Haftungsrisiken beim Unternehmenskauf in den USA

The question of the continuity of legal relationships when changing the corporate entity poses significant challenges for German commercial and corporate law. The point of reference for this is the controversial ratio legis of §§ 25 and 28 of the German Commercial Code (HGB). The discussion regarding the appropriate distribution of liability risks in corporate acquisitions has now largely followed well-trodden paths in this country, with the boundary between strictly legal and legal-political arguments becoming increasingly blurred. By examining successor corporation liability in U.S. law, insights and stimuli can be found for the stagnated discussion in Germany. Therefore, the presentation of American law is at the center of this work. The findings obtained here argue against the introduction of a concept of liability continuity in Germany.