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Delaware Chancery Court considers whether a reverse triangular merger constitutes an assignment "by operation of law"

  • Herrick Feinstein LLP
  • -
  • USA
  • -
  • May 13 2011

The Delaware Chancery Court has denied a motion to dismiss a breach of contract claim, finding that there may be circumstances in which a contract provision prohibiting an assignment "by operation of law" could be triggered by a reverse triangular merger

Court of Appeals of New York provides guidance regarding to what extent a seller of good will may participate in soliciting former customers

  • Herrick Feinstein LLP
  • -
  • USA
  • -
  • May 13 2011

New York courts have historically held that a seller of a business that includes the sale of good will must refrain from soliciting the customers of the business as the buyer has the right to expect that the business' customers will continue to patronize the acquired business

Delaware Chancery Court sets out test for aggregating a series of transactions for purposes of determining whether a sale of substantially all assets occurred

  • Herrick Feinstein LLP
  • -
  • USA
  • -
  • May 13 2011

The Delaware Chancery Court has set out a three-part test to determine when a series of transactions should be aggregated for the purpose of determining whether a sale of "substantially all assets" has occurred

SEC considers extending July 21, 2011 compliance deadline for private fund adviser registration

  • Herrick Feinstein LLP
  • -
  • USA
  • -
  • May 13 2011

In a recent letter to the North American Securities Administrators Association (NASAA), the SEC indicated that it is considering extending the deadline for investment advisers to register as a result of the repeal of the "private adviser" exemption by the Dodd-Frank Act