Application of s. 605.2404 after merger.

(1) A creditor’s right that existed under s. 605.2404 immediately before a merger under that section may be enforced after the merger in accordance with the following provisions:

(a) 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.

(b) A creditor’s right that existed immediately before the merger against a non-surviving company:

1. May be asserted against an asset of the non-surviving company which vested in the surviving company as a result of the merger; and

2. Does not otherwise change.

(c) Subject to subsection (2), the following provisions apply:

1. In addition to the remedy stated in paragraph (b), a creditor with a right conferred under s. 605.2404 which existed immediately before the merger against a non-surviving company or a relocated protected series may assert the right against:

a. 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;

b. An asset of a continuing protected series;

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

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

e. If the creditor’s right was against an asset of a relocated protected series, an asset of another relocated protected series.

2. In addition to the remedy stated in paragraph (b), 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:

a. An asset of a relocated protected series; or

b. An asset of a non-surviving company which vested in the surviving company as a result of the merger.

(2) For the purposes of paragraph (1)(c) and s. 605.2404(2)(a)1., (b)1., and (c)1., the incurrence date is deemed to be the date on which the merger becomes effective.

(3) A merger under s. 605.2604 does not affect the manner in which s. 605.2404 applies to a liability incurred after the merger becomes effective.