surviving entity. Indeed, an entity that is not the surviving entity is referred to in § 92A.250(1)(a) as "a constituent entity".
129 The third point is that a constituent entity involved in a merger that is not the surviving entity does not simply disappear, for that is only half the picture. The text of § 92A.250(1)(a) is important. It provides that the separate existence of every entity except the surviving entity ceases when a merger takes effect. The use of the word separate reinforces that what occurs is not the complete extinction of the constituent entities, but their merger into the surviving entity.
130 The fourth point is that the scheme of § 92A.250(1) is to transfer, uno ictu, a whole host of legal incidents from Twitter Inc to X Corp, while at the same time extinguishing the separate existence of Twitter Inc. Those legal incidents relate to liabilities, real estate and other property, owners' obligations and pending proceedings. They are broad, and the transfer is wholesale. As a matter of characterisation, this (together with the fact that Twitter Inc ceased to exist) tells in favour of considering the transfer of legal incidents as one that affects the status of X Corp.
131 For these reasons, NRS § 92A.250(1) is a law that goes to the status X Corp for the purposes of the Foreign Corporations (Application of Laws) Act. To adopt the language of the Nevada statute, Twitter Inc was a constituent entity that merged into X Corp. It was only upon that occurrence that Twitter Inc ceased to exist, and it was only its separate existence that ceased. X Corp's "status" is as the surviving entity of a statutory merger, in which Twitter Inc was a constituent entity that merged into X Corp, with all of the legal consequences that ensue pursuant to § 92A.250(1).
Findings as to the content of Nevada law
132 Accordingly, whether X Corp was subject to an obligation under s 57 of the Online Safety Act turns on whether NRS § 92A.250(1)(d) has the effect, by virtue of the Foreign Corporations (Application of Laws) Act, of making it part of the "status" of X Corp that it is subject to regulatory obligations to which Twitter Inc was subject immediately before the merger.
133 To resolve this issue, it is necessary to make a finding as to whether the word "liabilities" in § 92A.250(1)(d) includes regulatory obligations.
134 In making findings as to the effect of the law of Nevada upon the status of X Corp, I must proceed on the basis that "Australian courts know no foreign law": Neilson at [115] (Gummow and Hayne JJ). The content of foreign law is therefore a question of fact that is to be proven. However, elements of foreign law are facts of a peculiar kind: Parkasho v Singh [1968] P 233
