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Reverse Triangular Mergers Assignments

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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