(a) A creditor's right that existed under § 4-37-404 immediately before a merger under § 4-37-604 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 non-surviving company which 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 (a)(1), a creditor with a right under § 4-37-404 which existed immediately before the merger against a non-surviving company or a relocated protected series may assert the right against:
(i) an asset of the surviving company, other than an asset of the non-surviving 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 non-surviving 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), 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 non-surviving company which vested in the surviving company as a result of the merger.
(b) For the purposes of subdivision (a)(3) and § 4-37-404(b)(1)(A), § 4-37-404(b)(2)(A), and § 4-37-404(b)(3)(A), the incurrence date is deemed be the date on which the merger becomes effective.
(c) A merger under § 4-37-604 does not affect the manner in which § 4-37-404 applies to a liability incurred after the merger.
Structure Arkansas Code
Title 4 - Business and Commercial Law
Subtitle 3 - Corporations and Associations
Chapter 37 - Uniform Protected Series Act
Subchapter 6 - Entity Transactions Restricted
§ 4-37-602. Protected series may not be party to entity transaction
§ 4-37-603. Restriction on entity transaction involving protected series
§ 4-37-604. Merger authorized — Parties restricted