Mergers Acquisitions: How to Avoid Unnecessary Surprises

Assignment of contract in merger - m

Heeb Michael M. Horn. Curtis A. Johnson Howard Kailes Thomas Kesoglou Todd M. Poland R. Andrew Richards James G. Scantling Peter S. Twombly Michele F. Vaillant Burton Winnick Financial Services Litigation Practice Group Ste. 2. Consider using separate provisions to deal with the assignment of the contract to a third party and the effect on the commercial agreement of a potential change of control of a contractual party. When entering into commercial agreements, parties often focus exclusively on the key business terms but pay scant attention to anti-assignment and change of control provisions. These provisions usually appear at the end of the agreement and all too often are treated as "boilerplate." This approach can haunt a party when it seeks to sell its business by. The cases determined that the assets of the seller were not transferred in the merger. Asset sales under Section 363 of the Bankruptcy Code also should not require a novation agreement pursuant to this operation of law exception to the Act recognized by the courts. For example, under Delaware law, it has been held that the acquisition of stock of a target company did not violate an anti-assignment provision contained in a distribution agreement. Baxter Pharm.

The report the provides the following scenarios: Endogenous Growth, A Contested Election Result, Poor Economic Management, and Muddling Through. For the purpose of this focus, I proceed to the second scenario, A Contested Election Result: A Contested Election Result A second, low-to-medium-probability but high-impact scenario would be a violently contested presidential election in December 2012, which would.

3. Avoid using the term "transfer" when addressing the assignment of the contract. 4. Use terms such as "merger" and "by operation of law" if the intent is to subject a merger to the change of control provisions.

Assignment of contracts merger
If a novation agreement cannot be avoided, involve your legal counsel early and be prepared for a more costly and protracted process than for other contract transfers).
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