• Delaware Chancery Court Holds that a Reverse Triangular Merger Is Not an Assignment by Operation of Law
  • May 6, 2013 | Authors: Andrew P. Beame; Burke Blackman; Peter J. Schaeffer
  • Law Firm: Patterson Belknap Webb & Tyler LLP - New York Office
  • 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 an assignment by operation of law. The plaintiff, Meso Scale, had argued that the merger of Roche’s acquisition subsidiary into target company BioVeris Corporation violated an anti-assignment clause in an agreement between BioVeris and Meso Scale. The Court’s decision reaffirmed the traditional understanding of practitioners and commentators that an RTM does not involve an assignment, but the opinion also confirms that the parties’ intent will be part of the analysis where the anti-assignment clause at issue is ambiguous.