Crawford Harbor Associates v. Blake Construction Co.

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• finding no de facto merger under Virginia law because of the absence of continuity of ownership or management
• construing Vir- ginia law as having identified three continuity factors -- identity of ownership and management and the absence of consideration for the assets transferred -- as most important
• “ ‘The essential characteristic of a de facto merger is the succession of the selling corporation’s stockholders to stockholder status in the purchasing corporation.’”
• “ ‘The essential characteristic of a de facto merger is the succession of the selling corporation’s stockholders to stockholder status in the purchasing corporation.’ ”
• \The essential characteristic of a de facto merger is the succession of the selling corporation's stockholders to stockholder status in the purchasing corporation.\
• “The most critical element . . . is continuity of ownership . . . [and] [t]he absence of continuity of either ownership or management in the case at bar precludes the finding that any de facto corporate reorganization occurred.”

Source: CourtListener parenthetical corpus (CC0).