A more prudent approach to third party consents may be
required when closing reverse triangular mergers (RTM)
following an unexpected Delaware Court of Chancery decision
earlier this year.
Corporate attorneys say that in RTMs, and even majority
stock purchases, it may now be advisable to seek the consent of
targets’ third party contractors subject to an
In Meso Scale Diagnostics v. Roche Diagnostics, the court
denied Roche’s motion to dismiss on the question
of whether a contractual assignment had occurred in...