CODE OF VIRGINIA

APPLICATION OF § 13.1-1099.10 AFTER MERGER (§ 13.1-1099.20)

A. A creditor’s right that existed under § 13.1-1099.10 immediately
before a merger under § 13.1-1099.16 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 non-surviving company:
   				a. May be asserted against an asset of the non-surviving company that
   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 1, a creditor with a
   right under § 13.1-1099.10 that existed immediately before the merger against
   a non-surviving company or a relocated protected series may assert the right
   against:

      1. An asset of the surviving company, other than an asset of the
      non-surviving company that vested in the surviving company as a result of
      the merger;

      2. An asset of a continuing protected series;

      3. An asset of a protected series established by the surviving company as a
      result of the merger;

      4. If the creditor’s right was against an asset of the non-surviving
      company, an asset of a relocated protected series; or

      5. If the creditor’s right was against an asset of a relocated
      protected series, an asset of a relocated protected series.
      					b. In addition to the remedy stated in subdivision 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:

      1. An asset of a relocated protected series; or

      2. An asset of a non-surviving company that vested in the surviving company
      as a result of the merger.

B. For the purposes of subdivision A 3 and subdivisions B 1a, B 2a, and B 3a of
§ 13.1-1099.10, the incurrence date is deemed to be the date on which the
merger becomes effective.

C. A merger under § 13.1-1099.16 does not affect the manner in which §
13.1-1099.10 applies to a liability incurred after the merger.

HISTORY: 2019, c. 636.