Structuring Divisive Mergers Under the Delaware and Texas Statutes
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will examine the divisive merger statutes of Delaware, which was enacted in 2018 and applies only to LLCs, and Texas, which was adopted in 1989 and applies to all Texas entities. The panel will guide M&A counsel on how to structure a divisive merger and will also discuss the implications of Divisive Mergers for existing and future credit agreements and other contracts to which a Delaware and Texas entities may be parties.
- Delaware and Texas Divisive Merger statutes: Structuring alternative to M&A spinoffs and carve-outs
- Mechanics of a divisive merger
- Plan of a Divisive Merger: Key terms
- Approval of Divisive Merger
- Certificate of division or merger
- Effect of the Divisive Merger: Allocation of assets, properties, licenses, debts, liabilities and duties of the dividing entity among multiple survivors
- Federal income tax treatment of Divisive Mergers
- Concerns for lenders and other counterparties and best practices going forward
The panel will review these and other important issues:
- How is a Divisive Merger accomplished under Delaware and Texas statutes?
- What are some implications of Divisive Mergers on future structuring of M&A transactions?
- What is the effect of a Divisive Merger?
- What steps should lenders and other counter-partners take in existing and future credit and other agreements to address the possibility of a future Divisive Merger?
Byron F. Egan
Mr. Egan is engaged in a corporate, partnership, securities, mergers and acquisitions (M&A), and financing... | Read More
Mr. Egan is engaged in a corporate, partnership, securities, mergers and acquisitions (M&A), and financing practice. He has extensive experience in business entity formation and governance matters, M&A, and financing transactions in a wide variety of industries. He also advises boards of directors and their audit, compensation, and special committees.Close
William H. Hornberger
Mr. Hornberger he has practiced in the areas of tax, transactional, international and corporate law. His tax practice... | Read More
Mr. Hornberger he has practiced in the areas of tax, transactional, international and corporate law. His tax practice has touched nearly every area of the tax law, including corporate, partnerships and LLCs, international, real estate, corporate, oil and gas, bankruptcy, tax credit and tax controversy and procedural matters. Mr. Hornberger's broad transactional practice includes mergers and acquisitions, complex partnership, joint venture, real estate and private equity arrangements, complicated cross-border business structuring matters involving investors from multiple countries, Tax Treaty and IRS Competent Authority matters. He has represented taxpayers on tax controversy matters in IRS administrative appeals and before the U.S. Tax Court, the U.S. District Court, the U.S. Bankruptcy Court, the Courts of Appeals for the Fifth and Eleventh Circuits and the U.S. Court of International Trade.Close
R. Jason Russell
Morris Nichols Arsht & Tunnell
Mr. Russell's practice focuses on limited liability company, partnership (including master limited partnerships... | Read More
Mr. Russell's practice focuses on limited liability company, partnership (including master limited partnerships (MLPs)) and statutory trust law. He represents clients in a broad range of commercial matters, including mergers, asset acquisitions, joint ventures, financings and bankruptcy related transactions, and prepares Delaware legal opinions in connection with these matters. Mr. Rusell has also worked extensively in bank regulatory matters and unclaimed property audits, compliance and voluntary disclosure programs.Close