AI-assisted research summary: A creditor can enforce certain pre-merger rights after a merger, and the merger can change which assets the creditor may pursue.
(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. History: Laws 2018, LB1121, § 35; Laws 2019, LB78, § 18.