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 explained that a company entered into a series of contemporaneously executed agreements that granted it a new non-exclusive license. However, before the transaction was complete the licensor, transferred all of its intellectual property assets, subject to outstanding licensee rights, to a newly created corporation. These were then acquired in a reverse triangular merger where the new company was the surviving entity.
The plaintiffs sued claiming that the company and various affiliates breached provisions in two agreements. However, the court granted summary judgment on the first count since the reverse triangular merger was not an assignment by operation of law or otherwise requiring consent. The court said mergers do not result in an assignment by operation of law of assets that began as property of the surviving entity and continued to be after the merger.
Thus, the court dismissed the complaint.