Anti-Assignment Provisions And Reverse Triangular Mergers

A recent Delaware Court of Chancery decision examined whether a reverse triangular merger (“RTM”) qualified as a prohibited assignment by operation of law under Delaware law.  In Meso Scale Diagnostics, LLC v. Roche Diagnostics, GMBH,  62 A.3d 62 (Del. Ch. 2013), defendants Roche Diagnostics and its affiliates and subsidiaries, including wholly-owned subsidiary BioVeris Corp., became […]