Fizzano Brothers Concrete Products, Inc. v. XLN, Inc.

OPINION

Justice McCAFFERY.

At issue in this appeal is a question of corporate successor liability under the de facto merger doctrine or exception. The trial court concluded that XLNT Software Solutions, Inc. (“XLNT”) was liable for a judgment owed by XLN, Inc. (“XLN”), pursuant to this exception. XLNT and XLN lacked common shareholders and higher management; however, the *247corporations each employed the same two key employees in positions of authority and who, at all relevant times, were principal owners of the essential asset around which the business of the two corporations operated.

The…