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《Securities Market Herald》 2018-04
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The Evolution of Triangular Mergers in the United States and Its Enlightenment

Sun Qilin;  
The evolution of mergers forms in the United States from statute mergers to triangular mergers refl ects the fact that diversified demands of business practices are inclined to evade legislated rules. Statutes of corporate law lay out the fundamental formalities and framework of merger. But the requirement of a vote of the shareholders and the contingent liabilities of target in statutory mergers increase the cost and uncertainty of the transaction. The demand of averting these adversities developed the form of triangular mergers, which is not perfected at the succession of the target corporation when it is a qualifi ed party under civil, administrative matters or anti-assignment provision. Therefore reverse triangular mergers are created. A reverse triangular merger overcomes the limitations of statutory merger and forward triangular merger. In China, there are cases of triangular mergers in practice. Although confi ned to the diff erent rules in Company Law, China still needs to perfect in structural mergers by drawing upon the evolution of mergers evolved aboard.
【CateGory Index】: D971.2;F271
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