Assignments

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

Minnesota Supreme Court Affirms That Foreclosing Parties Must Record Mortgage Assignments Prior To Initiating Foreclosure By...

by BuckleySandler LLP on 4/29/2013

On April 17, the Minnesota Supreme Court affirmed an intermediate appellate court ruling that held (i) a strict compliance standard applies to Minnesota’s foreclosure by advertisement process, and (ii) a foreclosure by...more

Failure to Comply with Minnesota's Statutory Requirements in Foreclosure by Advertisement Costs Lender

by Winthrop & Weinstine, P.A. on 4/25/2013

Lenders foreclosing by advertisement in Minnesota must comply with many technical requirements. One requirement is "that the mortgage has been recorded and, if it has been assigned, that all assignments thereof have been...more

Reinsurance Redux - April 2013

by Braden A. Borger, Amy S. Kline, Patrick Nugent, Sean T. O'Neill, Brian Simons, Matthew Smith | Saul Ewing LLP on 4/24/2013

In This Issue: - Assignment of Right to Collect on Reinsurance Treaty Held Not to Include Underlying Arbitration Clause: On February 25, 2013, the United States District Court for the Northern District of...more

Navigating Commercial Lease Assignment Provisions: Tenants Beware

by Frank Cerza, Cristina Meng | Pepper Hamilton LLP on 4/23/2013

Landlords use lease assignment provisions to maintain control over the quality, composition, and financial capability of their tenants. However, assignment provisions can have a chilling effect on a corporate tenant’s...more

TRANSACTIONAL: Upstream Developments -- Latin America Overview of PEMEX’s 3rd Round Model Service Contract

by King & Spalding on 4/18/2013

On October 18, 2012, Pemex Exploración y Producción (PEP) published a model contract to be used in the bidding for E&P contracts in Chicontepec (the “Model”), an area in the eastern coastal plains of Mexico estimated to...more

Creative Contractual Strategies for a Highly Competitive Market - Baker & McKenzie

by Graeme Dickson | Baker & McKenzie Australia on 4/17/2013

Introduction - Over the last few months, we have witnessed a significant uptick in activity in relation to management agreement negotiations both in Australia and elsewhere. ...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

Taxpayers Wait Too Long For Assignment

by Charles (Chuck) Rubin on 4/11/2013

If a taxpayer owns appreciated property and transferors it to another, and that successor owner sells the property, the gain from the sale is reportable by the successor owner, not the donor. However, if the gift occurs too...more

The Ropes Recap: Mergers & Acquisitions Law News

In this issue: *News from the Courts - Refinement re “Don’t Ask, Don’t Waive” Standstill Agreements - Proposed Delaware “Medium-Form Merger” To Create an Alternative to Top-Up Options - Court Rejects...more

Delaware and California Courts Split as to Whether a Reverse Triangular Merger Results In an Assignment By Operation of Law,...

by Amrita Nangiana, David Sands | Sheppard Mullin Richter & Hampton LLP on 4/10/2013

In Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH, C.A. No. 5589-VCP, 2013 WL 911118 (Del. Ch. Feb. 22, 2013, rev. Mar. 8, 2013), the Delaware Court of Chancery held that a reverse triangular merger does not result in...more

Standing: An Affirmative Defense To Mortgage Foreclosure

by Schecter Law on 4/1/2013

To have standing to foreclose, it must be demonstrated that the plaintiff holds the note and mortgage in question. Mazine v. M & I Bank, 67 So. 3d 1129, 1132 (Fla. 1st DCA 2011). The plaintiff must prove that it had standing...more

Beware of Payments to Contractors and Subcontractors under Assignment Agreements

by Gregory M. Boucher, Doreen Zankowski | Saul Ewing LLP on 3/29/2013

In a decision under the Uniform Commercial Code (“UCC”) that could apply in any state, the Massachusetts Supreme Judicial Court (“Court”) ruled this month that when a general contractor agrees to an assignment of payments to...more

Middle Market Loan Update

by Mark Oveson, Jay Spader | Brownstein Hyatt Farber Schreck on 3/29/2013

The Effect of the Financial Crisis on Middle Market Loan Terms Part 1. Loan Buybacks - In addition to providing an object lesson in the dangers of lax lending standards, the global financial crisis of 2008 gave...more

Delaware Court Of Chancery Holds Reverse Triangular Mergers Do Not Trigger ‘Assignment By Operation Of Law’ Provisions

by Matthew Greenberg, Andrew Kupchik | Pepper Hamilton LLP on 3/25/2013

On February 22, 2013, in Meso Scale Diagnostics, LLC v. Roche Diagnostics GMBH, C.A. No. 5589, 2013 WL 655021 (Del. Ch. Feb. 22, 2012), Delaware Court of Chancery Vice Chancellor Donald F. Parsons, Jr. granted the defendants’...more

Delaware Court of Chancery Rules Reverse Triangular Mergers Do Not Result in Assignments by Operation of Law

by Ropes & Gray LLP on 3/20/2013

In an opinion published on March 8, 2013, the Delaware Court of Chancery ruled in Meso Scale Diagnostics v. Roche Diagnostics, C.A. No. 5589-VCP (Mar. 8, 2013) that a reverse triangular merger does not result in an assignment...more

Participations, Assignments, Intercreditor Agreements and Syndications: These Terms Are Not Synonymous

by Timothy R. Moore | Spilman Thomas & Battle, PLLC on 3/11/2013

It appears that the industry is starting to “enjoy” a modest increase in activity as to participations, assignments and syndications. This “enjoyment” is not without more than a fair share of trepidation and reluctance, but...more

Delaware Court Rules That a Reverse Triangular Merger Does Not Constitute an Assignment By Operation of Law of the Surviving...

by BakerHostetler on 3/11/2013

The Delaware Court of Chancery in Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH (Feb. 22, 2013), ruled that under Delaware law a reverse triangular merger did not violate a provision in a license agreement of the...more

Mortgage Banking Update - March 08, 2013

by Richard J. Andreano, Jr., Sharon Wilson Geno, Amy Glassman, Barbara S. Mishkin, Nydia Pouyes, Matthew Saunig, John D. Socknat, Michael S. Waldron | Ballard Spahr LLP on 3/8/2013

In This Issue: - Kentucky County Clerks Cannot Sue MERS for Failure To Record Mortgage Assignments, Sixth Circuit Rules - Bipartisan Policy Center Proposes New Directions for National Housing Policy - FTC...more

Court Confirms Reverse Triangular Merger Is Not an Assignment

by Gino Maurelli | Brownstein Hyatt Farber Schreck on 3/8/2013

We all have been there. The parties have reached agreement on all of the principal terms. Signature pages for all of the definitive transaction documents are being held in escrow. The treasury department has entered all of...more

A Return to the Old Normal – Delaware Confirms That a Reverse Triangular Merger Does Not Result in an Assignment by Operation of...

by Jennifer Byrne | Armstrong Teasdale LLP on 3/7/2013

The Delaware Court of Chancery shook the M&A world in 2011 when it defied conventional wisdom by holding that a reverse triangular merger may result in an assignment by operation of law if the buyer converts the target into a...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

Bankruptcy 101 for Intellectual Property Licenses

by Patrick Darby, James Watkins | Bradley Arant Boult Cummings LLP on 3/6/2013

Generally, license agreements are “executory contracts” in bankruptcy. Executory means performance is due from both sides. When a party to an executory contract becomes a debtor in bankruptcy, it may either reject or assume...more

The Limited Liability Company and Bankruptcy Code

by David Murdoch | K&L Gates LLP on 3/5/2013

This K&L Gates Legal Insight highlights certain potential bankruptcy and insolvency issues that clients and legal practitioners should take into account when forming a limited liability company (“LLC”) under state law. These...more

Delaware Court Finds Reverse Triangular Merger Does Not Violate Contractual Prohibition on Assignment by Operation of Law

by Michael O'Bryan, Ted Powers III | Morrison & Foerster LLP on 3/5/2013

The Delaware Chancery Court, in Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH (Feb. 22, 2013), held that the acquisition of a company in a reverse triangular merger did not violate a restriction in an existing...more

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