Court Confirms Reverse Triangular Merger Is Not an Assignment

Court Confirms Reverse Triangular Merger Is Not an Assignment

Mar 07, 2013

Article

Brownstein Client Alert, March 7, 2013

Delaware Chancery Court Confirms Reverse Triangular Merger Is Not an Assignment, Averting Additional Third Party Consent Requirements in M&A Deals

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 the wire information and the purchaser is ready to wire. All of the closing conditions have been satisfied and the parties are ready to consummate their deal, with one glaring exception—obtaining a third party consent to a contract that is material to the target’s business.

Click the PDF link above to read more about a Delaware Chancery Court's opinion confirming reverse triangular mergers are not an assignment by operation of law.

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