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Reverse Triangular Mergers

Wyrick Robbins Yates & Ponton LLP

Mechanics and Advantages of Reverse Triangular Mergers

In structuring a transaction, parties consider a variety of forms of business combination depending on the specifics of the buyer’s goals, the target’s business, transferability of the target’s assets, and various tax...more

McDermott Will & Emery

All the Benefits of a Reverse Triangular Merger, None of the IP Merger Mess

The US Court of Appeals for the Eleventh Circuit affirmed a district court’s summary judgment dismissal of plaintiff’s claim that the defendant failed to provide a payment conditioned on the sale, merger or transfer of...more

Farrell Fritz, P.C.

Inside the Merger Agreement between Elon Musk and Twitter

Farrell Fritz, P.C. on

In what seems like one of the speediest transaction processes ever for a deal of its size, Twitter agreed on April 25, 2022 to be acquired by Elon Musk for $54.20 per share or about $44 billion.  It all started with Musk...more

Skadden, Arps, Slate, Meagher & Flom LLP

IRS Determined a Subsidiary Stock Sale Does Not Make Prior Capitalized Transaction Costs Deductible

A recent Technical Advice Memorandum (TAM) issued by the Internal Revenue Service (IRS) National Office concludes that a target company required under Internal Revenue Code Section 263(a) regulations to capitalize costs that...more

Troutman Pepper

Mergers & Acquisitions 2019: USA Chapter

Troutman Pepper on

2018 M&A Numbers - Following 2017’s market decline, overall M&A volume trended in a positive direction in 2018. While the almost 20,000 transactions closed globally in 2018 did represent a 15 percent drop from the previous...more

Patton Sullivan Brodehl LLP

“Reverse Triangular Merger” Doesn’t Transfer Title to Entity’s Real Property

A recent LLC Jungle blog post covered the impact of “conversion” from a different form of entity to an LLC — generally, the entity’s rights and liabilities remain the same. But what about a more sophisticated transaction...more

Sheppard Mullin Richter & Hampton LLP

Delaware Chancery Court Strictly Construes Appraisal Statute to Deny Stockholders Appraisal Rights in a Reverse Triangular Merger

In City of North Miami Beach Gen. Employees’ Ret. Plan v. Dr Pepper Snapple Group, Inc., C.A. No. 2018-0227-AGB, 2018 WL 2473150 (Del. Ch. June 1, 2018), the Delaware Court of Chancery (Bouchard, C.) denied stockholders of Dr...more

Adler Pollock & Sheehan P.C.

Mergers & Acquisitions Glossary

This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more

Akin Gump Strauss Hauer & Feld LLP

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

Allen Matkins

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

Allen Matkins on

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

Allen Matkins

Courts Consider Anti-Assignment Clauses And Reverse Triangular Mergers

Allen Matkins on

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

King & Spalding

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

King & Spalding on

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

Patterson Belknap Webb & Tyler LLP

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

Smith Anderson

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

Smith Anderson on

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

Sheppard Mullin Richter & Hampton LLP

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

Troutman Pepper

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

Troutman Pepper on

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

BakerHostetler

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

BakerHostetler on

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

Brownstein Hyatt Farber Schreck

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

Morrison & Foerster LLP

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

Stinson - Corporate & Securities Law Blog

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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