Do the Two-Step: Comparing Divisive Mergers and Divisions in Texas and Delaware

Divisive mergers allow eligible entities to separate select assets and liabilities into a new entity without the transactional costs of a full spin-off or demerger, and without triggering anti-assignment or transfer provisions common in many commercial agreements. Delaware and Texas dominate the landscape of divisive mergers—but hardly offer the same systems. Use this new comparison chart to understand the key differences and similarities between divisive mergers and divisions under Texas and Delaware law.

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• Divesting Assets and Businesses
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