sentences:  Liability of the successor corporation, in reference to third parties, is another consideration.In a sale-of-assets debt, present and possible, stay with the old corporation instead of transferring, even if the purchasing corporation continues similar business.“Third parties with a claim against the dissolving corporation lose the opportunity to bring suit if successor liability does not attach.” 
  
  Most courts, particularly in Delaware, have rejected the "de facto merger" doctrine and refuse to imply merger-type protection in these cases.