A corporate restructuring can impact not only the successor’s liabilities, but also where the successor can be sued. Although a successor’s assumption of its predecessor’s liabilities subjects the successor to litigation based on its predecessor’s conduct, it does not necessarily subject the successor to suit in the same jurisdictions as its predecessor. Whether a successor can be sued in a particular forum based on its predecessor’s in-forum contacts depends on how the successor acquired its predecessor’s liabilities.

Under settled Second Circuit law, a court may impute to a successor the in-forum contacts of its predecessor when the successor acquired the predecessor’s liabilities through a merger or its equivalent. In Suez Water New York v. E.I. du Pont de Nemours & Co., 2022 WL 36489 (S.D.N.Y. Jan. 4, 2022), Southern District Judge Lewis J. Liman recently addressed the related question of whether the in-forum contacts of a predecessor can be imputed to its successor in a non-merger context.

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