8 Del. Code Ann. § 259

Section 259(a) ends the separate existence of constituent corporations after a merger, and under the court’s interpretation derivative rights pass to the surviving corporation rather than remaining with the merged corporation or its former shareholders.

Berger v. General United Group, Inc. · filed 1978-06-28(a)

This Delaware statute has been interpreted consistently to deny a corporation that disappears in merger and its former shareholders standing to maintain a claim. ... By virtue of merger derivative rights pass to the surviving corporation. ... We already have noted that under the Delaware law made applicable by the Iowa code, derivative rights pass to the surviving corporation. ... In view of the allegations of this petition, we hold trial court was right in ruling plaintiffs had no standing to sue.

Section 259(a) provides that when a merger becomes effective under Delaware law, the separate existence of the constituent corporations ceases for purposes of Delaware law.

NDC LLC v. Topinka · filed 2007-06-15(a)

With respect to the merger of a Delaware corporation into a Delaware bmited liabibty company, Delaware law provides in relevant part that “[w]hen any merger or consobdation shall have become effective under this chapter, for all purposes of the laws of this State the separate existence of all the constituent corporations *** shall cease.” (Emphasis added.) Del. Code Ann. tit. 8, §259(a) (West 2004). Thus, the non-surviving corporation in a merger under Delaware law ceases to exist for the purposes of the laws of Delaware only.

Section 259 makes the surviving corporation subject to the restrictions, disabilities, and duties of the constituent corporations after a merger.

Honeywell International Inc. v. United States · filed 2008-04-14

Accordingly, Honeywell International Inc. is subject to all of the “restrictions, disabilities and duties” of Honeywell Inc.

Section 259(a) makes the surviving corporation succeed to the acquired corporation’s debts and liabilities and ends the separate existence of the other corporations after a merger.

Techtron Holding, Inc. · filed 2023-03-09(a)

Under Delaware law, the surviving corporation in a merger succeeds to and is liable for the debts and liabilities of the acquired corporation to the same extent as if incurred by the successor corporation. Del. Code Ann. tit. 8, § 259(a) (2022); see S. Pac. Transp. Co. v. Commissioner, 84 T.C. 367, 373 (1985). The statute also provides that, after a merger, the separate existence of all corporations other than the surviving corporation “shall cease.” Del. Code Ann. tit. 8, § 259(a). Accordingly, nonsurviving corporations under Delaware law cannot sue or be sued.

Section 259(a) makes the surviving corporation in a merger assume the constituent corporation’s liabilities.

Witco Corp. v. Beekhuis · filed 1994-10-20(a)

Witco has assumed all the liabilities of Halby through this succession of mergers. Del. Code Ann. tit. 8, § 259(a) (1991). Thus, for purposes of indemnification, the rights of the Estate must be measured as though Dr. Beekhuis had been an officer and director of Witco.

Section 259(a) makes a surviving corporation liable for its predecessor’s liabilities, including potential punitive damages.

Krull v. Celotex Corp. · filed 1985-05-31(a)

Under the terms of the merger agreement and the Delaware General Corporation Law, Celotex unconditionally assumed all debts and liabilities of Panacon. Celotex has presented this Court with no authority for treating punitive damages differently from any other liability. Celotex’s motion for summary judgment as to punitive damages is therefore denied.

Section 259(a) provides that, upon a merger, the constituent corporation ceases to exist and the surviving corporation succeeds to its property and causes of action.

Nisselson v. Lernout · filed 2006-11-08(a)

Even so, the trustee's reasoning is flawed; his analysis entirely overlooks that, pursuant to both the merger agreement and the governing law, see Del. Code Ann. tit. 8, § 259(a), upon the consummation of the merger Old Dictaphone vanished into thin air and New Dictaphone inherited all of Old Dictaphone's choses in action.

Section 259(a) provides that when corporations merge, the merged corporation’s identity is absorbed into the surviving corporation, and the merged corporation ceases to exist.

Worley v. Moore · filed 2017-02-28(a)

When two corporations merge, the merged corporation’s identity is merged into the surviving corporation and the merged corporation ceases to exist; only the surviving corporation maintains its corporate existence.

Section 259 provides that a constituent entity's separate existence ends when it merges into another corporate entity.

U.S. Bank v. Cozzone · filed 2019-11-01

Under Delaware law, the separate existence of a constituent entity that merges into a new corporate entity disappears at the moment of merger. Del. Code Ann. tit. 8, § 259 (West 2019).

Section 259(a) makes a constituent corporation's separate existence cease upon an effective merger for purposes of Delaware law, but not for purposes of another state's law.

Nalco NDC LLC v. Topinka · filed 2007-06-15(a)

With respect to the merger of a Delaware corporation into a Delaware limited liability company, Delaware law provides in relevant part that "[w]hen any merger or consolidation shall have become effective under this chapter, for all purposes of the laws of this State the separate existence of all the constituent corporations *** shall cease." (Emphasis added.) Del. Code Ann. tit. 8, §259(a) (West 2004). Thus, the non-surviving corporation in a merger under Delaware law ceases to exist for the purposes of the laws of Delaware only.

Section 259(a) makes the debts, liabilities, and duties of constituent corporations attach to the surviving or resulting corporation upon merger, but it does not retroactively make the constituent corporations the same before the merger.

Bank of America Corporation v. United States · filed 2025-07-29(a)

The Bank also points to a Delaware statute which says that “all debts, liabilities and duties of the respective constituent corporations shall thenceforth attach to said surviving or resulting corporation.” Del. Code Ann. tit. 8, § 259(a). But these sources simply make the basic, undisputed point that, at the time of the merger, the pre-merger companies join into a new entity that absorbs their liabilities. That does not make the pre-merger companies retroactively the same prior to the merger.

Section 259(a) makes the surviving corporation responsible for the debts, liabilities, and duties of the constituent corporations after a merger becomes effective.

Rose Ana Forbes Lemelle, Rose Ana Forbes Lemelle v. Universal Mfg. Corp., Universal Mfg. Corp., Werts Novelty Co., Inc., · filed 1994-05-27(a)

Under both Alabama and Delaware law, the assets and liabilities of merging corporations become the responsibility of the surviving corporation.