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Notebook update: Reverse triangular merger might be an assignment of a contract, requiring consent
byD. C. Toedt IIIon2011-06-01
Just updated the Notebook with a citation to a case in which the Delaware Chancery Court refused to rule out the possibility that a reverse triangular merger could act as an assignment of a contract, requiring consent. See Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH, No. 5589-VCP (Del. Ch. Apr. 8, 2011) (denying motion to dismiss). See also the discussion of this opinion by Katherine Jones of the Sheppard Mullin law firm.
Assignment-consent provisions Table of contentsChecklistAssignment consent requirementCommentaryAssignment with business assetsCommentaryAssignment to affiliateCommentaryConsent may not be unreasonably withheld or delayedCommentaryDamages for unreasonable withholding or delayLiability limitation for unreasonable...