Is anyone familiar with the request I have from one of our attorneys as
follows:
I have a quote from a law review article that appears to be an extract
from Philip Blumberg's seven volume series on corporations. I think it
is called the Law of Corporate Forms, or something like that. There is
a section or sections on Successor Liability in the final volumes as
published. I need a copy of those sections as soon as possible.
The quote I have goes something like this:
Even if otherwise applicable, successorship liability will not be
imposed under this doctrine unless two other essential elements are
established. First, application of successor liability depends on the
lack of availability of a remedy against the predecessor; the doctrine
is not available where the predecessor is still in existence. 21 Second,
a transfer of the assets of the business must have taken place. Thus,
even where an alleged successor has the same shareholders, same name,
and conducts a related business, there can be no successor liability
where there has been no transfer of the predecessor's assets or
continuation of its manufacturing activities. 22 In applying the mere
continuation doctrine, courts have rejected the "totality of the
circumstances" standard and instead have insisted that all of the
necessary elements must be established.
Kathleen Comeau
Pullman & Comley
Law Library
850 Main Street
Bridgeport, CT 06601
203/330-2040
This archive was generated by hypermail 2b29 : Wed Nov 14 2007 - 20:47:01 PST