Corporate meets real property law in this CA Court of Appeal decision. CVS acquired Longs Drugs in a reverse triangular merger in which CVS formed a new subsidiary that was merged with Longs so the latter remained a surviving corporation that continued with its assets. A mall operator landlord sued to recover common area maintenance (CAM) fees, which were capped unless Longs sold or leased the property to a third party. The court held that the sale of corporate stock was not a transfer of real property because Longs continued to hold the asset. Not a surprising result, but good to know.
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