Meso Ruling Puts Popular Deal Structure Back In Safe Zone

Law360, New York (March 15, 2013, 5:45 PM EDT) -- Whew.

That's the general sentiment among corporate and intellectual property lawyers in the wake of a Delaware court decision last month, when Vice Chancellor Donald Parsons ruled that a popular merger structure doesn't violate anti-assignment provisions after all, contradicting his own 2011 ruling.

Thousands of companies every year use the reverse triangular merger structure, which offers all the advantages of a direct cash merger but is simpler to execute. The buyer creates an empty shell subsidiary and merges it “backwards” — into the target, which emerges...
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