Structuring Divisive Mergers Under the Delaware and Texas Statutes

Morris Nichols partner Jason Russell will serve as a panelist in the live webinar, “Divisions Under the Delaware and Texas Statutes” on Tuesday, April 23 from 1:00pm-2:30pm EDT. The panel will guide M&A counsel on how to structure a divisive merger and discuss the implications of divisive mergers for existing and future credit agreements and other contracts to which Delaware and Texas entities may be parties.

The panel will review:

• 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

CLE opportunities are available.