Texas Business Organizations Code

§ 21.604 — BUSINESS COMBINATION

BO § 21.604Title 2. CORPORATIONS · Ch. 21. FOR-PROFIT CORPORATIONS · Art. M. AFFILIATED BUSINESS COMBINATIONS

Statute text

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A business combination is:

(1)a merger, share exchange, or conversion of an issuing public corporation or a subsidiary with:

(A)an affiliated shareholder;

(B)a foreign or domestic corporation or other entity that is, or after the merger, share exchange, or conversion would be, an affiliate or associate of the affiliated shareholder; or

(C)another domestic or foreign corporation or other entity, if the merger, share exchange, or conversion is caused by an affiliated shareholder, or an affiliate or associate of an affiliated shareholder, and as a result of the merger, share exchange, or conversion this subchapter does not apply to the surviving corporation or other entity;

(2)a sale, lease, exchange, mortgage, pledge, transfer, or other disposition, in one transaction or a series of transactions, including an allocation of assets under a merger, to or with the affiliated shareholder, or an affiliate or associate of the affiliated shareholder, of assets of the issuing public corporation or a subsidiary that:

…

Legislative history

Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 64, eff. January 1, 2006. Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 85, eff. September 1, 2007.