The M&A community is abuzz about Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH, a recent Delaware Chancery Court opinion in an ongoing breach of contract dispute involving a reverse triangular merger (an “RTM”). In the opinion, Vice Chancellor Parsons denied defendants’ motion to dismiss plaintiffs’ breach of contract claim, because the court determined that an anti-assignment provision in a contract between the parties was ambiguous as to whether consent was required in the context of an RTM. This potentially far-reaching opinion may impact the way parties structure future deals as well as conduct business and legal due diligence during transactions. This case may also encourage parties to seek legal redress for potential breaches of anti-assignment provisions of contracts resulting from RTMs.
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