Is a corporation that purchases assets of another corporation generally liable for the seller's liabilities?

MultiRegion, United States of America

The following excerpt is from Cortez Byrd, Simmons Lumber Co. v. Republic Honduras, No. 13-3794-cv (2nd Cir. 2015):

and traditional common law, a corporation that purchases the assets of another corporation is generally not liable for the seller's liabilities." New York v. Nat'l Serv. Indus., Inc., 460 F.3d 201, 209 (2d Cir. 2006).1 "[A] buyer of a corporation's assets will be liable as its successor[, however,] if: (1) it expressly or impliedly assumed the predecessor's tort liability, (2) there was a consolidation or merger of seller and purchaser, (3) the purchasing corporation was a mere continuation of the selling corporation, or (4) the transaction is entered into fraudulently to escape such obligations." Id. (internal quotation marks omitted).

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