Document YGMo2D4Dw0gg425203zpv4zeN

PLAINTIFF'S EXHIBIT ASSOCIATIONS CODE (IS PA.C.2.) AMD JTOICXAD CODE (42 PA.C.S) - OMNIBUS AMENDMENTS Act of 2001, Aot 101 Session of 2001 ) No. 2001-101 SP ?16 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 norgers or consolidations; and further providing for certain statutes of limitations and for certain transfers. The General Assembly of the Commonwealth of Pennsylvania hereby en.icts as follows; Section 1. Title 15-of the Pennsylvania Consolidated Statutes is amended by adding a section to read: 5 1929.1. biwitatioiiS on asbestos-related liabilities relating to certain mergers or consolidations. > (a) limitation on successor aabestoa-related liabilities.-- (1) Sxcept as further limited in paragraph (2), the cumulative successor asbestos-related liabilities of a domestic bueiness corporation, that was incorporated in this Cansoonwealeh prior to Kay X, 200Xr shall be limited to the fair market value of the total aaaahe of the transferor determined as of the time of Che merger or consolidation, and such corporation shall have no responsibility for aueoaaoox asbestos-related liabilities in excess of such limitation. (2) If the transferor hod 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 tine 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) limltution on total assets available to satisfy successor asbestos-related liabilities.-- (1) Except sc further limited in paragraph (2), the Assets of * 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 aabestos-related liabilities if the 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), ore paid or committed to be paid by or on behalf of the corporation, or by or on behalf of s transferor, in connection with settlements, judgments or other dischargee of claims of asbestos-related liabilities exceed tha fair market value of the total assets of the transferor, determined as of the time of the merger or consolidate on. I \  tt a im itv. l UO (2) I the tr*acxor bad assumed Ox incurred ucc(or aebeatoe-rolated liabilities in connection with, a prior marper or consolidation vith a prior transferor, than the fair market value of tha total assets of the prior transferor, determined as of the time of such earlier warper or consolidation, shall be substituted for the limitation set forth In paragraph (1) for purposes of determining tha extent Of tha exemption of the assets of a domestic business corporation. (c) Fair market value of total assets. (1) X doneStic 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 the purchase price attributable to or paid for such assets in an arm's length transaction, or, in the absence of other readily available i nformation from which fair market value can be determined, by reference to the value of such assets recorded cut a balance &Wt. Total assets shall include intangible assets. X showing by the domestic business corporation of a reasonable determination of Che fair market value of total asseta shall be prima facie evidence of their fair market valuo. (2) Once a reasonable determination of tha fair market value of total assets has been thus established by a domestic business corporation, a claimant disputing that determination of value shall then have tha burden of establishing a different fair market, value of such assets. (3) Tor the purpose of adjusting the limitations sat forth in subsections (a) and (b) to account far the passage of time, the fair market value of total assets at tha time of a merger or consolidation shall be increaeed annually until the earlier oft ' (i) the date of the settlement, judgment or other discharge to which the limitations in subsection (a) or (b> axe being applied; or (ii) the date on which such adjusted fair market value is first exceeded by the cumulative amounts paid or . coemitted 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 subsections (a) and (b) in connection vith settlements, judgments or other dischargee of tha successor asbestos-related liabilities/ at the rate egfual to the prime rata as listed in tha firet edition, of the Wall Street Journal published for each calendar year since such merger or consolidation, plus 1%, not cesqponnded. (dJ application.-- (1) Tho limitations set forth in subsections (a) and (b> shall apply to mergers or consolidations effected under tbs laws of this Commonwealth or another jurisdiction consumaated prior to May 1, 2001. (2) The limitations set forth in subsections (a) and (b) shall apply to all aobestos claims, including existing asbestos claims, and *11 litigation, including existing Xit.i9s.ti0A, sad shall apply to successors of a domestic business corporation to which, this section applies. (3) l'lw limitations set forth in subsections (a) and (b) shall not apply to workers compensation benefits paid by or on behalf of an employer to an eeployoe pursuant to the act of dune 2, 1915 (p.b.736, No.338}, known as the workers' Compensation Act, or comparable workers' compensation law of another jurisdiction. (<) 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 asbeatosrolatad 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) shall not apply to any obligations arising under the National tabor Relations Act (49 Stat. 449, 29 U.S.C- 5 151 *t Beq.) or under any collective bargaining agreement. () 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 to asbestos, including property damage caused by the installation, presence or removal of acbestos, the health effects of exposure to asbestos, including any claim for personal injury, death, mental or emotional injury, rick of disease or ether injury or the costs of medical monitoring or surveillance. The tana shall also include any claim mads by or on behalf of any person sxpeaed to asbestos or any representative, spouacl, parent, child or other relative of any ouch person. ''Successor acbastoe-related liabilities." Any liabilities, whether known or unknown, asserted or unassorted, absolute or contingent, accrued or unaccrued, 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 margsr or consolidation related thereto, with or into another dosettic business corporation or foreign business corporation effected under the laws of this Commonwealth 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 such merger or consolidation. The term shall also include liabilities which, after the time of the merger cvr consolidation as to which the fair market value of total assets la determined for purposes of subsections (a} and (b), ware or are paid or otherwise discharged, or cosmitted 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 othar discharges in this Commonwealth or another jurisdiction, "Transferor. " A denestic business corporation or foreign business corporation from which successor asbestos-related liabilities are assumed or incurred. tv* r. ira Sec-tioa 2. Section 5524 of Title 42 is amended by adding a puxayrflph to read: 5 5524. Two ye.ir limitation. I The following notions and proceedings must be commenced wit'll in two years: *** (8) Asi action to recover dosages for injury to * person or for tlo death of a person caused bjr exposure to aabeato# shall be coamnurted within two yearn xc*ft the dote on which the person is informed by a licensed physician that the I 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 fcneva that the person had an injury which was caused by such exposure, whichever date occurs first. Section 3. .Section 837.8 of Title 42 is amended to read: 5 8128. Transfer of claim to avoid policy of Commonwealth. ' (a) General rule.--It shall be unlawful for any creditor or obligee to eocmonco <i/i action on or to transfer any claim against 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 ox.- execution, than ore accorded by this Commonwealth, or for the | purpose of depriving such resident o the right to have his perr.on.nl earnings while in the liands of his employer exempt from application to the payment of his debes. (b) Remedy.--In addition to retried/ by injunction or otherwise, a resident of this Commonwealth who is aggrieved by any action by creditor or obligee in 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 of 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). lc) application to Title 15.--The provision# of this section shall alee apply to the limitation# set forth in 15 Pa.C.S. 1 ) 1529.1 (relating to limitations on aeboetoe-related liabilities relating to certain merger# or consolidation#). Section 4. This act shall take effect as follows: (1) The addition of 42 Pa.C.S. S524C8) shall take effect in 60 days. 12) The remainder of this act shall take effect I immediately. APPftOVKi3-*Thc I7ch cUy of December, A. D. 2001. MARK SCHWEIKKR