[nickelpro]

If I buy a candy bar from a bankrupt chocolate company I don't inherit any liability from the candy bar.

"Breaking up" a company by selling its assets and distributing the profits to creditors absolutely does vanish the liability.

[s1artibartfast]

I think maybe we're confusing terms here. Breaking up a company normally means separated into smaller existing companies. If you buy 3m's candy bar division, you still might be on the hook for the forever chemicals the candy shop dumped in the river.

If you're just talking about dissolving a company and selling off the tangible assets, not selling off functional business units then I agree, liability doesn't follow material Goods. This generally isn't considered breaking up a company.

Breaking up a large company into smaller ones during bankruptcy does not by default absolve the smaller companies of liability. Courts can add bankruptcy settlement terms that absolve a company of liability moving forward, but these can be applied to the company at all as a whole or the smaller businesses if it is broken up.

[valleyer]

What statute or case law supports this distinction between material goods and business units?

It seems reasonable to me that you could absolutely purchase a business unit from a bankrupt company without any associated liabilities. Of course, you'd pay the full price for it (as compared to the discount you'd be able to negotiate if you accepted liabilities). And, of course, the proceeds of the sale would go to the creditors before the shareholders.

[s1artibartfast]

I am not a lawyer, but here is a decent summary [1]. The legal term you would be looking for is "successor liability".

Liability can be servered from a operational buisness unit, but it basically requires the court intervention to formalize the seperation. Liability follows the functional business so that sale can't be used to evade liability.

Imagine if this wasnt the case. 3M could take on 100B debt, sell the bussness & assets to "4M" , leaving "3M" with no funds or assets for the creditors to go after.

https://www.ballardspahr.com/insights/alerts-and-articles/20....

[valleyer]

Thanks for the link.