Structuring Divisive Mergers Under the Delaware and Texas Statutes
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will examine the divisive merger statutes of Delaware, which applies only to LLCs, and Texas, which 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 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
- Effects of fraudulent transfer, bankruptcy, and other laws affecting rights of creditors on divisive mergers
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
Mr. Ernst’s diverse clientele include governmental agencies, nonprofits, and a full range of businesses from... | Read More
Mr. Ernst’s diverse clientele include governmental agencies, nonprofits, and a full range of businesses from start-up companies to large corporations in a variety of industries including real estate and hospitality, professional services, technology, entertainment, oil and gas and publishing. His work encompasses mergers and acquisitions; general corporate counseling; private equity offerings; venture capital and debt financings; and general contracting. Mr. Ernst frequently acts as an outside general counsel and provides advice to executive officers and directors of public and privately-held companies and non-profits, a testament to the strong and lasting relationships he builds with his clients.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
J. Machir Stull
Mr. Stull is a business lawyer in the Bankruptcy, Restructuring, & Recovery practice in Dallas with experience... | Read More
Mr. Stull is a business lawyer in the Bankruptcy, Restructuring, & Recovery practice in Dallas with experience representing businesses and executives from the boardroom to the courtroom. He has represented nearly every constituency in a bankruptcy, from debtors and committees to trustees and landlords.Close