Nebraska § 21-534 Application of section21-523after merger

Nebraska Statutes

§ 21-534 — Application of section21-523after merger

Nebraska § 21-534

Ch. 21Corporations and Other Companies

This text of Nebraska § 21-534 (Application of section21-523after merger) is published on Counsel Stack Legal Research, covering Nebraska primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Neb. Rev. Stat. § 21-534 (2026).

Text

(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

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(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.