企业进行资产收购后,卖方于收购前所制造的产品如发生产品责任时,其责任归属问题有待厘清。美国法传统采取债务不承担理论,然基于公共政策考虑,逐渐发展出例外的后继者责任理论。未来大陆公司法或企业并购法制相关立法时可参考借鉴美国后继者传统责任理论,以妥善维护产品责任消费者之权益。 When an enterprise acquires an asset, the responsibility of the seller for the product manufactured prior to the acquisition of the product needs to be clarified. In the traditional American law, debt is not assumed to take on the theory. However, based on public policy considerations, the successor responsibility theory of an exception is gradually developed. In the future, when referring to the legislation of mergers and acquisitions in mainland China or the legal system of mergers and acquisitions, the reference to the traditional liability theory of successors in the United States may be used to properly safeguard the rights and interests of consumers with product liability.