Document RJxg7m3JjgoJbJR2jjzV9D11n
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PLAINTIFF'S EXHIBIT
ASSOCIATIONS CODE
(15 PA.C.2.) AND JOTICXAD CODE (42 JPA.C.S) Act of 2001. Aot 101 Session of 2001 No. 2001-101
* OMNIBUS AMENDMENTS
SA 2iC
AN ACT
Attending Titles IS (Corporations and unincorporated Associations) and 42 (Judiciary and Judicial Procedure) of the Pennsylvania Consolidated Statutes, providing for limitations on asbestos-related liabilities relating to certain norgorc or consolidations; and further providing for certain statutes of limitations and for certain transfers.
The General Assembly of the Commonwealth of Pennsylvania hereby enacts as follows;
Section 1. Title 15-of the Pennsylvania Consolidated Statutes is amended by adding a section to read; 5 1529.1. Liwitaticms on asbestos-related liabilities relating
to certs f n mergers or consolidations. (a) Limitation on successor asbestos-related liabilities.--
(1) Sxcevt as further limited in paragraph. (2), the cumulative successor asbestos-related liabilities of a domestic business corporation, that was incorporated, in this Commonwealth prior to Hay 1, 2001, shall be limited to the fair market value of the total assets of the transferor determined as of the tiwo of Che merger or consolidation, and such corporation shall have no responsibility for sucoaaaor asbestos-related liabilities in excess of such limitation.
(2) If the transferor had assumed or incurred successor asbestos-related liabilities in connection with a prior merger or consolidation with a prior transferor, then the fair market value of the total assets of the prior transferor, determined as of the time of such earlier merger or consolidation, shall be substituted for the limitation set
forth in paragraph (1) for purposes of determining the limitation of liability of a domestic business corporation. (b) limitation on total assets available to satisfy
nvoceosor asbestos-related liabilities.-(1) Except as further limited in paragraph (2), the
assets of t* domestic business corporation that was incorporated in this Commonwealth prior to May 1, 2001, shall be exempt from restraint, attachment or execution on judgments related to claims for successor asbestos-relstad liabilities if tho cumulative amounts which, after the time of the merger or consolidation as to which the fair market value of total assets is determined for purposes of this subsection and subsection (a), are paid or committed to be paid by or on behalf of the corporation, or by or on behalf of a transferor, in connection with, settlements, judgments or other discharges of claims of asbestos-related liabilities exceed tho fair market value of the total assets of the transferor, determined as of the time of the merger or consolidation.
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(2) If the transferor had assumed or incurred (ucedHor aabeatoe-rolated liabilities in connection with a prior merger or consolidation with a prior transferor, then the ) fair market value of the total assets of the prior transferor, determined &k of the time of such earlier merger or consolidation, shall be substituted for the limitation set forth in paragraph (1) for purposes of determining the eatant of the exemption of the assets of a domestic business corporation. (c) Fair market value of total assets.-I (11 X domestic business corporation may establish the fair market value of total assets through any method reasonable under the circumstances, including by reference to the going concern value of such assets or to tie purchase price attributable to or paid for such aseets in. an arm's length transaction, or, in tbs absence of other readily I available i ufonaation from which fair market value can be " determined, by reference to the value of such aeaets recorded
on a balance sheet. Total assets shall include intangible assets. A shoving by the domestic business corporation of a reasonable determination of Che fair market value of total, assets shall be prime facie evidence of their fair market valuo. | (2} Once a reasonable determination of the fair market value of total assets has been thus established by a dcauatie business corporation, a claimant disputing that determination of value shall then have the burden of establishing a. different fair market value of such assets.
(1) Tor the purpose of adjusting the limitation* set forth in subsections (a) and (b) to account far the passage | of time, the fair market value of total anaats at the time of a merger or consolidation shall be increased annually until the earlier oft
(i) the date of the settlement, judgment or other discharge to which the limitations in subsection (a) or (b) are being applied: or
(li) the date on which such adjusted fair market 9 value la first exceeded by the cumulative amounts paid or
committed to be paid by or on behalf of the corporation, or by or on behalf of a transferor, after the time of the merger or consolidation as to which the fair market value of total assets is determined for purposes of subaactioos (a) and (b) in connection with settlements, judgments or . other dischargee of the successor asbestos-related " liabilities:
"* at the rate goal to the prime rate as listed in the first edition of the Wall street iournl published for each calendar year since such merger or consolidation, plus 1%, not compounded. (dj application.--
| (1) Tho limitations set forth in subsections (a) and (b) shall apply to mergers or consolidations effected under tha laws of this Commonwealth or another jurisdiction consummated prior to hay 1, 2001. (2) The limitations set forth in subsections (a) and (b) shall apply to all asbestos claims. Including existing asbestos claims, and all litigation, including existing
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litigation, and shall apply -to successor* of a domestic business corporation to which, this section applies.
(3) l'he limitations set forth in subsections (a) and (b) I aha.ll not apply to workers' condensation benefits paid by or
on behalf of an employer to an employee pursuant to the act of Oone 2, 1915 (p.b.736, No.338), known as the workers' Compensation Act, or comparable workers' compensation law of another jurisdiction.
(4) The limitations set forth in subsections (a) and (b) shall not apply to any claim against a domestic business ) corporation, that does not constitute a successor asbestos-
related liability. (5) This section shall not apply to an insurance
corporation as defined in section 3102 (relating to definitions).
(6) The limitations set forth in subsections (a) and (b) I shall not apply to any obligations arising under the National
Labor Kelationn Act (49 Stat. 449, 29 U.S.C- 5 151 et Beq.) or under any collective bargaining agreement. (e) Definitions.--As used in this section, the following words and phrases shall have the meanings given to them in this subsectiont "Asbestos claim." Any claim, wherever or whenever made, for | damages, losses, indemnification, contribution or ether relief arising out of, based on or in any way related Co asbestos, including property damage caused by the installation, presence or removal of asbestos, the health effects of exposure to asbestos, including any claim for personal injury, death, mental or emotional injury, risk of disease or other injury or the costs of medical monitoring or surveillance. The term shall also I include any claim made by or on behalf of any person exposed to asbestos or any representative, spouacl, parent, child or other relative of any ouch person. "Successor asbestos-related liabilities." Any liabilities, whether known or unknown, asserted or unassorted, absolute or contingent, accrued or unaccmed, liquidated or unliquidated or . due or to become due, related in any way to asbestos claims, * that wars assumed or incurred by a domestic business corporation
or foreign business corporation as a result of or in connection with a merger or consolidation, or the plan of merger or consolidation related thereto, with or into another domestic business corporation or foreign business corporation effected under the laws of this Comnonwe<h or another jurisdiction or | which are related in any way to asbestos claims based on the exercise of control or the ownership of stock of such corporation prior to auch merger or consolidation. The term shall also include liabilities which, after the time of the merger cvr consolidation ae to which the fair market value of total assets is determined for purposes of subsections (a) and (b), ware or hre paid or otherwise discharged, or conmitted to | be paid or otherwise discharged, by or on behalf of the corporation, or by or on behalf of a transferor, in connection with settlements, judgments or other discharges in this Commonwealth or another jurisdiction,
"Transferor. " A domestic business corporation or foreign business corporation from which successor asbestos-related liabilities are assumed or incurred. >
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Secfcioa 2. Section 5524 of Title 42 is amended by adding a paragraph to read: 5 5524. Two ye.u limitation.
The following actions and proceedings must be commenced within two years:
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(8) hi action to recover damages far injury to person or for tto deatb of a person caused by exposure to asbestos shall be commenced within two years rc*a the date cm which the person is informed by a licensed physician that the person has been injured by such exposure or upon the date on which the person knew or in the exercise of reasonable diligence should have known that the person had an injury which was caused by such axposure, whichever date occurs fixcfc. Section 3. Section 837.8 of Title 42 is amended to read: 5 $128, Transfer of claim to avoid policy of Commonwealth. (a) General iule.--it shall be unlawful for any creditor or obligee to coooenco an action on or to transfer any claim ogninst u resident of this Commonwealth for the purpose of having such claim collected, by proceedings in a forum which accords such resident less favorable exemptions from attachment or execution than are accorded by this Commonwealth, or for the purpose of depriving such resident o the right to have his personal earnings while in the luinds of his employer exempt from application to the payment of his debts. (b) Remedy.--In addition to remedy by injunction or otherwise, a resident of this Commonwealth who is aggrieved by any action by creditor or obligee i violation of subsection (a) shall have a right of action against the creditor or obligee fnr treble the amount recovered from such resident in violation oE this section and reasonable counsel fees. The transfer of any claim against the resident and the commencement of any action thereon outside this Commonwealth shall be prima facie evidence of a purpose to violate the provisions of subsection (a). (c) application to Title 15,"Th provisions of this section shall also apply to the limitations eat forth in 15 Pa.C.S. f 1929.1 (relating to limitations on acibestoe-relatad liabilities relating to cartain mergers or consolidations). Section 4. This act shall take effect as follows:
(1) The addition of 42 Pa.C.S. 5 S524(8) shall take effect in 60 days.
12) Th'j remainder of this act shall take effect
immediately.
APPftOVKil-'The 17ch <Jny of December, A. D. 2001.
MARK SCHWE1KKR