Reverse Merger Agreement Template for United States

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Key Requirements PROMPT example:

Reverse Merger Agreement

"Need a Reverse Merger Agreement for our technology startup to merge with a NASDAQ-listed shell company, with specific provisions for protecting our intellectual property and including a 24-month lock-up period for existing shareholders."

Document background
The Reverse Merger Agreement is utilized when a private company seeks to become publicly traded without undergoing the traditional IPO process. This document, governed by U.S. federal and state laws, structures the transaction whereby a private operating company merges with a public shell company, effectively becoming public itself. The agreement details critical aspects such as share exchange mechanics, corporate governance transitions, and regulatory compliance requirements. It's particularly relevant when time-to-market is crucial and traditional IPO costs are prohibitive. The document must comply with SEC regulations, state corporate laws, and stock exchange requirements.
Suggested Sections

1. Parties: Identification of the public shell company and private operating company

2. Background: Context of the transaction and current status of both companies

3. Definitions: Key terms used throughout the agreement

4. Transaction Structure: Details of the reverse merger mechanism and share exchange

5. Consideration: Terms of share exchange ratio and any cash considerations

6. Representations and Warranties: Statements of fact from both parties about their business and operations

7. Closing Conditions: Requirements that must be met before closing

8. Covenants: Pre and post-closing obligations of the parties

Optional Sections

1. Lock-up Provisions: Restrictions on share sales post-merger - used when protecting against immediate share dumps is necessary

2. Employee Matters: Treatment of employees and benefit plans - used when significant employee transitions are involved

3. Tax Matters: Specific tax treatment and obligations - used when tax implications require special attention

Suggested Schedules

1. Disclosure Schedules: Detailed disclosures supporting representations and warranties

2. Share Exchange Ratio Calculations: Detailed methodology for share exchange calculations

3. Outstanding Liabilities Schedule: List of all material liabilities of both companies

4. Material Contracts: List and copies of significant agreements affecting the transaction

5. Board Resolutions: Corporate approvals for the transaction

6. Required Regulatory Approvals: List of necessary governmental and regulatory approvals

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Industries

Federal Securities Laws: Primary federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, Sarbanes-Oxley Act of 2002, and Dodd-Frank Act, which govern securities transactions and public company requirements

State Corporate Laws: State-specific corporation laws, particularly Delaware General Corporation Law if Delaware incorporation, governing corporate structure and operations

Stock Exchange Requirements: Listing requirements and rules from exchanges like NYSE and NASDAQ that must be complied with for public trading

Tax Considerations: Internal Revenue Code, state tax laws, and tax-free reorganization requirements under Section 368 affecting the merger's tax treatment

Antitrust Laws: Competition regulations including Hart-Scott-Rodino Act, Clayton Act, and Sherman Act to ensure compliance with antitrust requirements

SEC Regulations: Specific SEC rules including Rule 145, Regulation S-K, Form 8-K requirements, and Schedule 14A governing business combinations and disclosures

Employee/Labor Laws: ERISA, state employment laws, and worker protection regulations affecting employee rights and benefits during the merger

Industry-Specific Regulations: Additional regulatory requirements specific to the industry sector (such as banking, healthcare, etc.) in which the merging companies operate

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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