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March 1, 2011David E. Brezik
Bankruptcy Law - Whether a Debtor-in-Possession Can avoid a Pre-Petition Real Property Foreclosure that Complies with State Law and is Non-Collusive on the Grounds that the Foreclosure Constituted a Preferential Transfer
Whittle Dev., Inc. v. Branch Banking Trust Co. (In Re Whittle Dev., Inc.), Case No. 10-37084-HDH-11, Adv. No. 11-03150, 2011 Bankr. LEXIS 2956 (Bankr. N.D. Tex. July 27, 2011)
May 19, 2017Cliff Ernst
Diverse Mergers: How to Divide an Entity into Two or More Entities Under a Merger Authorized by the Texas Business Organizations Code
The common conception of a merger is the combination of two entities into one surviving entity. However, the Texas Business Organizations Code (the “TBOC”) provides that through the use of the merger provisions of the code, a Texas domestic entity (an organization formed under or the internal affairs of which are governed by the TBOC ) may be divided into two or more new domestic entities or other organizations or into a surviving domestic entity and one or more new domestic or foreign entities or noncode organizations. This division through use of the merger statutes is sometimes called a divisive merger or a divisional merger. These provisions remain unique to Texas, although Pennsylvania provides for a statutory division but does not deal with division in its merger statutes. Through an illustrative, fictitious case study, this paper will consider the possibilities presented by the Texas divisional merger provisions as a tool to accomplish client goals and will provide a checklist of steps required to accomplish a divisional merger of a Texas limited liability company or limited partnership (including presenting a form plan of merger). This paper will not examine the federal income tax implications of a divisional merger.