If you have a single product that kills people, you aren't legally allowed to put all your liabilities and none of your assets into another (non-shell, by your definition) company to get out of your liabilities. [0] What's happening here is quite similar.
[0] See, for example, the J&J case, which was an even more generous form of the same.
> [0] See, for example, the J&J case, which was an even more generous form of the same.
I think you have seen a very simplified view of that situation, likely provided by the opposing lawyers. J&J has agreed to give that company 2 billion dollars and the bankruptcy filing would, essentially, be forcing the lawsuit against them to be settled for 2 billion dollars and then, most importantly to J&J, the matter wouldn't be a concern for the future. They are trying to limit being perpetually sued for the same issue.
There's also the situation where the bankruptcy judge has to accept the situation, [1] which did not happen, twice.
According to Matt Levine (in his Jan 31st column), this is an incorrect summary of the J&J case (though a correct summary of Texas Two-step in general), because according to J&J's proposal, LTL could draw on up to $61.5 BILLION dollars of J&J's value to backstop the talc suits, a value agreed to be far more than any plausible sum of the claims. According to Levine, the purpose was for the settlements to be orderly.
I have no horse in the race, and no ability to assess the law. I just thought it was a pretty interesting claim, and in general my experience has been that Levine seems pretty savvy. Though he hasn't given an update on the July 28th ruling, so shrug.
> They are trying to limit being perpetually sued for the same issue.
Why shouldn't they be perpetually sued for the same issue, until they've fully paid their debt to society, and every person they've harmed is made whole?
Somewhat. There's not a whole lot that can actually be done.
Georgia Pacific was faced with 62,000+ claims. They went through this same process. Spun off their subsidiary. "Pledged" to fund it with an "initial" billion dollars, and that GP would fund all claims.
Never happened. They actually only funded $175M. Less than $3,000 per claimant for asbestos related injuries. That is, less than $3,000 before legal fees.
And there was nothing defendants could do, because there was no legal obligation that could be created to force GP to fully fund. "That entity is independent and is in bankruptcy. So sad, too bad."
It's pretty close to identical. Especially when you consider it's the same law firm.
GP tried to limit their liabilities. Court said 'no'. GP said, "Okay, fine. We'll put an initial $1B in the pot and GP will fund all lawsuit payouts against Best Wall" (emphasis mine).
All agreed.
Then GP decided that after review, they were only going to put $175M in Best Wall's bank account, which could pay off a few of the lawsuits, and then finalized its bankruptcy.
When plaintiffs and others came to GP to get it to honor its commitment, they said "Best Wall is a fully independent entity with no legal connection to GP. So... no."
Let's not act like J&J is trying to be in any way 'fair' about making sure claimants are taken care of.
When the judge initially dismissed their bankruptcy filing, they updated the number and refiled within hours. That's taking the piss.
I don't know what you're trying to explain. You cited J&J in your original post as a company who got away with it, they didn't, you were mistaken. They're trying but are not successful. The situation, as of today, is that J&J (through their subsidiary), will be able to be sued an held liable for any negative health effects from their products.
> Let's not act like J&J is trying to be in any way 'fair' about making sure claimants are taken care of.
Nobody is. The legal system, however, is currently doing it's part to keep them fair.
> When the judge initially dismissed their bankruptcy filing, they updated the number and refiled within hours. That's taking the piss.
Who cares, they can file whatever they want. The bankruptcy was dismissed because the company they created was not in danger of insolvency at all because they're wholly owned and funded by J&J who is not insolvent. That's what _should_ have happened in the GP case and what _is_ happening in the J&J case.
Your cynicism is completely unwarranted yet you seem very inclined to keep it up.
Let's say I have $100 in assets and $10 in liabilities. The assets consist of Nike sneakers I'd like to sell; the liabilities consist of bags of trash that would cost me $30 to throw away at the dump. I'm lazy, so sell some shoes and I pay the trash man $35 to take the liabilities away.
I have put all my liabilities in one company (the trash man) and left all my assets in my company.
Now, I have a company with a few Nike assets and no liabilities. One of the pairs of shoes catches on fire and becomes a smelly, smoking liability. I sell the rest of the shoes and return the money to the shareholders, leaving the company only owning the burned shoe liability. Now all of the company's assets belong to the shareholders, and all the company has is liabilities.
It depends. If you feel that metaphor is poor let's try this:
One bag of trash magically turns into a loan that I have taken from a bank. I am obligated to repay $35 at an adjustable interest rate. Because I don't like risk, I pay another bank $45 and they take over the loan. Now I have assets and the second bank has the liability (the first bank, of course, still lists the loan as an asset).
[0] See, for example, the J&J case, which was an even more generous form of the same.