Mergers & Acquisitions, Commercial Law & Contracts, Civil Procedure

Successor Banks of FDIC assets Not so Jolly after Jolley - A New Duty to Investigate?

by Allan Ickowitz, John Kim, Jennifer Meeker | Nossaman LLP on 5/7/2013

A recent California case appears to contradict the general rule holding that a successor bank that has acquired a commercial loan through an FDIC receivership may owe a duty to a commercial borrower to reasonably investigate...more

Delaware Chancery Court Holds that a Reverse Triangular Merger Is Not an Assignment by Operation of Law

by Andrew Beame, Burke Blackman, Peter Schaeffer | Patterson Belknap Webb & Tyler LLP on 5/1/2013

On February 22, 2013, the Delaware Chancery Court in Meso Scale v. Roche restored a degree of certainty to M&A planning by holding that the acquisition of a company through a reverse triangular merger (RTM) did not constitute...more

Buyer Beware: Seventh Circuit Upholds Application of the Federal Common Law Standard of Successor Liability in an Asset Sale

by Bill Berger, Adam Duerr, Gino Maurelli, Matthew Nyberg | Brownstein Hyatt Farber Schreck on 4/15/2013

One of the benefits to structuring an acquisition as an asset deal is that the buyer has the ability to choose the liabilities that it will assume and the liabilities that will remain with the seller, including contingent...more

7th Circuit Holds Successor Liable for FLSA Claims, Despite Buyer’s Disclaimer

by Leo Crowley, Thomas N. Makris, Alexander Parachini, Paula Weber | Pillsbury Winthrop Shaw Pittman LLP on 4/12/2013

In Teed v. Thomas & Betts Power Solutions, LLC, the 7th Circuit in an opinion written by Judge Posner held that, absent a good reason to withhold liability, a purchaser of assets was subject to successor liability for Fair...more

Successor Liability Under The FLSA: Seventh Circuit Holds Purchaser Of Assets From Receiver Of Company Which Had Violated FLSA...

by M. Reid Estes, Jr., Daniel Gosch | Dickinson Wright on 4/11/2013

In a case which is sure to complicate the sale of companies (or discrete divisions thereof) and have widespread influence in other Circuits, the Seventh Circuit recently held that a company which acquired the assets (not...more

Delaware Court Finds That a Reverse Triangular Merger Does Not Result in an Assignment by Operation of Law

by Rebecca Brophy, Byron Kirkland | Smith, Anderson, Blount, Dorsett, Mitchell &... on 4/11/2013

In Meso Scale Diagnostics, LLC v. Roche Diagnostics GMBH the Delaware Court of Chancery confirmed that a reverse triangular merger did not result in an assignment by operation of law. This affirms the traditional view often...more

Seventh Circuit Affirms Imposition of Successor Liability for FLSA Claims

by Morgan Lewis on 4/4/2013

Purchasing company is found to be subject to successor liability for federal employment-related claims, even where it explicitly disclaimed such liability in the transfer of assets....more

Supreme Court Enforces Arbitration Clause And Confines Court Of Appeals To The Arguments Raised By The Parties

by David Johnson | Winstead PC on 3/15/2013

In Richmont Holdings, Inc. v. Superior Recharge Sys., L.L.C., an asset purchase agreement included a binding arbitration clause. No. 12-0142, 2013 Tex. LEXIS 71 (Tex. January 25, 2013). The seller of the business signed an...more

In re BioClinica, Inc. S’holder Litig., Consol. C.A. No. 8272 (Del. Ch. Feb. 25, 2013) (Glasscock, V.C.)

by Potter Anderson & Corroon LLP on 3/8/2013

In this memorandum opinion, Vice Chancellor Glasscock addressed claims, in a motion to expedite, that directors breached their fiduciary duties by conducting an improper process and making inadequate disclosures in connection...more

Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH, C.A. No. 5589-VCP (Del. Ch. Feb. 22, 2013) (Parsons, V.C.)

by Potter Anderson & Corroon LLP on 3/6/2013

In this memorandum opinion addressing defendants’ motion for summary judgment, the Court of Chancery dismissed plaintiffs’ claim that a reverse triangular merger constituted an assignment of rights in breach of a contractual...more

Reverse Triangular Mergers Do Not Trigger Anti-Assignment Clauses

by David Jenson | Leonard, Street and Deinard - Dodd-Frank and... on 3/4/2013

The Delaware chancery court recently restored some clarity to its jurisprudence regarding the effect of a reverse triangular merger (RTM) on contracts of the target company that contain anti-assignment clauses. An April 2011...more

Delaware Court of Chancery Analyzes Damages Claims in Failed Asset Sale

by Jason F. Clouser, William M. Regan | Katten Muchin Rosenman LLP on 2/13/2013

The Delaware Court of Chancery recently denied, with one exception, cross-motions for summary judgment in an action to determine damages arising from a failed asset purchase agreement....more

Federal Court Upholds Delaware Forum Selection Notwithstanding California Securities Law Claims

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 1/16/2013

Corporations Code Section 25701 is California’s anti-waiver statute. It provides that “Any condition, stipulation or provision purporting to bind any person acquiring any security to waive compliance with any provision of...more

Business Tort Suit Brings Sanctions

by James V. Irving | Bean, Kinney & Korman, PC on 12/31/2012

Virginia’s business-friendly laws and precedents provide employers with powerful remedies and employees with effective deterrents against wrongful conduct in business affairs. As a Fairfax Circuit judge has recently...more

Winshall v. Viacom Int'l Inc., C.A. No. 6074-CS (Del. Ch. Dec. 12, 2012) (Strine, C.)

by Potter Anderson & Corroon LLP on 12/19/2012

In this memorandum opinion, the Court of Chancery held that stockholders of an acquired video game developer were not required to indemnify the acquirer for losses it incurred defending claims based on intellectual property...more

Parol Evidence Rule Barred Defendants' Interpretation Of Earn-Out Provision

by Mack Sperling | Brooks Pierce on 12/10/2012

Premier, Inc. v. Peterson, 2012 NCBC 59, decided last Friday by Judge Murphy, turned on a strict application of the parol evidence rule. At issue was whether the defendants were entitled to a substantial earn-out payment...more

On Second Thought — The Ohio Supreme Court Reverses Course and Holds that a Merger Does Not Trigger the Beginning of a...

by Kathleen M. Portman, David A. Whitcomb | BakerHostetler on 12/10/2012

In October, the Ohio Supreme Court reconsidered and reversed, in part, its May 24, 2012, decision in Acordia of Ohio, L.L.C. v. Fishel, 2012-Ohio-2297 (Acordia I), which sharply restricted the ability of employers to enforce...more

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Mergers & Acquisitions › Commercial Law & Contracts › Civil Procedure

Successor Banks of FDIC assets Not so Jolly after Jolley - A New Duty to Investigate?

Delaware Chancery Court Holds that a Reverse Triangular Merger Is Not an Assignment by Operation of Law

Buyer Beware: Seventh Circuit Upholds Application of the Federal Common Law Standard of Successor Liability in an Asset Sale

7th Circuit Holds Successor Liable for FLSA Claims, Despite Buyer’s Disclaimer

Successor Liability Under The FLSA: Seventh Circuit Holds Purchaser Of Assets From Receiver Of Company Which Had Violated FLSA...

Delaware Court Finds That a Reverse Triangular Merger Does Not Result in an Assignment by Operation of Law

Seventh Circuit Affirms Imposition of Successor Liability for FLSA Claims

Supreme Court Enforces Arbitration Clause And Confines Court Of Appeals To The Arguments Raised By The Parties

In re BioClinica, Inc. S’holder Litig., Consol. C.A. No. 8272 (Del. Ch. Feb. 25, 2013) (Glasscock, V.C.)

Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH, C.A. No. 5589-VCP (Del. Ch. Feb. 22, 2013) (Parsons, V.C.)

Reverse Triangular Mergers Do Not Trigger Anti-Assignment Clauses

Delaware Court of Chancery Analyzes Damages Claims in Failed Asset Sale

Federal Court Upholds Delaware Forum Selection Notwithstanding California Securities Law Claims

Business Tort Suit Brings Sanctions

Winshall v. Viacom Int'l Inc., C.A. No. 6074-CS (Del. Ch. Dec. 12, 2012) (Strine, C.)

Parol Evidence Rule Barred Defendants' Interpretation Of Earn-Out Provision

On Second Thought — The Ohio Supreme Court Reverses Course and Holds that a Merger Does Not Trigger the Beginning of a...

Federal Court of Appeal to hear argument tomorrow in “break fee” case (Morguard)

The Ohio Supreme Court Reverses Its Position on the Enforceability of Noncompete Agreements after a Merger

Hite Hedge LP v. El Paso Corp., C.A. No. 7117-VCG (Del. Ch. Oct. 9, 2012) (Glasscock, V.C.)

Impact Invs. Colorado II, LLC v. Impact Holding, Inc., C.A. No. 4323-VCP (Del. Ch. Aug. 31, 2012) (Parsons, V.C.)

Mortgage Banking Update - September 07, 2012

BLG Monthly Update for July 2012

Martin Marietta Materials, Inc. v. Vulcan Materials Co., C.A. 7102-CS (Del. Ch. May 4, 2012) (Strine, C.) - May 04, 2012

Seventh Circuit Court of Appeals Rejects Argument That Wisconsin Corporate Law Is Part of Articles of Incorporation

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