Eddie Cordes, Inc., Transferee - Page 6




                                        - 6 -                                         
               In connection with the merger between petitioner and Cordes            
          Finance Corp., petitioner assumed all of Cordes Finance Corp.’s             
          liabilities, without limitation.  The merger agreement                      
          specifically provided “the Surviving Corporation * * * shall be             
          liable and responsible for all the liabilities and obligations of           
          the Constituent Corporations.”  Likewise, Okla. Stat. Ann. tit.             
          18, sec. 1088 (West 1986) provides:                                         
                    When any merger or consolidation shall have become                
               effective * * * all debts, liabilities and duties of                   
               the respective constituent corporations, from that time                
               forward, shall attach to said surviving or resulting                   
               corporation, and may be enforced against it to the same                
               extent as if said debts, liabilities and duties had                    
               been incurred or contracted by it.                                     
          See also Turnbull, Inc. v. Commissioner, 42 T.C. 582 (1964)                 
          (holding “attached” in a similar context meant the surviving                
          corporation “assumed” the liabilities of the merging                        
          corporation), supplementing T.C. Memo. 1963-335, affd. 373 F.2d             
          91 (5th Cir. 1967); Okla. Stat. Ann. tit. 18, sec. 1.167(4) (West           
          1947) (a predecessor to Okla. Stat. Ann. tit. 18, sec. 1088 (West           
          1986)) (the surviving corporation shall be “liable for all the              
          liabilities and obligations of each of the constituent                      
          corporations so merged”).8  Because petitioner’s transferee                 


               8See also Cherokee Labs., Inc. v. Pierson, 415 F.2d 85, 86             
          (10th Cir. 1969) (stating that under Okla. Stat. Ann. tit. 18,              
          sec. 1.167 (West 1947), “the surviving corporation is fully                 
          liable and responsible for the acts and obligations of its                  
          predecessors.”); In re Sunset Sales, Inc., 220 Bankr. 1005, 1013-           
          1014 (B.A.P. 10th Cir. 1998) (citing Am. Ry. Express Co. v.                 
                                                             (continued...)           





Page:  Previous  1  2  3  4  5  6  7  8  9  Next

Last modified: May 25, 2011