§ 4-37-608 — Application of Section 4-37-404 after merger

(a) A creditor's right that existed under § 4-37-404 immediately before a merger under § 4-37-604 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 non-surviving company which vested in the surviving company as a result of the merger; and (B) does not otherwise change. (3) Subject to subsection (b), the following rules apply: (A) In addition to the remedy stated in subdivision (a)(1), a creditor with a right under § 4-37-404 which existed immediately before the merger against a non-surviving company or a relocated protected series may assert the right against: (i) an asset of the surviving company, other than an asset of the non-surviving 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 non-surviving 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), 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 non-surviving company which vested in the surviving company as a result of the merger. (b) For the purposes of subdivision (a)(3) and § 4-37-404(b)(1)(A) , § 4-37-404(b)(2)(A) , and § 4-37-404(b)(3)(A) , the incurrence date is deemed be the date on which the merger becomes effective. (c) A merger under § 4-37-604 does not affect the manner in which § 4-37-404 applies to a liability incurred after the merger.

Legislative History

Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.