“Structural mergers that divide under Delaware and Texas law” – Jackson Walker

Jackson Walker partners Byron Egan, William Hornberger and Machir Stull will join Cliff Ernst (McGinnis Lochridge) for a CLE webinar on divisive merger statutes on Wednesday, August 24. Presented by Strafford, the course will explain how to structure a divisive merger and what the implications are for existing and future credit agreements and other contracts to which Delaware and Texas entities may be party.

The discussion will focus on:

  • Delaware and Texas Separative Merger Laws: Structuring Alternative to M&A Spin-offs and Carve-Outs
  • Mechanics of a fusion that divides
  • Effect of the separating merger: distribution of the assets, properties, licenses, debts, liabilities and duties of the separating entity between several survivors
  • Federal tax treatment of split mergers
  • Effects of Fraudulent Conveyance, Bankruptcy, and Other Laws Affecting Creditors’ Rights on Divisive Mergers

Event Information

“Structural Mergers That Divide Under Delaware and Texas Laws”
Wednesday, August 24, 2022
12pm CT | 1 p.m. ET
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Meet our team

Byron F. Egan routinely manages business combinations of corporations, LLCs, and partnerships, including mergers and acquisitions, purchases and sales of stock and other equity interests, and sales and asset trading. It also manages related governance and entity structure issues. In 2020, Byron published the third edition of EGAN ON ENTITIES: Corporations, Partnerships and LLCs in Texas, a treatise on the Texas Business Organizations Code. Byron is the only attorney to have received the Burton Award for Legal Achievement four times and is consistently recognized as one of Texas’ top corporate and M&A attorneys by a number of publications. Additionally, he was honored in 2019 as Chairman Emeritus of the Texas State Bar’s Entity Choice, Governance, and Acquisition Course, which he co-founded in 2002.

William H. Hornberger’s tax practice touched almost every area including corporate, partnership and LLC, international, real estate, corporate, oil and gas, bankruptcy, credit tax and tax controversy and procedural issues. His extensive transactional practice includes mergers and acquisitions, complex partnerships, joint ventures, real estate and private equity deals, complex cross-border corporate structuring issues involving investors from multiple countries, tax treaty issues and competent authority of the IRS. He has represented taxpayers in tax disputes in IRS administrative appeals and before the US Tax Court, US District Court, US Bankruptcy Court, Courts of Appeals for the Fifth and Eleventh Circuits and the US Court of International Trade.

Machir Stull is a bankruptcy attorney with experience representing almost all constituencies of a bankruptcy, from debtors and committees to trustees and owners. Its clients span a wide range of industries, including healthcare, energy and real estate.