del Prof. FLAVIO DEZZANI.
ABSTRACT: A reverse merger between a "parent company A" and a "subsidiary B" could take place either with a "merger by incorporation" or through the "reverse merger". A "merger by incorporation" is the most popular one, however the "reverse merger" is used when the subsidiary company holds licenses, rights or assets which the transfer to the parent might be expensive, difficult or impossible. Standard OIC no. 4 states that the "goodwill/badwill" arising from the reverse merger shall be the same as the "goodwill/badwill" arising from the merger by incorporation (or direct merger).
