Goguen v. Textron Inc.’s Empirical Analysis

Citation profile

2 district ·

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 4 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “(1) there is a continuation of the enterprise of the seller corporation so that there is continuity of management, personnel, physical location, assets, and general business operations; whether (2) there is a continuity of shareholders which results from the purchasing corporation paying for the acquired assets with shares of its own stock, this stock ultimately coming to be held by the shareholders of the seller corporation so that they become a constituent part of the purchasing corporation; whether (3) the seller corporation ceases its ordinary business operations, liquidates, and dissolves as soon as legally and practically possible; and whether (4) the purchasing corporation assumes those obligations of the seller ordinarily necessary for the uninterrupted continuation of normal business operations of the seller corporation.”

   1 later decision quote this exact passage · from the majority
   e.g. 707 F. Supp. 2d 114 - American Paper Recycling Corp. v. IHC CORP.

2. “Plaintiff also points to the dicta in Cargill that “no single factor is necessary ... to establish a de facto merger,” and argues that shareholder continuity is therefore merely a factor to be considered, not a prerequisite to be satisfied. While the Court acknowledges the breadth of the Cargill dicta, it also observes that no case has ever gone so far as to dispense with the “shareholder continuity” factor altogether. Furthermore, eliminating the requirement altogether would produce a result almost indistinguishable from the “continuity of enterprise” theory — a controversial approach that has not been adopted in Massachusetts.... The Court therefore concludes that, on the record evidence, there was no continuity of shareholders, and therefore plaintiff cannot establish that a de facto merger occurred ...”

   1 later decision quote this exact passage · from the majority
   e.g. DeJesus v. Bertsch, Inc.