Buckland WW, A Text-Book of Roman Law: From Augustus to Justinian (3rd ed, Cambridge University Press, 1963) at 316.
122 For present purposes, it is sufficient to say that universal succession does not form part of the common law of Australia, because liabilities cannot usually be transferred without the consent of the obligee. That said, succession is sometimes sought to be achieved by statutes providing that a new entity becomes "the successor in law" of another entity: see Bank Integration Act 1991 (Cth) s 12, referred to in Commonwealth Bank of Australia v Deputy Commissioner of Taxation [2009] FCAFC 126; 180 FCR 161 at [1], [32] (Finn and Perram JJ). There are many other examples under state legislation, for instance in the Yooralla Society of Victoria Act 1977 (Vic) s 4(1).
123 Some corporations statutes in other jurisdictions provide for succession by the express terms of the statute. For example, s 219 of the Companies Act 1993 (NZ) provides that two or more companies may amalgamate and continue as one company. The result is that the amalgamated company is not to be treated as a different entity, but "stands in the shoes" of the amalgamating company: Carter Holt Harvey Ltd v McKernan [1998] 3 NZLR 403 at 411 (Richardson P, Gault, Henry, Blanchard and Tipping JJ), cited in Gold & Resource Developments NL v Australian Stock Exchange Ltd (1998) 30 ACSR 105 at 110 (Wheeler J). A similar conclusion was reached in relation to Ontario legislation, which provided that two or more corporations may amalgamate and continue as one corporation: Stanward Corp v Denison Mines Ltd [1966] 2 OR 585, cited in Crocodile Gold Corp v Commissioner of Territory Revenue [2015] NTSC 13; 35 NTLR 65 at [35] (Kelly J). See also R v Black & Decker Manufacturing Co Ltd [1975] 1 SCR 411, concerning the criminal liability of a corporation that was the product of an amalgamation under the Canada Corporations Act, RSC 1970, c C-32, s 137.
124 Choice-of-law rules for determining the status of foreign corporations have also been held to be applicable to working out the rights and obligations of parties arising under statute. One example is Sipad Holding ddpo v Popovic (1995) 61 FCR 205, which was an application for relief under the Corporations Law, including for the rectification of a register of members of an Australian corporation, where the status of the members was in issue. That occurred in circumstances where foreign law had operated to transfer the assets and liabilities of former entities (including their shareholding in the Australian corporation) to new entities by universal succession. Another example is La Mancha, where the status of a corporation which was the product of a cross-border merger under the laws of two European countries that recognised
