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
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
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
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
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
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
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
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
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
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