Welco Industries v. Applied Companies 사건에 있어서 승계회사의 책임에 관한 연구 = The analysis and suggestion on corporate successor liability in Welco Industries v. Applied Companies Case

다국어 초록 (Multilingual Abstract)

A distinguishing feature of a businass combination carried out as a meger or consolidation is that by operation of law the surviving corporation is subject to all the liabilities of the acquired companies. In contrast, when the combination is structured as a purchase-sale, absent special circumstances, the acquiring company is subject only to those liabilities it has agreed to assume. But there are just four circumstances in which the selling corporation's creditors could successful proceed against a purchaser who had not so assumed the debt owed to that proceed against a purchaser who had not so assumed the debt owed to that creditor; (1)where the purchaser expressly or impliedly agree to assume such debts; (2)where the transaction amounts to a consolidation of meger of the corporations; (3)where the purchasing corporation is merely a continuation of the selling corporation; and (4)where the transaction is entered into flaudulently in order to escape liability for such debts.
This traditional approach continues to be the great weight of authority, despite the important onroads, discussed below, that modern tort las trends have made on the subject. The most significant testing of the rigidity of these four exceptions has occurred in the context of product liability claims brought against corporations that acquired the assets of a company a defective product.
In Welco Industries v. Applied Companies, the Ohio Supreme Court was again faced with the controversy of corporate successor liability. The issue was whether a successor corporation that purchase the assets of another corporation may be held liable for the unassumed contractual obligations of the predecessor under the mere continuation exception to corporate successor nonliability.
Welco court declined to expand the "mere continuation" exception to successor liability. The decision upholds the basic freedom of purchasers of "going concern businesses" to acquiring liabilities.
The purpose of this Note is to carefully analyze the Ohio Supreme Court's reasoning in Welco and is implications. Part Ⅱ analyzes the case itself, presenting the facts, procedure, and reasoning of the majority and dissent. Part Ⅲ discusses corporate successor liability in general, and then focuses narrowly on the mere continuation exception to successor nonliability and analyzes the court's refusal to expand the mere continuation exception. Finally, Part Ⅳ our present situation, suggesting proposal things.

목차 (Table of Contents)

• Ⅰ. 서 언
• Ⅱ. Welco Industries v. Applied Company사건
• 1. 사실관계
• 2. 경과과정
• 3. 다수의견
• 4. 반대의견
• Ⅲ. 일반적인 승계회사의 책임과 예외규정의 확장
• 1. 일반적인 승계회사의 책임
• 2. 예외규정의 확장
• 3. 분석
• Ⅳ. 결 론