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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