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Texas Two-Step: What’s All the Fuss About?
Contains material from Sep 2023
Texas Two-Step: What’s All the Fuss About?
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The Texas Business Organizations Code permits a Texas corporation, LLC or limited partnership to merge into itself and thereby divide its assets and liabilities among itself and one or more additional new entities, but may not thereby prejudice the rights of its creditors under existing laws. Delaware permits LLC and limited partnerships (but not corporation) to effect similar divisions. Recently businesses with mass tort liability litigation have used divisive mergers to apportion their assets and liabilities so that the litigation is allocated to a surviving new entity with limited assets, filed for bankruptcy, and the plaintiffs have challenged the actions in courts with mixed results. Hear a summary of the state of play in this zone.
Includes: Video Audio Slides
- Total Credit Hours:
- 0.75 | 0.25 ethics
- Credit Info
- TX, CA
- Specialization: Civil Appellate Law | Consumer Law | Civil Trial Law | Tax Law
- TX MCLE credit expires: 9/30/2024
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1.
Texas Two-Step: What’s all the Fuss About? (Sep 2023)
Byron F. Egan
0.75
0.25
0.00
0.75 | 0.25 ethics
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Session 1
—42 mins
0.75 | 0.25 ethics
Texas Two-Step: What’s all the Fuss About? (Sep 2023)
The Texas Business Organizations Code permits a Texas corporation, LLC or limited partnership to merge into itself and thereby divide its assets and liabilities among itself and one or more additional new entities, but may not thereby prejudice the rights of its creditors under existing laws. Delaware permits LLC and limited partnerships (but not corporation) to effect similar divisions. Recently businesses with mass tort liability litigation have used divisive mergers to apportion their assets and liabilities so that the litigation is allocated to a surviving new entity with limited assets, filed for bankruptcy, and the plaintiffs have challenged the actions in courts with mixed results. Hear a summary of the state of play in this zone.
Originally presented: Jul 2023 LLCs, LPs and Partnerships
Byron F. Egan,
Jackson Walker LLP - Dallas, TX