Mergers, Assignments

Best Practices for Diligencing Chain-of-Title for Post-AIA Patent Applications with Assignee-Applicants

Ropes & Gray LLP on 8/15/2025

Patent diligence in the context of M&A and other types of commercial transactions typically involves confirmation of a patent’s chain-of-title ownership, from initial inventors through to the current assignee-owner. The...more

Transferring Federal Government “Other Transaction” Agreements

Smith Anderson on 9/10/2024

As we discussed in a prior Alert, parties buying or selling a business must consider how to properly transfer the seller’s contracts to the buyer. Part 42 of the Federal Acquisition Regulation (“FAR”) addresses the contract...more

Court Of Appeal Finds No Property Transfer In Reverse Triangular Merger

Allen Matkins on 9/26/2018

Five years ago, I commented on the dearth of authority on whether a reverse triangular merger constitutes an assignment...more

Delaware Law Updates – 2016 Amendments to the Delaware General Corporation Law and the Delaware Limited Liability Company Act...

McCarter & English, LLP on 8/4/2016

In the event that you missed it, on June 16, 2016, Delaware Governor Jack Markell signed House Bill 371 into law, thereby amending the Delaware General Corporation Law (the “DGCL”) in numerous significant respects. Also, on...more

Federal Small Business Set-Aside Contracts When Selling or Buying a Business

Smith Anderson on 9/1/2015

In a prior Alert, we provided a high-level overview of the Anti-Assignment Act, which requires federal pre-approval for the sale of federal government contracts, often through a “novation agreement” signed by the seller,...more

In Reversal, California Supreme Court Allows Assignment of Coverage for Liability Claims

Pillsbury Winthrop Shaw Pittman LLP on 8/31/2015

California’s Supreme Court has reversed its own heavily criticized decision from 2003 in Henkel Corp. v. Hartford Accident & Indem. Co. (2003) 29 Cal. 4th 934. In Fluor Corp. v. Superior Court, the Court announced that its...more

New California Law Impacting Change in Control of Grocery Stores

McGuireWoods LLP on 8/21/2015

The new law, Assembly Bill 359, will require that, upon a “change in control” of a “grocery establishment,” the seller must prepare a list of “specified eligible grocery workers” for a successor grocery employer, which would...more

Intent to Lose? Be Wary of Pitfalls Involving Intent-to-Use Trademark Applications.

Pillsbury Winthrop Shaw Pittman LLP on 5/23/2014

Merger and Acquisitions often involve the acquisition and/or assignment of trademarks. Companies acquiring trademarks must beware of potential problems lurking with intent-to-use (ITU) trademark applications (or applications...more

Courts Consider Anti-Assignment Clauses And Reverse Triangular Mergers

Allen Matkins on 10/21/2013

In a reverse triangular merger, the acquiring company forms a subsidiary that merges with and into the target with the outstanding shares of the target being converted into securities of the acquiring corporation or some...more

Mergers › Assignments

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