KeyOn Communications Holdings, Inc. (fka KEYO)

[TrueTrades]

The reverse triangular merger is by far the most common merger structure in mergers of publicly traded corporations. It has the advantage of isolating the liabilities of the acquired company [NantHealth] in a separate subsidiary [Nanthealth Inc](unlike the direct merger), and has the advantage of preserving the acquired company as a corporate entity [NantWorks Inc](unlike the forward triangular merger).

The reverse triangular merger has other advantages too, namely that the assets of the target do not need to be transferred to another entity because they remain with the target. This is important because contracts to which the target is a party will often have anti-assignment clauses that my prevent transfer of the rights under the contract.[Plenty of these] The issue of whether a reverse triangular law is an assignment by operation of law is uncertain in most states, but recent Delaware precedent has held it is not.