From Policy Confusion to Doctrinal Clarity: Successor Liability from the Prospective of Big Data

66 Pages Posted: 30 Aug 2014 Last revised: 6 Oct 2019

See all articles by Frank Fagan

Frank Fagan

South Texas College of Law Houston; EDHEC Augmented Law Institute

Date Written: November 18, 2014


Few corporate law doctrines have undergone more radical change but remain without clear restatement than successor liability. While other doctrines have received sustained empirical and theoretical attention, successor liability remains confused and understudied. This Article presents for the first time a large-scale empirical study of approximately 2,100 successor liability decisions. Employing quantitative machine learning and “big data” processing techniques, the Article develops a new theoretical taxonomy that reflects the underlying textual structure manifested across each of the 2,100 decisions’ full texts. The new taxonomy postulates that courts apply successor liability doctrine to effectuate four aims: (1) to carry out a federal statutory mandate, (2) to rectify liability evasion, (3) to allocate risk, and (4) to support bankruptcy values. The taxonomy is used to clarify the normative ambiguity surrounding application of de facto merger and to mitigate between the competing policies of asset alienability on the one hand and protection for involuntary tort creditors or satisfaction of contract law principles on the other.

Suggested Citation

Fagan, Frank, From Policy Confusion to Doctrinal Clarity: Successor Liability from the Prospective of Big Data (November 18, 2014). Virginia Law & Business Review, Vol. 9, No. 3, p. 391, 2015, Available at SSRN: or

Frank Fagan (Contact Author)

South Texas College of Law Houston

1303 San Jacinto Street
Houston, TX 77002
United States

EDHEC Augmented Law Institute

Roubaix, 59057

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