Mergers and Notes

The panel majority in Texas Champps Americana v. Comerica Bank concluded that after a merger, Comerica owned the note sued upon, noting evidence about the handling of the note and its accounting, in the context of Tex. Bus. Orgs. Code § 10.008(a)(2) which provides: “[A]ll rights, title, and interests to all real estate and other property owned by each organization that is a party to the merger is allocated to and vested … in one or more of the surviving or new organization as provided in the plan of merger without … any transfer or assignment having occurred[.]” A dissent found inadequate proof without evidence tied to the actual plan of merger. No. 05-20-00461-CV (March 29, 2022).