Multi-Party Merger In a multi-party merger or three-party merger, two corporations merge into a previously existing third corporation. The two corporations are the disappearing corporations and the third corporation is the surviving corporation. The same considerations regarding appraisal rights, stockholder votes, etc., which apply to two-party mergers, apply to three-party mergers. The multi-party corporation can be used to acquire two or more separate corporations.
Triangular Merger In a triangular merger, the acquiring corporation could acquire control of the target corporation without being a constituent corporation. The acquiring corporation forms a new subsidiary into which the target corporation is merged. The stockholders of the acquiring corporation do not have the right to vote on the merger since they are not a constituent corporation. The stockholders of the target corporation will have the same rights as in a two-party merger.
Reverse Triangular Merger In a reverse triangular merger, the merger proceeds in the same manner as a triangular merger except the subsidiary is merged into the target corporation. The outstanding shares of stock of the subsidiary, all of which are owned by the acquiring corporation, are converted into shares of stock of the target corporation. The shares of stock of the target corporation are converted into securities of the acquiring corporation. The advantage of this merger is that the target corporation will become a wholly-owned subsidiary of the acquiring corporation without any change in its corporate existence.
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