The Delaware Superior Court, in MTA Canada Royalty Corp. v. Compania Minera Pangea, SA DE CV, C.A. No. N19C-11-228-AML-CCLD, memo. op. (Del. Super. Sept. 16, 2020), ruled that an anti-assignment clause preventing assignment of contract rights “by operation of law or otherwise” applied to prevent assignment of a non-surviving merger party’s rights to the surviving entity.
NEW: Deallawyers.com discusses the decision in Del. Court Says Merger is Assignment “By Operation of Law”.
Weil Gotshal discusses the decision in Mergers and Restrictions on Assignments by “Operation of Law”.