| example, some corporate laws provide that, when two corporations |
| merge, the surviving corporation succeeds to the assets of its |
| merger partner and "has all liabilities" of both corporations. |
| In the case where, for example, A Corp merges into B Corp (and A |
| Corp ceases to exist), some people have questioned whether A |
| Corp's grant of a security interest in its existing and after- |
| acquired property becomes a "liability" of B Corp, such that B |
| Corp's existing and after-acquired property becomes subject to a |
| security interest in favor of A Corp's lender. Even if corporate |
| law were to give a negative answer, under Section 9-203(d)(2) |
| [Maine cite section 9-1203, subsection (4), paragraph (b)], B |
| Corp would become bound for purposes of Section 9-203(e) [Maine |
| cite section 9-1203, subsection (5)] and this section. The |
| "substantially all of the assets" requirement of Section 9- |
| 203(d)(2) [Maine cite section 9-1203, subsection (4), paragraph |
| (b)] excludes sureties and other secondary obligors as well as |
| persons who become obligated through veil piercing and other non- |
| successorship doctrines. In most cases, it will exclude |
| successors to the assets and liabilities of a division of a |
| debtor. |
