‘Restructuring’ refers to any action that alters the identity or character of a business entity (e.g. a merger).
[4] Thus, it is an important component of the legal system that supports the structural change needed in dynamic business sectors while also protecting individual and societal interests.
While a restructuring does not automatically give rise to successor liability, the following situations are often considered to be relevant when determining whether or not such liability exists: there is an explicit agreement between the parties on the assumption of some liabilities; the restructuring is considered to be a de facto merger; the restructuring results in the mere continuation of the predecessor’s business; and the transaction underpinning the restructuring was fraudulent and used to escape liability.
In some jurisdictions, it is not clear whether successor liability exists at all, opening up the possibility that even minor business reorganisations could 'wipe the slate clean' from the standpoint of criminal law enforcement.
Other countries have comprehensive statutory frameworks that address successor liability.