Protecting Contract Rights In Mergers

Law360, New York (May 11, 2011, 2:24 PM EDT) -- In Meso Scale Diagnostics LLC v. Roche Diagnostics GmbH, C.A. No. 5589-VCP (Del. Ch. Apr. 8, 2011), the Court of Chancery of the State of Delaware refused to grant a motion to dismiss wherein it was alleged that a reverse triangular merger violated a contract clause prohibiting assignment of the contract by operation of law.

The synergies and other benefits upon which the decision to enter into a merger is based typically assume that the surviving entity will have the same rights to use all of...
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