Corporate Financing

A reverse triangular merger was not an assignment by operation of law.  See Meso Scale Diagnostics LLC v. Roche Diagostics GMBH, Del. Ch., C.A. No. 5589-VCP, 2/22/13, http://www.bloomberglaw.com/public/document/CONF_ORD_Meso_Scale_Diagnostics_LLC_vs_Roche_Diagnostics_GmbH_Do. 

The court
Continue Reading REVERSE TRIANGULAR MERGERS ARE NOT ASSIGNMENTS

A popular two-tier merger and acquisition structure may trigger certain prohibitions under the Securities Exchange Act of 1934.  In particular, this problem relates to the so-called “Burger King” structure, arising from the private equity

Continue Reading “Burger King” May Not Allow You to Have it Your Way. . . Is the Two-Tier M&A Deal Ending?

“Big Boy Letters” are usually used to identify that the buyer in a transaction has made its own independent assessment of certain risks involved and that certain information has not been

Continue Reading You Gotta Be A Big Boy To Play In The Private Investment Transaction Game