21-534. Application of section 21-523 after merger.

372 words·~2 min read·/ne/chapter-21/21-534

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)A creditor’s right that existed under section 21-523 immediately before a merger under section 21-530 may be enforced after the merger in accordance with the following rules:

(1)A creditor’s right that existed immediately before the merger against the surviving company, a continuing protected series, or a relocated protected series continues without change after the merger.

(2)A creditor’s right that existed immediately before the merger against a nonsurviving company:

(A)may be asserted against an asset of the nonsurviving company which vested in the surviving company as a result of the merger; and

(B)does not otherwise change.

(3)Subject to subsection

(b)of this section, the following rules apply:

(A)In addition to the remedy stated in subdivision (a)(1) of this section, a creditor with a right under section 21-523 which existed immediately before the merger against a nonsurviving company or a relocated protected series may assert the right against:

(i)an asset of the surviving company, other than an asset of the nonsurviving company which vested in the surviving company as a result of the merger;

(ii)an asset of a continuing protected series; or

(iii)an asset of a protected series established by the surviving company as a result of the merger;

(iv)if the creditor’s right was against an asset of the nonsurviving company, an asset of a relocated series; or

(v)if the creditor’s right was against an asset of a relocated protected series, an asset of another relocated protected series.

(B)In addition to the remedy stated in subdivision (a)(2) of this section, a creditor with a right that existed immediately before the merger against the surviving company or a continuing protected series may assert the right against:

(i)an asset of a relocated protected series; or

(ii)an asset of a nonsurviving company which vested in the surviving company as a result of the merger.

(b)For the purposes of subdivision (a)(3) of this section and subdivisions (b)(1)(A), (b)(2)(A), and (b)(3)(A) of section 21-523 , the incurrence date is deemed to be the date on which the merger becomes effective.

(c)A merger under section 21-530 does not affect the manner in which section 21-523 applies to a liability incurred after the merger.