NCJ Number
137504
Journal
American Journal of Criminal Law Volume: 19 Issue: 3 Dated: (Spring 1992) Pages: 435-483
Date Published
1992
Length
49 pages
Annotation
This discussion of the theories and policies underlying criminal law and corporate successor liability in Texas is timely as many States are beginning to realize the full implications of corporate successor liability in the areas of criminal law, bankruptcy, product liability, environmental law, and employee benefits. Early analysis of this liability problem will minimize future judicial and legislative error.
Abstract
Beginning with an overview of the theories and purposes underlying criminal law, this note analyzes criminal alternatives to civil fines, discusses the development of corporate successor liability in the U.S., and examines corporate successor liability in Texas. The author maintains that a successor corporation should not be held criminally liable for the actions of its predecessor, but should only be held civilly liable. The author proposes that the Texas Business Corporation statutes be amended to clarify the procedures and liabilities involved with business mergers. The effects of this proposal on the transfer of assets, deterrence, recovery by plaintiffs, innocent parties, and fraud are outlined. Finally, the Texas proposal is applied to four different scenarios of the Exxon Valdez situation, under the assumption that a merger has occurred between Exxon and a successor corporation. 329 notes