Reference Case: Wang Jun v. Zaozhuang Bank Co., Ltd.
A contractual reception of selected assets, claims, and liabilities from credit cooperatives does not automatically amount to an absorption merger. Courts should distinguish mergers from targeted asset-and-liability transfers by examining the transfer agreement, approvals, and the actual structure of the transaction; absent an independent basis for liability, a receiving bank cannot be presumed to bear every legacy debt simply because it took over part of the predecessor's assets and obligations.
Holding
A contractual reception of selected assets, claims, and liabilities from credit cooperatives does not automatically amount to an absorption merger. Courts should distinguish mergers from targeted asset-and-liability transfers by examining the transfer agreement, approvals, and the actual structure of the transaction; absent an independent basis for liability, a receiving bank cannot be presumed to bear every legacy debt simply because it took over part of the predecessor's assets and obligations.