Reverse Triangular Mergers

News & Analysis as of

Practice Tips for M&A Practitioners for 2014

Based on a number of cases decided by the Delaware courts in 2013, below we summarize practice tips regarding careful drafting of contractual provisions and complying with technical and statutory requirements....more

In Honor Of Nevada Day – A Transaction You Can Do In Nevada, But Not Delaware

Unlike the monks of Mt. Athos, I don’t adhere to the Julian Calendar (today is October 17, 2013). However, I do remain a traditionalist when it comes to Nevada Day. October 31 is the original date on which Nevada Day was...more

Courts Consider Anti-Assignment Clauses And Reverse Triangular Mergers

In a reverse triangular merger, the acquiring company forms a subsidiary that merges with and into the target with the outstanding shares of the target being converted into securities of the acquiring corporation or some...more

Public Company Adviser - May 2013:Recent M&A Developments

Recent months have seen several noteworthy developments regarding tender offers, “poison puts”, reverse triangular mergers, and litigation that will impact the negotiation and execution of future M&A transactions. These...more

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

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

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

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

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,...

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

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

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

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

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

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

Court Confirms Reverse Triangular Merger Is Not an Assignment

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...

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.)

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

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

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

Reverse Triangular Mergers Do Not Trigger Anti-Assignment Clauses

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

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