The general rule is that a corporation which acquires the assets of another is not liable for the torts of its predecessor. An exception to the rule is the de facto merger doctrine in which the corporation is shorn of its assets and becomes, in essence, a shell. Legal dissolution is not necessary in order to invoke the doctrine.
One River Run Acquisition, LLC v. Milde, NY Slip Op 03653 (1st Dep't June 17, 2025)
