de facto merger

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1.510 documents for de facto merger

- Rondy & Co., Inc. v. Plastic Lumber Co., (Ohio 2011)
successor liability, mere continuation, de facto merger
- Ohio Supreme Court
- Telxon Corp. v. Smart Media of Delaware, Inc., (Ohio 2005)
New trial, jury deliberations - unadmitted evidence - negligent misrepresentation - intentional misrepresentation - fraud - breach of contract - promissory estoppel - tortious interference with business relationship - excessive damages - expectation damages - consequential damages - lost future profits - Evid.R. 403(A) mandatory exclusion - shareholders claims - incidental beneficiary - Civ.R. 25(C) joinder - corporate transfer of interest - de facto merger - due process - punitive damages - prejudgment interest - directed verdict - judgment notwithstanding the verdict - JNOV - cross-appeal.
- Ohio Supreme Court
- 3rd Circuit Rules Successor Company May Be Liable for Cleanup Costs
The corporate successor to a battery company that contaminated several industrial waste sites with lead could be liable for environmental cleanup costs under a de facto merger theory, the 3rd Circuit has ruled in affirming summary judgment for the government. The federal government incurred several million dollars in environmental cleanup costs at five waste disposal sites in Pennsylvania that were found to be contaminated with lead. The Environmental Protection Agency alleged the contamination was the result of the dumping of waste by a defunct company that manufactured lead acid batteries from the 1930s through 1966. Another corporation acquired the company for stocks and cash in 1966. That entity later merged with the defendant.
- Lawyers USA
- September 26, 2005

- State v. Whatley, (Ohio 2008)
Ex post facto; firearm specifications; merger.
- Ohio Supreme Court
- the State of New York, Plaintiff-Counter-Defendant-Appellant, v. National Service Industries, Inc., Defendant-Counterclaimant-Appellee. Docket No. 05-4706-Cv., 460 F.3d 201 (2nd Cir. 2006)
... of ownership to find the existence of a de facto merger, and thus, successor liability. For that re...
- Federal Circuits
- Mohammadpour v. Thomas, (Ohio 2005)
De facto consolidation or merger of corporation - Corporate successor liability - Mere continuation of corporation - Piercing the corporate veil.
- Ohio Supreme Court
- Mandalaywala v. Omnitech Electronics, Inc., (Ohio 2006)
As a general rule, a successor corporation is not liable for the contractual debts of its predecessor unless (1) the buyer expressly or impliedly agrees to assume such liability; (2) the transaction amounts to a de facto consolidation or merger; (3) the buyer corporation is merely a continuation of the seller corporation; or (4) the transaction is entered into fraudulently for the purpose of escaping liability. Depending upon the facts, the mere continuation exception to the general rule of non-liability of a successor corporation may be applied to find liability of the successor corporation for the predecessor's contracts.
- Ohio Supreme Court
- State v. Bell, (Ohio 2008)
Merger, Sentence, State v. Foster, State v. Mallette, Due process, Ex Post Facto.
- Ohio Supreme Court
- Darren Johnson v. Martin Horn, (3rd Cir. 2011)
... conduct; 2) whether the doctrine of de facto merger established PHS as the successor in interes...
- Federal Circuits
- State v. Seljan, (Ohio 2008)
Insufficient evidence; firearm specification; control; manifest weight; drug trafficking; jury instructions; plain error; credibility; merger; drug possession; meth lab; R.C. 2929.11; R.C. 2929.12; State v. Foster; ex post facto clause; ineffective assistance of counsel.
- Ohio Supreme Court