“Structuring Divisive Mergers Under the Delaware and Texas Statutes”

August 24, 2022 | Speaking Engagements

Jackson Walker partners Byron Egan, William Hornberger, and Machir Stull will join Cliff Ernst (McGinnis Lochridge) for a CLE webinar discussing divisive merger statutes on Wednesday, August 24. Presented by Strafford, the course will walk through 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 parties.

The discussion will cover:

  • Delaware and Texas divisive merger statutes: structuring alternative to M&A spinoffs and carve-outs
  • Mechanics of a divisive 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
  • Effects of fraudulent transfer, bankruptcy, and other laws affecting rights of creditors on divisive mergers

Event Information

“Structuring Divisive Mergers Under the Delaware and Texas Statutes”
Wednesday, August 24, 2022
12 p.m. CT | 1 p.m. ET
Get the details »

Meet Our Team

Byron F. Egan regularly handles business combinations of corporations, limited liability companies, and partnerships, including mergers and acquisitions, purchases and sales of stock, and other equity interests, and sales and exchanges of assets. He also handles the related entity governance and structure issues. In 2020, Byron published the third edition of EGAN ON ENTITIES: Corporations, Partnerships and Limited Liability Companies 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 among the top corporate and M&A lawyers in Texas by a number of publications. Also, he was honored in 2019 as Chair Emeritus of the State Bar of Texas’ Choice, Governance & Acquisition of Entities Course, which he co-founded in 2002.

William H. Hornberger‘s tax practice has touched nearly every area, including corporate, partnerships and LLCs, international, real estate, corporate, oil and gas, bankruptcy, tax credit and tax controversy and procedural matters. His broad transactional practice includes mergers and acquisitions, complex partnership, joint venture, real estate and private equity arrangements, complicated cross-border business structuring matters involving investors from multiple countries, Tax Treaty and IRS Competent Authority matters. He has represented taxpayers on tax controversy matters in IRS administrative appeals and before the U.S. Tax Court, the U.S. District Court, the U.S. Bankruptcy Court, the Courts of Appeals for the Fifth and Eleventh Circuits and the U.S. Court of International Trade.

Machir Stull is a bankruptcy attorney with experience representing nearly every constituency in a bankruptcy, from debtors and committees to trustees and landlords. His clients have spanned a broad range of industries, including healthcare, energy, and real estate.