徵求法律英文高手及研究助理 *工作份量 协助撰写研究计画 翻译英文法律期刊 *领域 法律类-公司法/企业并购法/翻译美国期刊法律论文 研究助理协助以lexis westlaw找相关文章 阅读相关文献及翻译 *案件难易度 难-学术性文件 *徵求条件 了解公司法企业并购法 *工作要求 不需逐字翻，但需要段落连贯、意思清楚 意义正确 *工期/截稿日 时间有弹性可议 联络方式 [email protected] 价格 待优/翻译按字计算/请直接联络开价 研究助理-可议 应徵请先试译，谢谢。请有意者来信，请附上简历 试译文章 Initially, the de facto merger theory was based upon the notion that, while a transaction had been structured as an asset purchase, the result looked very much like a merger. The critical elements of a de facto merger were that the selling corporation had dissolved right away and that the shareholders of the selling corporation had received stock in the buying corporation. These two facts made the result look very much like a merger. The theory was applied, for example, to hold that dissenters' rights granted by state merger statutes could not be avoided by structuring the transaction as an asset sale. While this may have pushed an envelope or two, the analysis was nonetheless framed within traditional common law concepts of contract and corporate law. However, the de facto merger doctrine was expanded in 1974 to eliminate the requirement that the corporation dissolve and, more importantly, to introduce into the equation the public policy consideration that if successor liability were not imposed, a products liability plaintiff would be left without a remedy. In balancing the successor company's interest against such a poor plaintiff, the plaintiff wins. --

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