Reverse Triangular Mergers and Non-Assignment Clauses in Leases

, New York Law Journal


In their Transactional Real Estate column, Peter E. Fisch and Mitchell L. Berg, partners at Paul, Weiss, Rifkind, Wharton & Garrison, discuss a recent case from the Delaware Court of Chancery which suggests that reverse triangular mergers may not violate prohibitions on lease assignments—even prohibitions that specifically restrict assignments by operation of law—that do not include express restrictions on changes of control.

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