2013 Commercial Law Developments -- VI. U.C.C -- Sales and Personal Property Leasing
VI. U.C.C -- Sales and Personal Property Leasing

March 24, 2014

  • Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH, 62 A.3d 62 (Del. Ch. 2013) -- The Delaware Chancery Court analyzed a typical reverse triangular merger structure under Delaware law and concluded that the transaction did not constitute an assignment of assets to the post-merger entity by assignment of law or by contract. The conclusion is helpful where the reverse triangular merger clause is used where there are anti-assignment provisions that would be tripped by an assignment.

VII. Commercial Paper and Electronic Funds Transfers / Table of Contents