Successor liability

Successor liability — a buyer inheriting the seller’s obligations. In a share deal it isn’t a doctrine, it’s the whole transaction: the corporation’s history comes with the shares. In a true asset deal it is the exception — but the edges matter: liabilities you contractually assume, liens riding the assets themselves, transfers structured to defraud creditors, and the practical reality that BIR can chase assets moved out of a delinquent taxpayer. The clearance-and-holdback stack in 4.3 exists to keep the exception exceptional.

First used in: 4.3 · PH due diligence: acquisition II