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15 Pa. Cons. Stat. § 1904

 De facto transaction doctrine abolished.

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§ 1904.  De facto transaction doctrine abolished.

The doctrine of de facto mergers, consolidations and other fundamental transactions is abolished and the rules laid down by Bloch v. Baldwin Locomotive Works, 75 Pa. D. & C. 24 (C.P. Del. Cty. 1950), and Marks v. The Autocar Co., 153 F.Supp. 768 (E.D. Pa. 1954), and similar cases are overruled. A transaction that in form satisfies the requirements of this title may be challenged by reason of its substance only to the extent permitted by section 1105 (relating to restriction on equitable relief).

(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)

Notes of Decisions
Cited in 5 cases (3 in the last 5 years), 2000–2024 · leading case: Smith, K. v. A.O. Smith Corp.
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Smith, K. v. A.O. Smith Corp. (2022) pasuperct · cites it 2× “” Lavelle, 555 ____________________________________________ 15 Pa.C.S. § 1904. However, no Pennsylvania state court has ever interpreted this statute, let alone found that the statute abolishes the de facto merger or mere continuation exceptions to the general rule against…”
Lehman Bros. Holdings v. Gateway Funding Diversified Mortgage Services (2013) paed “Gateway points to 15 Pa. Cons. Stat. Ann. § 1904 (1989), which states: The doctrine of de facto mergers, consolidations and other fundamental transactions is abolished and the rules laid down by Bloch v.”
First Union National Bank v. Quality Carriers Inc. (2000) pactcomplphilad “15 Pa.C.S. §1904. . 15 Pa.C.S. §1105. . It is important to note that Jones was decided before significant changes were made to Pennsylvania corporate statutes between 1988 and 1990.”
Four Seasons Logging, LLC v. Dept. of L&I, Office of UC Tax Services (2024) pacommwct · cites it 2× “The Department also did not address 15 Pa.C.S. § 1904, which abolished the doctrine of de facto mergers.”
Rosenkeimer, A. v. A.O. Smith Corp. (2022) pasuperct “” See 15 Pa.C.S. § 1904. However, no Pennsylvania state court has ever interpreted this statute, let alone found that the statute abolishes the de facto merger or mere continuation exceptions to the general rule against successor liability.”
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