Successor Liability and Asymmetric Information

23 Pages Posted: 28 Feb 2006

See all articles by Albert H. Choi

Albert H. Choi

University of Virginia School of Law

Multiple version iconThere are 2 versions of this paper

Date Written: July 24, 2007


The doctrine of successor liability transfers tort liability arising from the seller's past conduct from the seller to the buyer. If the buyer has as much information about the liability as the seller, all beneficial acquisitions take place and the seller takes the efficient level of precaution. However, if the seller has more information about the liability than the buyer, not all beneficial acquisitions are consummated and the seller takes a suboptimal level of precaution. I argue that, in the presence of information asymmetry, the courts should increase the damages against the (potential) seller to provide better incentives to take precaution while decreasing the damages against the buyer to encourage more beneficial asset sales.

JEL Classification: K13, K22, K32

Suggested Citation

Choi, Albert H., Successor Liability and Asymmetric Information (July 24, 2007). Available at SSRN: or

Albert H. Choi (Contact Author)

University of Virginia School of Law ( email )

580 Massie Road
Charlottesville, VA 22903
United States

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