Reverse Triangular Mergers Are Not Assignments

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.