Session Laws

Whereas, The deferred operation of this act would tend to defeat its purpose, which is to immediately authorize the merger or consolidation of certain limited partnerships or other business entities, therefore it is hereby declared to be an emergency law, necessary for the immediate preservation of the public convenience.

Be it enacted by the Senate and House of Representatives in General Court assembled, and by the authority of the same, as follows:

SECTION 1. Notwithstanding the provisions of any general or special law to the contrary, The Taubman Realty Group Limited Partnership is hereby authorized to merge or consolidate with or into one or more limited partnerships or other business entities formed or organized under the laws of the state of Delaware pursuant to an agreement of merger or consolidation. Upon such merger or consolidation of The Taubman Realty Group Limited Partnership, all of the rights, privileges, powers, property and causes of action of The Taubman Realty Group Limited Partnership shall be in the surviving or resulting limited partnership or other business entity. The rights of creditors and all liens upon any property of The Taubman Realty Group Limited Partnership shall be preserved unimpaired and all debts, liabilities and duties of The Taubman Realty Group Limited Partnership shall attach to the surviving or resulting limited partnership or other business entity and may be enforced against it to the same extent as if incurred or contracted by it. The merger of The Taubman Realty Group Limited Partnership shall not cause its dissolution or termination and shall not require it to wind up its affairs or pay its liabilities and distribute its assets under sections forty-six and forty-seven of chapter one hundred and nine of the General Laws.

SECTION 2. The provisions of this act shall not relieve any person, partnership or other entity of any tax liability to the commonwealth or any of its political subdivisions which has been incurred prior to the effective date of this act.