Structuring Divisive Mergers Under the Delaware and Texas Statutes: Implications on Credit Agreements and Contracts
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will examine the divisive merger statutes of Delaware, which apply only to LLCs, and Texas, which apply 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
- Effects of fraudulent transfer, bankruptcy, and other laws impacting rights of creditors on divisive mergers
Benefits
The panel will review these and other important issues:
- How is a divisive merger accomplished under Delaware and Texas statutes?
- How does a divisive merger impact the structure of a future M&A transaction?
- 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
![Egan, Byron](/img/t/fa2517d12b899bf72770d02068e2437f.jpg)
Byron F. Egan
Partner
Jackson Walker
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![Ernst, Cliff](/img/t/caa034d8260c4213c0d2fefb93c2d027.jpg)
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.
Close![Stull, J. Machir](/img/t/8a9dfbdb182258f36e444b913cb4b4ff.jpg)
J. Machir Stull
Partner
Jackson Walker
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.
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