Delaware Rethinks Reverse Triangular Mergers

Law360, New York (March 21, 2013, 2:11 PM EDT) -- In an opinion published on March 8, 2013, the Delaware Court of Chancery ruled in Meso Scale Diagnostics v. Roche Diagnostics, C.A. No. 5589-VCP (Mar. 8, 2013), that a reverse triangular merger does not result in an assignment of the assets of the surviving entity, by operation of law or otherwise. Although this decision confirms long-held views of generations of corporate lawyers, it reverses a previous holding from April 2011 in this same case and contradicts two previous federal district court opinions interpreting California and New...
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