Monday, April 4, 2022

Mergers and Notes

The panel majority in Texas Champps Americana v. Comerica Bank concluded that after a merger, Comerica owned the note sued upon, noting evidence about the handling of the note and its accounting, in the context of Tex. Bus. Orgs. Code § 10.008(a)(2) which provides: “[A]ll rights, title, and interests to all real estate and other property owned by each organization that is a party to the merger is allocated to and vested ... in one or more of the surviving or new organization as provided in the plan of merger without ... any transfer or assignment having occurred[.]” A dissent found inadequate proof without evidence tied to the actual plan of merger. No. 05-20-00461-CV (March 29, 2022).

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