Structuring Divisive Mergers Under the Delaware and Texas Statutes
A live 90-minute premium CLE video webinar with interactive 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.
Outline
- 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
Benefits
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?
Faculty

Cliff Ernst
Partner
McGinnis Lochridge
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.
Closeto be announced.
Early Discount (through 07/29/22)
Cannot Attend August 24?
Early Discount (through 07/29/22)
You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. Strafford will process CLE credit for one person on each recording. All formats include course handouts.