Sometimes, it is helpful to give some real world examples as illustrations.
I searched in Google for Mergers and Acquisitions 2009. Amongst the deals I located was the merger of Indevus Pharmaceuticals with Endo Pharmaceuticals.
Simply because the transaction is described as a merger, it does not follow that Indevus was actually merged into an existing company.
I went to the Massachusetts Secretary of State's web site and looked up the corporate documents for Indevus. I found that Indevus had filed a name change renaming the company from "Indevus Pharnaceuticals, Inc." to "Endo Pharmaceutical Solutions, Inc.".
This does NOT reflect an actual merger through the pooling of interests. Instead, it seems to indicate that the company was purchased by Endo and then its name changed as a part of a rebranding.
This is very clearly borne out within the Endo Pharmaceutical Quarterly Report on Form 10-Q. Here is how Endo describes the transaction in its report (at page 50):
"Indevus Acquisition. On February 23, 2009 (the Acquisition Date), the Company completed its initial tender offer (the Offer) for all outstanding shares of common stock of Indevus. Through purchases in subsequent offering periods, the exercise of a top-up option and a subsequent merger (the Merger), the Company completed its acquisition of Indevus on March 23, 2009, at which time Indevus became a wholly-owned subsidiary of the Company.
. . .
Indevus was a specialty pharmaceutical company engaged in the acquisition, development, and commercialization of products to treat conditions in urology, endocrinology and oncology. Following the completion of the Merger, Indevus was renamed Endo Pharmaceuticals Solutions Inc. "
ENDO PHARMACEUTICALS HOLDINGS INC filed this Form 10-Q on 05/04/10
In this particular case, we have a so-called merger, in which the company is simply being acquired and rebranded. Only the name has changed. There has not necessarily been any transfer of assets.
(It is likely that Endo has in fact cherry picked a few assets and purchased these. Since there seems to be some litigation in which Indevus is the defendent, it seems likely that the parent is carefully and selectively moving a few assets out of hards way, but will do so in a deliberate way which cannot expose it to charges of defrauding the creditors. But any such transfer would have to be memorialized in writing by transfer documents.)
This is NOT an example of a real merger. But illustrates how carefully looking at the records shows the actual status of each company post-merger.
If Invedus was a mortgage company, it wouldn't need to show any transfer from Invedus to "Endo Pharmaceuticals Solutions Inc.". This is simply the same company with a new name. By contast, if a suit was brought in the name of "Endo Phamaceutical Holdings, Inc." (the parent), a transfer of the promissory note and assignment of the mortgage would need to be proven. Absent such an express transfer, Endo Pharmaceuticals Solutions Inc. would be the owner, NOT Endo Phamaceutical Holdings, Inc.
I will try to find an example of a true merger to show you what that paperwork would look like!