LIVELY, Senior Circuit Judge.
The question in this case is whether a successor corporation resulting from a merger with a corporation that had released hazardous waste materials on a previously owned site can be held liable for cleanup costs incurred by the present owner of the polluted property under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq. (1988) (CERCLA). The district court found that CERCLA creates no such liability, and granted the successor corporations’ motion to dismiss pursuant to Fed.R.Civ.P. 12(b)(1) and (6). Anspec Co. v. Johnson Controls, Inc., 734 F.Supp. 793 (E.D.Mich.1989). In an unpublished order, the district court also dismissed the predecessor corporation, which caused the soil and groundwater pollution that the plaintiffs were required to clean up, on the theory that this corporation no longer existed. We reverse.
I.
CERCLA was intended to provide for the cleanup of hazardous waste sites and spills. We described the purpose and operation of CERCLA in United States v. R.W. Meyer, Inc., 889 F.2d 1497, 1500 (6th Cir.1989), cert. denied, — U.S. -, 110 S.Ct. 1527, 108 L.Ed.2d 767 (1990):
CERCLA, 42 U.S.C. § 9601, et. seq., was enacted in December 1980 “to initiate and establish a comprehensive response and financing mechanism to abate and control the vast problems associated with abandoned and inactive hazardous waste disposal sites.” H.R.Rep. No. 1016(1), 96th Cong., 2d Sess. 22, reprinted in 1980 U.S. CODE CONG. & ADMIN. NEWS 6119, 6125. In Walls v. Waste Resources Corp., 823 F.2d 977 (6th Cir.1987), we noted that CERCLA was intended “ ‘primarily to facilitate the prompt cleanup of hazardous waste sites by placing the ultimate financial responsibility for cleanup on those responsible [1242]*1242for hazardous wastes.’ ” Id. at 981 (citation omitted). CERCLA was reauthorized and amended in 1986 by SARA, [Superfund Amendments and Reauthorization Act of 1986] Pub.L. 99-499, 100 Stat. 1613 (1986). CERCLA, when originally enacted, established the Hazardous Substance Response Trust Fund, 42 U.S.C. § 9631, to be utilized in connection with the cleanup of releases of hazardous substances into the environment. Section 9631 was repealed by SARA provisions establishing the Hazardous Substance Superfund (Superfund), 26 U.S.C. § 9507. Among other things, the Superfund finances the government’s response to actual or threatened releases of hazardous materials. The Superfund’s funding sources include general revenue appropriations, certain environmental taxes, monies recovered under CERCLA on behalf of the Superfund, and CERCLA-au-thorized penalties and punitive damages. Section 9604(a) of CERCLA authorizes the President of the United States to respond with “remedial” or other “removal” action against any threatened or actual release of any hazardous substance that may pose an imminent and substantial public health threat. Essentially, Congress has authorized the government to utilize Superfund money to take direct response actions that are consistent with the NCP and to recover all response costs from all persons responsible for the release of a hazardous substance. 42 U.S.C. § 9607(a). (footnotes omitted).
The Superfund provides money for cleanup costs of sites that have been abandoned and in cases where a responsible party cannot be identified or if private resources are inadequate. When responsible parties are identified, however, they are liable for cleanup costs. The categories of liable parties and the costs for which they are liable are listed in section 107(a) of CERCLA, 42 U.S.C. § 9607(a):
Notwithstanding any other provision or rule of law, and subject only to the defenses set forth in subsection (b) of this section—
(1) the owner and operator of a vessel or a facility,
(2) any person who at the time of disposal of any hazardous substance owned or operated any facility at which such hazardous substances were disposed of,
(3) any person who by contract, agreement, or otherwise arranged for disposal or treatment, or arranged with a transporter for transport for disposal or treatment, of hazardous substances owned or possessed by such person, by any other party or entity, at any facility or incineration vessel owned or operated by another party or entity and containing such hazardous substances, and
(4) any person who accepts or accepted any hazardous substances for transport to disposal or treatment facilities, incineration vessels or sites selected by such person, from which there is a release, or a threatened release which causes the incurrence of response costs, of a hazardous substance, shall be liable for—
(A) all costs of removal or remedial action incurred by the United States Government or a State or an Indian tribe not inconsistent with the national contingency plan;
(B) any other necessary costs of response incurred by any other person consistent with the national contingency plan;
(C) damages for injury to, destruction of, or loss of natural resources, including the reasonable costs of assessing such injury, destruction, or loss resulting from such a release; and
(D) the costs of any health assessment or health effects study carried out under section 9604(i) of this title.
In its definition section CERCLA defines “person” as “an individual, firm, corporation, association, partnership, consortium, joint venture, commercial entity....” 42 U.S.C. § 9601(21). The plaintiffs, Anspec and Montgomery, are respectively the operator and the owner of a “facility” — here the previous site of a manufacturing business — where hazardous substances have contaminated the soil and groundwater. They paid for an investigation and the [1243]*1243cleanup of the site when notified by a state agency that soil and groundwater at the premises were contaminated. The plaintiffs then brought this action in the district court to recover these costs, alleging that the defendants, as prior owners of the facility, “discharged hazardous substances into the soil and groundwater which caused the environmental contamination at the site.” They also sought recovery from the defendants for “any other necessary costs of response incurred by any other person....” 42 U.S.C. § 9607(a)(2)(B). The plaintiff sued under CERCLA and asserted three pendent claims under state law.
After concluding that the complaint failed to state a claim for relief under CERCLA, the district court also dismissed the pendent state law claims.
II.
Following dismissal pursuant to Rule 12(b)(6) for failure to state a claim, we accept as true the factual allegations of the complaint. Windsor v. The Tennessean, 719 F.2d 155, 158 (6th Cir.1983), cert. denied, 469 U.S. 826, 105 S.Ct. 105, 83 L.Ed.2d 50 (1984). Thus we state the facts as pled in the complaint.
A.
Anspec purchased a parcel of land with improvements in Washtenaw County, Michigan from the defendant Ultraspheries in 1978. Anspec later sold the property to the plaintiff Montgomery, and now leases it from him. Ultraspheries went through a series of mergers after the sale of the property to Anspec, culminating on December 31, 1987, when Ultraspheries merged into Hoover Group, which was designated as the surviving corporation. As the surviving corporation, Hoover Group assumed all assets and liabilities of Ultraspheries. Johnson Controls is the sole shareholder of Hoover Group, and of Hoover Universal, which was the sole shareholder of Ultras-pherics as the result of an earlier merger.
Prior to the sale of the property to An-spec, Ultraspheries buried an underground storage tank on the site “into which was disposed hazardous sludge and liquids from the grinding process of metal and plastic balls and degreaser ...” used by Ultras-pherics in its business of manufacturing metal and plastic precision balls. After the underground tank was filled to capacity, two above-ground storage tanks were placed on the property and filled with the same hazardous substances. Ultraspher-ies’ disposal of hazardous sludge and liquids caused these materials “to be routinely released into the soil and groundwater” at the site. Ultraspheries further contaminated the soil and groundwater through leaks and spills of toxic cleaning solvents used at the site.
After the Michigan Department of Natural Resources notified Anspec that it had found contamination in the groundwater beneath the site, Anspec caused tests to be made of the underground storage tank and surrounding soil. These tests included analysis of groundwater samples from four observation wells. The firm that conducted these tests identified a number of hazardous substances in three of the observation wells downgrade from the underground storage tank.
Anspec then caused the storage tank to be removed and its contents disposed of at a licensed disposal facility. The soil directly beneath the tank was then tested and water samples from the same location were tested. Analysis of these soil and water samples again revealed the presence of hazardous substances. In addition to paying for the tests and removal of the tank and disposal of its contents, the plaintiff must bear the expense of “cleaning the environment of the pollution deposited there by the Defendants.” The plaintiffs notified Ultraspheries that they were required to clean up the site and requested Ultraspheries to pay the costs associated with the cleanup. When Ultraspheries refused this request, the plaintiffs filed the present action.
B.
Hoover Group, Hoover Universal and Johnson Controls filed a motion to dismiss, and Ultraspheries filed an answer denying [1244]*1244the operative allegations of the complaint and pleading affirmative defenses. Ultras-pherics filed and served interrogatories and requests for the production of documents, but no discovery actually took place.
The district court filed a memorandum opinion in which it found that following the December 31, 1987, merger, Hoover Group became the surviving corporation and assumed all the assets and liabilities of Ul-traspherics. Nevertheless, the district court found that none of the three moving parties had ever owned, occupied or stored chemicals on the property. The court then examined 42 U.S.C. § 9607(a) and concluded that Congress had provided a list of parties potentially liable for cleanup costs of a hazardous waste site and that corporate successors were not included in any of the categories. Inasmuch as these three defendants had neither owned the property nor operated any facility there involving the disposal of hazardous substances, they did not fit any of the descriptions of persons potentially liable for cleanup costs.
The district court found no ambiguity in the cleanup liability provision of CERCLA and concluded in light of the specificity of § 9607(a) that Congress did not intend for the courts to formulate a body of federal common law respecting persons who would be liable for cleanup costs. In reaching this conclusion the court rejected the reasoning of Smith Land & Improvement Corp. v. Celotex Corp., 851 F.2d 86 (3d Cir.1988), cert. denied, 488 U.S. 1029, 109 S.Ct. 837, 102 L.Ed.2d 969 (1989), and several district court decisions holding corporate successors liable under CERCLA for cleanup costs. The district court then entered judgment dismissing all claims against Hoover Group, Hoover Universal and Johnson Controls.
The plaintiffs filed a motion for reconsideration, which the district court denied. In its order denying reconsideration, the district court also dismissed all claims against Ultraspherics and entered a final appeal-able judgment. In dismissing Ultraspher-ics the court stated that Ultraspherics had “lost its corporate entity [sic, identity?]” through a series of mergers in which Hoover Group became the surviving corporation, assuming all assets and liabilities of Ultraspherics, and that “[a]s a result, Ul-traspherics no longer existed.”
III.
On appeal the plaintiffs make two principal arguments: (1) the Third Circuit in Smith Land, now joined by the Ninth Circuit in Louisiana-Pacific Corp. v. Asarco, Inc., 909 F.2d 1260 (9th Cir.1990), correctly held that successor corporations are liable under CERCLA by applying settled common law principles; and (2) successor corporations are liable under CERCLA by application of accepted rules of statutory construction. The United States, appearing as amicus curiae, supports these arguments and points to other provisions of the United States Code that include successors within the definition of corporations.
The defendants, joined by two amici, assert that the district court followed commands of the Supreme Court in declining to formulate federal common law where the statute is unambiguous and there is no uniquely federal interest at stake. In this dispute between private parties, CERCLA is concerned only that the persons listed in § 9607(a) be responsible for cleanup costs. Since successor corporations are not so listed, the defendants argue, the district court correctly dismissed Hoover Group, Hoover Universal and Johnson Controls.
With respect to Ultraspherics, the plaintiffs contend that this defendant comes within the clear statutory designation of a person potentially liable; that § 9607(a)(2) makes liable for cleanup costs “any person who at the time of disposal of any hazardous substance owned or operated any facility at which such hazardous substances were disposed of[.]” The complaint alleges that Ultraspherics was both owner and operator of the facility at the time the disposal took place. Moreover, Michigan Compiled Laws (M.C.L.) § 450.1722 (repealed 1989 and recodified as M.C.L. § 450.1724), provides that although the separate existence of every corporation except the surviving corporation in a merger ceases, the [1245]*1245surviving corporation has all liabilities of every corporation that was a party to the merger. For purposes of liability, the surviving corporation and the merged corporation are one and the same. If Ultraspher-ics is not liable for cleanup costs, it is only because Hoover Group stands in its shoes as the surviving party that became liable for its obligations. If Ultraspherics had ceased to exist by way of dissolution rather than merger, it would have continued to function after dissolution and could “be sued in its corporate name ... in the same manner as if dissolution had not occurred.” M.C.L. § 450.1834(e) (1990). Thus, the fact the Ultraspherics ceased to exist following the merger with Hoover Group is not determinative of the issue of liability for its obligations.
The defendants respond that the district court correctly dismissed Ultraspherics since it no longer exists and that the Superfund is designed for cases where the responsible party cannot be found or is out of existence.
IV.
We reach the same result as the Third Circuit in Smith Land (CERCLA makes a successor corporation liable where there has been a formal merger) and as the Ninth Circuit in Louisiana-Pacific (the statute would make a successor corporation liable where all the conditions of a de facto merger are present). We reach this determination from our construction of § 9607(a) in its context within CERCLA, however, and find that it is not necessary to fashion a federal common law rule. Rather, construing the statute in light of a universally accepted principle of private corporation law, we conclude that Congress included successor corporations within the description of entities that are potentially liable under CERCLA for cleanup costs. That is to say, when Congress wrote “corporation” in CERCLA it intended to include a successor corporation.
The Supreme Court has stated that “the authority to construe a statute is fundamentally different from the authority to fashion a new rule or to provide a new remedy which Congress has decided not to adopt.” Northwest Airlines, Inc. v. Transport Workers Union of America, 451 U.S. 77, 97, 101 S.Ct. 1571, 1583, 67 L.Ed.2d 750 (1981). As Justice Stevens wrote in Northwest Airlines, “Broadly worded constitutional and statutory provisions necessarily have been given concrete meaning and application by a process of case-by-case judicial decisions in the common-law tradition.” Id. at 95, 101 S.Ct. at 1582.
Of course, the line separating statutory interpretation and judicial lawmaking is not always clear and sharp. If a statute is found to be abundantly clear and well defined, a judicial decision that expands or contracts its reach or adds or deletes remedies fashions federal common law. On the other hand, if the court detects only gaps in definitions or descriptions, it may fill these interstices of the statute by exercising its authority to interpret or construe the statute. As the Supreme Court has stated, these two exercises of judicial authority are fundamentally different, and they are subject to different standards. The authority to construe a statute lies at the very heart of judicial power and is not subject to rigorous scrutiny. The rule is otherwise with respect to outright judicial lawmaking, however. Before a federal court may fashion a body of federal common law, it must find either (1) that Congress painted with a broad brush and left it to the courts to “flesh out” the statute by fashioning a body of substantive federal law, or (2) that a federal rule of decision is necessary to protect uniquely federal interests. Texas Indus., Inc. v. Radcliff Materials, Inc., 451 U.S. 630, 640, 101 S.Ct. 2061, 2066, 68 L.Ed.2d 500 (1981); Wright, Miller & Cooper, supra, at 236.
The district court referred to these restrictions on a federal court’s power to fashion common law in granting the defendants’ motion to dismiss. We believe the district court misperceived the judicial function invoked by the plaintiffs’ claim in this case. Rather than deciding whether [1246]*1246the case came within its limited authority to create federal law, the court should have determined whether § 9607(a), when properly construed includes a claim against a successor corporation in a merger situation.
In discussing the difference between interpreting a statute and fashioning federal common law, the Supreme Court stated in Northwest Airlines, “In almost any statutory scheme, there may be a need for judicial interpretation of ambiguous or incomplete provisions.” 451 U.S. at 97, 101 S.Ct. at 1583. We agree with the district court that § 9607(a) is not ambiguous. However, it may be considered textually incomplete in the sense that it fails to spell out in so many words the universally accepted rule that a reference to liability of corporations includes successors — a rule that we conclude Congress intended to apply to the definition it used.
At oral argument, counsel for the defendants agreed that so far as he knew, all jurisdictions recognize the doctrine of successor corporate liability. The universal acceptance of this rule cannot be gainsaid. Judge Weis discussed the venerable nature and present vitality of this rule in Smith Land.
Corporate successor liability is neither completely novel nor of recent vintage. Blackstone described the continuing vitality of a corporation. “[A]ll the individual members that have existed from the foundation to the present time, or that shall ever hereafter exist, are but one person in law, a person that never dies; in like manner as the river Thames is still the same river, though the parts which compose it are changing every instant.” 1 W. Blackstone, Commentaries *467-69, quoted in Polius v. Clark Equip. Co., 802 F.2d 75, 77 (3d Cir.1986). Changes in ownership of a corporation’s stock will not affect the rights and obligations of the company itself. The corporation survives as an entity separate and distinct from its shareholders even if all the stock is purchased by another corporation.
In general, when two corporations merge pursuant to statutory provisions, liabilities become the responsibility of the surviving company. “In the case of merger of one corporation into another, where one of the corporations ceases to exist and the other corporation continues in existence, the latter corporation is liable for the debts, contracts and torts of the former, at least to the extent of the property and assets received, and this liability is often expressly imposed by statute.” 15 W. Fletcher, Cyclopedia of the Law of Private Corporations § 7121, at 185 (rev. perm. ed. 1983).
851 F.2d at 91.
We are not creating or fashioning federal common law when we adopt an interpretation of a statute that is in harmony with a universally accepted rule of law. Rather, we are merely saying that the drafters of CERCLA were not blind to the universal rule that “corporation” includes a successor corporation resulting from a merger and that the drafters intended “corporation” to be given its usual meaning.
The defendants argue that there is a presumption that Congress deliberately omitted successor corporations when it listed the entities that are potentially liable for cleanup costs and failed to include successor corporations in the list. There is a presumption that Congress deliberately omitted a remedy from a statute that contains “a comprehensive legislative scheme including an integrated system of procedures for enforcement.” Northwest Airlines, 451 U.S. at 97, 101 S.Ct. at 1584. This presumption mitigates against a court’s undertaking to add a discrete new remedy to such a comprehensive scheme and integrated system. The presumption does not apply, however, when a court merely interprets a word used in such a statute to include one of its generally accepted components.
C.
Our interpretation of § 9607(a) is further buttressed by reference to various definí-[1247]*1247tions contained in CERCLA and other provisions of the United States Code. Section 9607(a)(2) imposes liability on any “person” who owned or operated the facility at the time the contamination occurred. “Person” is specifically defined in § 9601(21) to mean, among other things, “corporation” and “association.” CERCLA does not define either “corporation” or “association,” and to this extent is incomplete. Nevertheless, the United States Code contains rules of construction that apply to all federal statutes unless the context indicates otherwise. 1 U.S.C. §§ 1-6. One of these rules of construction states that when the word “company” or “association” is used in reference to a corporation, it “shall be deemed to embrace the words ‘successors and assigns of such company or association,’ in like manner as if the last-named words, or words of similar import were expressed.” 1 U.S.C. § 5 (1988). It seems clear that the listing of the various terms applied to business entities within the meaning of “person” in § 9601(21) — “firm, corporation, association, partnership, consortium, joint venture, commercial entity ... ” — was intended to include all known forms of business and commercial enterprises. Congress would have failed to carry out its purpose of reaching all such entities if successor corporations were exempted from liability.
D.
Construing CERCLA to include successor liability is also consistent with the legislative purposes of the act. Though CERC-LA’s legislative history is scant, its two essential purposes have been identified. First, Congress intended to provide the federal government with the tools immediately necessary for a swift and effective response to hazardous waste sites. Dedham Water Co. v. Cumberland Farms Dairy, Inc., 805 F.2d 1074, 1081 (1st Cir.1986) (quoting United States v. Reilly Tar & Chem. Corp., 546 F.Supp. 1100, 1112 (D.Minn.1982). Second, Congress intended that those responsible for disposal of chemical poisons bear the cost and responsibility for remedying the harmful conditions they created. Id.; H.R. No. 96-1016(11), 96th Cong., 2d Sess. 17 (1980), reprinted in, 1980 U.S.Code Cong. & Admin.News 6119, 6119-6120. The creation of a private right of action against responsible parties reflects this second purpose.
Having identified the essential purposes of the Act, the First and Second Circuits have joined in proclaiming that “[w]e will not interpret section 9607(a) in any way that apparently frustrates the statute’s goals, in the absence of specific congressional intent otherwise.” State of New York v. Shore Realty Corp., 759 F.2d 1032, 1045 (2d Cir.1985) (refusing to interpret 9607(a)(1) narrowly to require current site owners to have owned the site at the time of dumping before imposing liability); Dedham Water Co., 805 F.2d at 1081. Moreover, the remedial nature of CERCLA’s scheme requires the courts to interpret its provisions broadly to avoid frustrating the legislative purposes. Dedham Water Co., 805 F.2d at 1081.
CONCLUSION
The district court erred in granting the three moving defendants’ motion to dismiss for failure to state a claim upon which relief could be granted. The allegations of the complaint are sufficient to state a claim against Hoover Group as the successor to Ultraspherics. The exact relationship of Johnson Controls and Hoover Universal to Ultraspherics is not clear. If they are parent corporations rather than successors, there are legal issues not presented in this appeal which the district court must address after the exact relationship of these two corporations to Ultraspherics is determined on the basis of evidence not yet produced.
The dismissal of Ultraspherics on the ground that it no longer exists is somewhat anomalous in light of the record. Ultras-pherics appeared without raising an issue as to its existence. It was the most active of the four defendants, filing an answer and initiating discovery while the others rested solely on their motion to dismiss. The complaint alleges that Ultraspherics was the actual polluter — the person who [1248]*1248owned and operated the facility at the time of disposal of the hazardous substances. If Ultraspherics is to be dismissed, it is only because its corporate successor or successors stand in its shoes as the person or persons described in § 9607(a)(2).
The judgment of the district court is reversed and the case is remanded for further proceedings consistent with this opinion. The district court will follow Michigan law in its application of successor liability and, if the further development of the record requires it, of corporate parent liability.