Reverse merger – Multiple vote shares
Assistance in a reverse merger transaction and creation of special class of shares.
The Firm provided legal, tax and accounting assistance in a complex reverse merger transaction concerning two companies operating in the industrial machineries manufacturing industry. Said transaction involved the incorporation of the controlling company in the subsidiary whose corporate capital was not entirely held by the former.
Under a tax and accounting perspective, the Firm assisted the companies in the valuation of their two businesses, definition of the exchange ratio and in the assessment of the accounting treatment reserved to treasury shares, as well as in the drafting of the merger plan and of the financial accounts of the companies involved in the transaction.
Moreover, under a legal perspective, the Firm granted assistance to the board of directors of both companies in the definition of the corporate governance rules applicable to the company resulting from the merger and in the drafting of the relevant articles of association.
In particular, as a main feature, per effect of the reverse merger transaction, a special class of shares was created in favour of certain shareholders of the incorporated company. The issuance of said class of shares resulted from the partial conversion of ordinary shares at the time outstanding and the concurrent waiver of option rights granted to other shareholders. Said shares granted the respective holders with certain administrative rights, among which the multiple vote on certain decisions of the company’s general shareholders meeting.