The law of successor criminal liability is simple-corporate successors are liable for the crimes of their predecessors. Always. Any corporation that results from any merger, consolidation, spin-off, etc., is on the hook for all the crimes of all the corporations that went into the process. Such a coarse-grained, one-track approach fails to recognize that not all reorganizations are cut from the same cloth. As a result, it skews corporate incentives against reorganizing in more socially beneficial ways. It also risks punishing corporate successors unjustly.
Mihailis E. Diamantis,
Yale J. on Reg.
Available at: https://digitalcommons.law.yale.edu/yjreg/vol36/iss1/1