DISPOSITION OF PROPERTY NOT A MERGER OR CONVERSION; LIABILITY
Applied in 3 court decisions — leading case NuStar Energy, L.P., and Kaneb Management Company, L.L.C. v. Diamond Offshore Company (2013)
Most recently applied in In re 1701 Commerce, LLC (June 2014)
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff
Court decisions citing this, by year. The dip in the last several years is a data-coverage gap, not a real trend — our corpus holds fewer opinions from the most recent years, so recent citations are undercounted.
(a) A disposition of all or part of the property of a domestic entity, regardless of whether the disposition requires the approval of the entity's owners or members, is not a merger or conversion for any purpose.
(b) Except as otherwise expressly provided by another statute, a person acquiring property described by this section may not be held responsible or liable for a liability or obligation of the transferring domestic entity that is not expressly assumed by the person.
Official source: Texas Constitution and Statutes. Reproduced from public-domain Texas statutes; confirm against the official source for the current text. Not legal advice.