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Initially, the de facto merger theory was based upon the notion that,
while a transaction had been structured as an asset purchase, the result
looked very much like a merger. The critical elements of a de facto merger
were that the selling corporation had dissolved right away and that the
shareholders of the selling corporation had received stock in the buying
corporation. These two facts made the result look very much like a merger.
The theory was applied, for example, to hold that dissenters' rights granted
by state merger statutes could not be avoided by structuring the transaction
as an asset sale. While this may have pushed an envelope or two, the analysis
was nonetheless framed within traditional common law concepts of contract
and corporate law. However, the de facto merger doctrine was expanded in
1974 to eliminate the requirement that the corporation dissolve and, more importantly, to introduce into the equation the public policy consideration
that if successor liability were not imposed, a products liability plaintiff
would be left without a remedy. In balancing the successor company's
interest against such a poor plaintiff, the plaintiff wins.
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