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FILE NAME Cape Asbestos CAPE DATE 2023 Oct 18 DOC CAPE194 DOCUMENT DESCRIPTION Affidavit of Eric L. Talley Ph.D. J.D. Legal - Tibbs Case Exhibit B - docverify Talley Draft Affidavit Formated 10-18-23 FINAL.pdf FINAL.pdf DocVerify ID Created Pages Remote Notary 08004E0CA860 October 18 2023 05:50:28 00 20 Yes State PA notary and notarization notarization DocVerify DocVerify VerVaulton protectan version of the document named above was created by a notary or the behalf of a : Sign this document was created for the purposes of Electroric Signatures and eas involved the use of comp`unication techno ogy ly verified and validated with the DooVer ty veriCheck system This remote arlre arlre Go www.D roe r ap at any time to verify verify or validate the authenticity authenticity and integrity integrity of this or any other DeeVerify De Verify VoriVaulted document ELECTRONICALY ELCTRONICALY FILED 2023 1:13 PM RICHLAND RICHLAND - Signature Summary Signature 1 Eric Talley ET October 18 2023 05:58:50 00 62F2D28FF447 174.28.4.242 et2520@columbia.edu Principal Personally Known Signature Notary Judith Hanratty jh October 18 2023 05:58:50 00 0A7D048352F2 173.62.160.56 173.62.160.56 justjudy123@verizon.net 1 Judith Hanratty did witness the participants named above electronically sign this document COMON PLEAS - 4 oD 1 eh 203CP41759 Fras LORENA URINE eVerify In 08004F0CARGO Qa ere Oe STATE OF SOUTH CAROLINA COUNTY OF RICHLAND ELCTRONIAY IN THE COURT OF COMMON PLEAS FOR THE FIFTH JUDICIAL CIRCUIT FILED JOHN A. TIBBS and MARGARET B. - TIBBS 2023 Plaintiffs V. A No. 40-01759 Oct 18 3M COMPANY et al Defendants In Re 1:13 PM Asbestos Personal Injury Litigation - Coordinated Docket RICHLAND aie oe oe fe fe is 2k os 2 ofc a ok ake oe Eo a ok **** **** - CAPE PLC individually and as successor in interest to CAPE ASBESTOS COMPANY COMON LIMITED by and through its duly appointed Receiver Peter D. Protopapas PLEAS - Third Plaintiff 203CP41759 ANGLOAMERICAN PLC individuallyand as successor in interest to ANGLO AMERICAN CORPORATION OF SOUTH AFRICA LTD et al Third Defendants Affidavit of Eric L. Talley Ph.D. J.D. October 18 2023 Verify ID 08004F08FC FF 08A 004FR 0CARG GO 0800O 4F0CARGO GREENE SROE A omP" eT ELCTRONIAY I. Qualifications 1 I am the Isidor and Seville Sulzbacher Professor as well as the Faculty Director of the FILED Millstein Center for Global Markets and Corporate Ownership at Columbia University I am - 2023 also a member of the European Corporate Governance Institute ECGI Until August 2015 I Oct held the Rosalinde and Arthur Gilbert Endowed Chair in Law Business and the Economy at the 18 1:13 University of California at Berkeley where I was the Director of the Berkeley Center in Law PM - Business and the Economy Prior to my appointment at Berkeley I was the Ivadelle and RICHLAND Theodore Johnson Professor of Law and Business at the University of Southern California USC where I had dual appointments in the Gould School of Law and the Marshall School of - COM ON Business Finance and Business Economics and where I also served as Faculty Director of the USC Center in Law Economics and Organization a multidisciplinary research group organized PLEAS across three university departments law business and economics Also from 2001 to 2004 1 - directed the Caltech Olin Center for the Study of Law and Rational Choice Simultaneous 203CP41759 with much ofmy academic career I held the position of Senior Economist Affiliated Adjunct at the RAND Corporation At RAND I conducted research on corporate governance corporate culture contract design securities fraud securities regulation the legal and accounting 203CP401759 professions civil justice business ethics and private class actions I hold a Ph.D. in economics from Stanford University as well as a J.D. from Stanford Law School 2 I have taught numerous classes over the course of my year academic career in the areas of corporate law corporate governance corporate finance economic analysis of law business ethics mergers and acquisitions valuation contracts statistics law and economics behavioral law and economics machine learning and law and game theory On two occasions Verify In AFCOORED 0800450CAB608000 450CAB60 Qt) en a av >e -oe 2017 and 2022 I have received the Willis L.M. Reese Award for Excellence in Teaching from the graduating class of Columbia Law School EFLCITRLONIEADY 3 Until November 2022 I served as the Immediate Past Chair of the Board of the Society of Empirical Legal Studies SELS the leading academic association in the world of empirical - 2023Oct legal scholars I was Chair of the Board of SELS from 2017 to 2019. I additionally served as President of SELS 2013 to 2014 Additionally I have been elected multiple times to the 18 1:13 board of the American Law and Economics Association ALEA the leading academic PM - association in the world of law and economics scholars finishing my most recent term in May RICHLAND 2019 have previously served as Chair of both the American Association of Law Schools - AALS section on Law and Economics and the AALS section on Contracts 4. I frequently speak both to academic audiences and to professional associations including COMON attorneys utilities regulators judges and corporate directors I have many times been retained to PLEAS provide training sessions for regulators practitioners and judges regarding governance and - valuation practices These sessions have been conducted in both the United States and abroad 203CP41759 In 2008 I was selected to deliver the annual Francis G. Pileggi Distinguished Lecture on corporate law and governance before the assembled Delaware judiciary state court and federal court judges I have testified as an expert in a variety of legal proceedings related to corporate 203CP401759 governance in both state and federal court 5 I have conducted research and published dozens of articles in areas pertaining to corporate governance economic analysis of law business judgment and ethics fiduciary duties corporate opportunities securities market regulation and related topics My publications have appeared in refereed journals law reviews and edited volumes and I a am referee for a number of academic journals in my field On multiple occasions my published scholarship has been eVerify ID 8FFF.08004F0CA 8FFF.0808 04F0CA860 6 8FFF.0800 04F0CA860 0 NG 66 ce 1 designated as one of the Ten Best Corporate and Securities Articles of the Year by the Corporate Practice Commentator EFLCITRLONIEADY 6 A more complete summary of my educational background and professional qualifications is attached as Appendix A which includes a list of my publications speaking engagements - 2023 refereeing experience and previous expert testimony Oct 18 II Background and Assignment 1:13 PM - 7 I have been retained by Morgan Lewis & Bockius LLP Counsel for Third RICHLAND Plaintiff Peter Protopapas as the duly appointed Receiver for Cape PLC to opine on issues pertaining to this litigation as to two core questions - COM ON a The nature and purposes of limited liability and corporate affiliate structures including the potential economic advantages of such structures as well as the PLEAS potential economic disadvantages of such structures when used to externalize - harms to third parties Third Plaintiff has additionally asked me to assess 203CP41759 the benefit case for limited liability within the affiliate structures at issue in this case pursuant to the facts alleged by the Receiver which I assume for purposes of this affidavit to be true 203CP401759 b The extent to which disregarding the corporate veil occurs in practice concentrating on the empirical legal studies literature that measures the frequency / rarity of piercing the corporate veil claims when they are adjudicated in American courts 8 In stating my opinions as to these questions I reviewed the party complaint and several additional documents related to this case including pleadings The documents I reviewed in reaching my opinions are listed in Appendix B. Verify In 2E32-420F.REF CAF RRO 0) - Be ro r ve 9 With respect to this matter I am being compensated at my usual and customary rate of 1,350 per hour My compensation is in no way contingent or based on the content of my EFLCITRLONIEADY opinion or the outcome ofthis or any other matter - III Nature and Purpose of Limited Liability 2023 Oct 10 Limited liability or LL is a longstanding statutory institution in company law that under 18 1:13 certain situations imposes a limit on the monetary liability of the owner investors of the PM - company at the value of their investment stake in the firm In other words when a company RICHLAND receives the presumption of LL its equity investors or shareholders face risk exposure up to the value of their equity claims in the company but not beyond that - COM ON 11 | There can be many benefits of the LL structure which in the right situations can inure to both direct corporate participants and to society Each of these benefits constitutes a type of PLEAS positive externality associated with the institution - benefits that are captured not solely by the - firm but also shared by society at large 203CP41759 12 For example it is widely known and acknowledged that most people including entrepreneurs are risk averse Consequently entrepreneurs investing in a novel and socially valuable industry are likely to be significantly more risk averse than society at large would 203CP401759 prefer Risk averse parties are generally unwilling to invest in risky projects unless they are able to obtain something in excess of the actuarial value of the risky venture in return a risk 1 See e.g. Joseph K. Angell & Samuel Ames A Treatise on the Law of Private Corporations Aggregate 349 Reprint New York Arno Press 1832 1972 No rule of law we believe is better settled than that in general the individual members of a private corporate body are not liable for the debts either in their persons or in their property beyond the amount of property which they have in the stock cVerify ID AFCOORED 08004F0CA8 08004F06 CA860 08000 4F0CA860 om Were re ee mmr premium By limiting their exposure to downside risk LL can reduce those required risk premia and thereby induce entrepreneurs to enter new and important arenas where investment is EFLCITRLONIEADY socially valuable 13. Limited liability can also help entrepreneurs attract outside capital for projects whose - 2023Oct scale is beyond what a single entrepreneur can finance. It can in such situations be important to attract outside investors who themselves are risk- and uncertainty perhaps to the same 18 1:13 degree as the entrepreneur if not more By limiting their downside risk LL helps to attract their PM - willingness to provide investment capital at scale.4 RICHLAND 14. Moreover LL also facilitates diversified investments among passive investors enabling - even averse shareholders to spread risks which in turn may induce them to invest more and discount less reducing the overall cost of capital for corporate enterprises Without LL investors COMON PLEAS might even find it undesirable to diversify and as a result would invest less on the aggregate In turn by facilitating diversification LL can help support public capital markets where millions of - shareholders can spread their investments over thousands of different investments 203CP41759 2 See e.g. Ivo Welch Corporate Finance 109 4th ed 2017 Phillip I. Blumberg Limited Liability and Corporate Groups 11 J. Corp. L. 573 616 1986 By accomplishing shifting 203CP401759 not created in the market place limited liability encourages business managers to venture into activities that they would otherwise not undertake Richard A. Posner The Rights of Creditors of Affiliated Corporations 43 U. Chi L. Rev. 499 502 1976 unlimited liability would discourage substantial entrepreneurial investments by risk averse individuals 3 See e.g. Mirjam van Praag Gerrit de Wit and Niels Bosma Initial Capital Constraints Hinder Entrepreneurial Venture Performance The Journal of Private Equity Winter 2005 Vol 9 No. 1 Winter 2005 pp 36-44 4 See Herbert Hovenkamp Enterprise and American Law 1836 193574 1991 Limited liability clearly encouraged the flow of capital into new enterprise S Rustam Ibragimov Dwight Jaffee & Johan Walden Nondiversification Traps in Catastrophe Insurance Markets 22 REV FIN STUD 959 2009 Henry Manne Our Two Corporation Systems Law and Economics 53 Va L. Rev. 259 1967 eVerify In 2E32-8F4 FF 082 0040 CARGO F CARGO Mmm KT Bee rece. Mm 15 These are all considerable benefits of limited liability But they do not come free Limited liability also introduces important economic costs that in some circumstances can grow EFLCITRLONIEADY large This is because limited liability by nature truncates a corporate entity's damages exposure - to third party harms i.e. negative externalities that its activities create For actors with unlimited 2023 exposure the specter of liability can and does work to deter the overproduction of negative Oct externalities since it requires the actor to internalize the costs it imposes on society in the form 18 1:13 of anticipated damages However LL by nature caps liability and in so doing it leads to under- PM - deterrence of the actor In other words because limited liability entities do not bear the full costs RICHLAND of the party harms they create they can produce such negative externalities at a level that - exceeds social efficiency goals leading to more harms than they otherwise would in the absence of the LL shield A particularly important context where the specter of such costs looms large is COMON PLEAS where a corporate entity has a thin equity cushion there are well documented examples in both theory and practice where inefficient behavior is exceedingly likely among limited liability - entities that are at or close to the point of insolvency sometimes called the zone of 203CP41759 insolvency Financial economists typically refer to such circumstances as being infinancial distress 16. Moreover in addition deterring thinly capitalized corporate entities as a general 203CP401759 matter LL can in some cases distort matters further still making it profitable for corporate actors to take deliberate actions to place their affiliate structures into financial distress effectively judgment proofing the affiliates against third party claims Such reorganizations not only impose additional transaction costs in their own right but they also sow the seeds for socially wasteful if privately profitable corporate behavior Verify In 8ECDOSED 08004F0C4860 ne) Es ee 17 Economists have long known that financial distress - when combined with limited liability - can induce shareholders and managers alike deliberately to eschew economically EFLCITRLONIEADY efficient structures and strategies while pursuing inefficiently risky even ones that destroy value overall An efficiency approach to deterring such wasteful behavior in such - O20c2t3 circumstances would be to rescind the benefits of LL to the actor who abuses it for these 18 purposes 1:13 18 A simple example can help to illustrate the power of the foregoing points Consider a PM - corporation controlled by a single shareholder and assets of 100 assumed for simplicity to be RICHLAND cash but with a significant amount of corporate debt consisting of an obligation to a creditor of - 99 payable in a month Consequently the fair market value of equity for this company is $ consisting of its total assets of 100 less the company's debt of 99 Assume that in addition COMON PLEAS to her stock in the company the corporation's shareholder also holds personal liquid assets of 1,000 - 19 Suppose the company were to choose between two mutually exclusive investment 203CP41759 projects each ofwhich will mature in exactly one month 203CP401759 6 See e.g. Myers Stewart Determinants of corporate borrowing Journal Financial Economics 5 147-175 1977 M. Jensen & W. Meckling Theory of the firm managerial behavior agency costs and ownership structure 3 Journal of Financial Economics pp 305-360 1976 Lawrence A. Weiss Karen H. Wruck Information problems conflicts of interest and asset stripping Chapter 11's failure in the case of Eastern Airlines Journal of Financial Economics 48 pp 5597 1998 Bernardo Antonio & Eric Talley Investment Policy and Exchange Offers Within Financially Distressed Firms The Journal of Finance 51 871 8818 996 Tirole Jean The Theory of Corporate Finance Princeton Press 2006 7 For the purposes of illustration I will exclude considerations related to the time value of money such as the additional interest payments on the debt eVerify ID 0800450CARG080O 0450CARGO MBL A re ee ee a Project A requires a 100 investment today and yields 105 at the end of the month with certainty EFLCITRLONIEADY b Project B requires a 100 investment today and pays off either 150 or 0 in a - month with equal probabilities 2023 20 It is clear that Project A is the safer project of the two since it yields a 5 net payoff with Oct certainty while Project B carries substantial risk Project A is also the most valuable project 18 1:13 independent of risk as it yields a higher expected net payoff 105 than Project B negative 25 PM - consisting of 50 half the time and negative 100 the other half of the time From an economic RICHLAND perspective then it is clear that Project A dominates Project B on both a risk and return basis - Favoring Project A is an economic brainer 21 Nevertheless there are strong reasons to believe that under LL the corporation in the COMON PLEAS example above may strategically pursue the inefficient Project B. By pursuing Project A the corporation's shareholder would garner a final payoff of 6 after paying off the 99 principal - owed to creditors By pursuing Project B however the corporation's shareholder would instead 203CP41759 receive a 51 payoff should the project succeed again after paying off creditors and 0 should the project fail and insolvency ensues Because each of these payoffs occurs with equal probability the corporation's shareholder perceives an expected payoff of 25.50 if the 203CP401759 corporation pursued Project B. Unless it is exceedingly risk averse then the shareholder will use its control to cause the corporation to pursue Project B even though the project destroys value and Project A creates value The reason the corporation favors the wasteful project is 8 An alternative way to see this is to note that Project B's expected gross payoff is 75 = 150 + 0 Because project B requires an investment of 100 its expected net payoff is therefore 25 = 75 - 100 Verify ID BFCD0AED 08002F 32-420F 080E 0N ENCC ARGA O0800ENCAR RGO 0800G ENCARGO O 1 LAS ee simple because of LL the shareholder is insensitive to the downside risk associated with a bad outcome for Project B. Indeed the corporation is able to fob that downside onto the firm's EFLCITRLONIEADY creditors Consequently the shareholder of a thinly capitalized corporation cares only about upside risks and is most attracted to risky projects even if such projects are on average money - O20c2t3 losers like Project B This attraction to risk is in many ways similar to one that would ensue for an investor holding an money call option Myers 1977 Bernardo & Talley 1996 18 1:13 22. Note that the inefficient choice shown above would not arise if the firm were more amply PM - capitalized If for example the corporation had 200 rather than 100 in cash assets the RICHLAND shareholder would have sufficient skin in the game to internalize the risk both upside and - downside associated with Project B. Accordingly the shareholder would strongly and efficiently prefer Project A and it would use its control to bring about that choice Thus LL is COMON PLEAS less likely to induce inefficient decision making in companies that have a sufficiently ample cushion of equity capital Put differently when a company is in financial distress i.e. insolvent - or in the zone of insolvency its shareholder will perversely and inefficiently be attracted to 203CP41759 wasteful and risky projects since fixed claimants bear the downside risks from those choices 23 It is in such distressed situations that disregarding LL can be justified on economic grounds Removing LL's cap on liability can effectively and efficiently counteract the incentive 203CP401759 problem created by financial distress and thin equity cushions by affording the creditors the ability to reach the personal assets of the shareholder This credible threat in turn causes the 9 In fact it is easy to show in this example that whenever the corporation has outstanding debt of 60 or less corporate managers will optimally favor Project A over Project B. Verify ID 08004086 080040860 0 080040860 BI Mivic + Tine ER | shareholder to internalize downside risk ameliorating the seeking inefficiency described above EFLCITRLONIEADY 24 In the context of the running example above suppose once again that the corporation had assets of only 100 but that the creditors were allowed to pierce into the assets of the - 2023Oct corporation's shareholder in the event that the company pursued Project B and later became insolvent In this event the shareholder would now internalize the 99 loss to the creditors in the 18 1:13 event that the project failed Indeed although project B continues to afford the shareholder qua PM - shareholder an expected payoff of 25.50 veil piercing now also imposes an expected personal RICHLAND liability on the shareholder of 99 should the project fail which occurs of the time thus - representing a 49.50 expected cost The net effect is an expected loss associated with Project B of 24 or 49.50 - 25.50 which when combined with the $ in equity value foregone COMON PLEAS corresponds to the expected social inefficiency of pursuing Project B. The threat of piercing thus realigns the payoffs of the distressed company's shareholder with those of society If LL were - religiously followed in all cases in contrast the corporate manager and shareholder remain 203CP41759 undeterred from pursuing risky and wasteful projects such as Project B. 25. Such a danger however may be only the tip of the iceberg Under an inflexible LL corporate owners may even have an affirmative strategic incentive to use their control to 203CP401759 10 Even the probabilistic chance of veil picrcing may be enough to provide appropriate deterrence In the example from the text for example suppose the corporation had aggregate debt outstanding of x It is easy to confirm that a 60 the corporation will pursue the efficient project Project A only so long as the probability of piercing is at least 60 > 0. When 60 the corporation will have sufficient skin in the game to pursue the efficient project without the threat of veil piercing This numerical example merely illustrates the more general point that the possibility of veil piercing can be efficient for thinly capitalized firms so long as the shareholder has sufficient control over the firm's behavior See e.g. Che K & Spier K Strategic Judgment Proofing RAND J. Econ 39 2008 at p 941 10 _ Verify ID 00002F0CAR0G 02F0CARGO 000O 02F0CARGO 1 tise Mkae' vee I 8 deliberately put the firm into financial distress sowing the very seeds of the economic waste they later visit on the firm and society EFLCITRLONIEADY 26. _ It is easy to see how this type of strategic judgment proofing can occur in the running example from above Suppose that the corporation had 99 in debt just as before but liquid - 2023 Oct assets totaling 200 rather than the 100 assumed above In this case as demonstrated above the corporation's equity cushion would be sufficiently ample that the shareholder would 18 1:13 internalize all relevant upside and downside risks deterring her efficiently from pursuing the PM - destroying action Instead the shareholder would invest 100 in the efficient RICHLAND Project A yielding a total firm capitalization of 205 after a month Debt holders would be paid - in full and sharcholders would receive a net residual payoff of 106 i.e. 205 less the 99 principal debt value So far so good COMON PLEAS 27 However suppose further that prior to making the choice between Projects A and B the shareholder could cause the corporation to pay out a 100 dividend to the shareholder - effectively vacuuming out half the firm's asset value and distributing it upstream Doing so 203CP41759 would create an immediate 100 payoff for the shareholder placing the corporation back into a zone of insolvency And once there as demonstrated above the shareholder would once again have strong reasons to favor Project B notwithstanding the fact that Project B both is riskier and 203CP401759 destroys value because doing so yields her an additional expected payoff of 25.50 11 Several known academic studies have explored this perverse strategic incentive in depth See e.g. Che & Spier 2008 at pp 926-948 Shavell Steven The Judgment Proof Problem International Review of Law and Economics Vol 6 1986 pp 45 5S8havell Steven Minimum Asset Requirements and Compulsory Liability Insurance as Solutions to the Judgment Problem RAND Journal of Economics Vol 36 2005 pp 63 77 11 eVerify ID 08004F0CA--fl0806 04F0CA--fl60 0 1111 Byte 1 aml fh 28 The ultimate effect of this stage strategy extracting a dividend followed by inefficiently pursuing Project B would yield the shareholder an expected payoff of 125.50 EFLCITRLONIEADY consisting of the 100 dividend plus the 25.50 expected payoff from Project B as described - above This sum is clearly larger than the 106 payoff the shareholder would reap if the 2023 corporation remained capitalized and then efficiently pursued Project A. Oct 29. Consequently unless the shareholder is extremely risk averse she will favor the strategic 18 1:13 stripping strategy of a siphoning from the corporation all but the bare minimum amount it PM - would need to fund its operations and b opting for the inefficient project that externalizes RICHLAND downside risk onto others While certainly lucrative for the shareholder this stripping - strategy is clearly costly to society overall and economically wasteful 30. Moreover the very process of engaging in strategic judgment proofing can visit COMON PLEAS additional transaction costs on the firm For example suppose that executing the 100 dividend above imposed an additional transaction cost of 5 on the firm reflecting the costs of legal and - financial experts This transaction costs adds another unrecoverable cost causing the 203CP41759 inefficiency associated with pursuing the stage asset stripping strategy to grow by an additional 5 Nevertheless the shareholder would still prefer the strategic asset stripping strategy approach since the net expected payoff from that strategy now 120.50 would still 203CP401759 exceed the shareholder's expected payoff from the efficient choice of remaining capitalized and pursuing Project A which remains at 106 31. In contrast if there were a credible threat that LL would be disregarded in situations such as the above the shareholder would have appropriate incentives use her corporate control to avoid such deliberate and inefficient asset stripping strategies For instance if the creditors were able to claw back the dividend or otherwise recover from the shareholder's personal assets in the 12 eVerify ID AFCOORED 2E32-420F 08004F0CAR60 SBI Boke MG BYR MB event insolvency the shareholder would once again be put in the position of internalizing both upside and downside risk of her project choices Accordingly she would be deterred from EFLCITRLONIEADY embracing the inefficient stripping strategy and thus would have no incentive to impose additional transaction costs from capital restructuring In short a credible threat of relaxing LL in - 2023 appropriate circumstances can be economically efficient and socially desirable Oct 32 The discussion above demonstrates - through a simple example - three simple points a 18 1:13 that absent a credible threat of veil piercing financial distress combined with limited liability can PM - cause a shareholder to cause a manager to make inefficient reducing decisions that are RICHLAND undesirable from an economic welfare perspective b that absent a credible threat of veil - piercing the shareholder may a have strategic incentive to deliberately place the company in financial distress by stripping it of assets potentially introducing additional inefficient COMON PLEAS transaction costs and c that a credible threat of veil piercing can provide a targeted means in the appropriate situations for deterring the inefficiencies that would occur under a and b - 33 More generally the analysis above implies that the economic case for or against LL must 203CP41759 take account of its benefits and costs on a specific basis Benefits and costs do not always cut in the same categorical direction and they depend on deeper analysis of facts and circumstances Under such analysis the economic case for or against limited liability turns on 203CP401759 the extent to which the benefits of LL exceed the costs of LL as exposited above 34 As applied to the facts as alleged in this case the benefit calculus in favor of maintaining limited liability appears dubious on a number of grounds Consider first the costs From the facts as alleged in the party complaint it appears that the costs to based victims of the use and production of asbestos were appreciable Third Compl 74-76 eVerify ID AFCDOAED 080040CA906 80 40CA960 080 0040CA960 13 ML ENG ENG Hs Ree BB | 79-88 114 Not only was the magnitude of the potential harm high but it became increasingly clear that even the probability of harm was overwhelmingly high I~ 61-65 EFLCITRLONIEADY 35 Moreover from the facts as pleaded in the party complaint it also appears that the - Cape defendants took active steps to distort mischaracterize and conceal the true gravity of the 2023 threat in both magnitude and probability from regulators and the public id 74-7674-776 9-88 Oct 114 and in so doing made it difficult for public actors to use regulatory intervention to throttle 18 1:13 down the activity PM - 36. In addition the Receiver has alleged that the Cape defendants used their corporate RICHLAND affiliate structures to remove valuable assets upstream leaving the operating affiliates - inadequately capitalized to contend with the mounting and certain liability exposure that their activities would bring about Id 65 79-80 89 93-94 Such behavior is entirely COMON PLEAS consistent with the type of strategic judgment proofing illustrated above where a corporate shareholder relying on LL finds it profitable to drain the corporation of assets in order to fob - off downside risk on third parties through corporate insolvency Indeed several of the critical 203CP41759 operating companies are alleged to have operated deliberately and persistently in financial distress acting effectively as repositories / cushions for capitated losses As detailed in the third- party complaint operating subsidiaries carried inadequate insurance id 80 manifested a 203CP401759 pattern of upstreaming dividends failed to make provisions to satisfy contingent liabilities id 93 and maintained minimal unincumbered ownership of valuable assets with a pattern of hastily selling such assets as part of a plan to reduce exposure id 96-103 37 In sum as detailed in the Receiver's party complaint the Cape and Third Defendants established a longstanding pattern and practice of increasingly concentrating their exposure to asbestos liabilities within a modest collection of capitalized operating 14 eVerify In 08004F0CAR60 WEBI Rite 6 oR Be | affiliates e.g. NAAC along with intermediate holding companies e.g. e.g. Charter set up with the purpose and effect of insulating other more flush affiliates from liability exposure Id 65 EFLCITRLONIEADY 72 77-79 94 96 38 All told then the alleged facts of this case suggest that the costs associated with adhering - 2023 to LL are high under these circumstances An economically minded legal policy would thus Oct efficiently relax the LL protections unless there were an even stronger case based on the benefits 18 1:13 of LL However under the facts as pled such benefits do not appear to be appreciable and in PM - many respects appear to be quite modest in this case RICHLAND 39. First the activities pursued by the Cape entities do not appear to be a valuable new field - of growth nor do they reflect the need to encourage entry by new entrepreneurs into a field Although asbestos products perhaps started out as a novel technology that did not remain the COMON PLEAS case during much of the latter half of the twentieth century when many of the harms alleged here were occurring Moreover as the Receiver has alleged in his party complaint the Cape - defendants took an active role in hiding the true risks of asbestos from regulators and the public 203CP41759 thereby obscuring the technology's true social costs Moreover Cape was hardly a new entrepreneurial entrant onto the scene As detailed in the party complaint it is part of a more than a century old conglomerate of affiliated companies and it has long been operating in 203CP401759 this area 40 Second the affiliate structure as it is alleged in this party complaint did little to realize the benefits of LL as an efficient risk distribution device amongst diffuse stakes diversified equity holders nor did it create substantial securities development benefits nor did it do much to develop strong public capital markets for those assets Rather the corporate structure of the Cape affiliates was a management vehicle for structuring businesses 15 eVerify In 08004F8F0 FF 084 004F8 0486 60 080 004F04860 _ c 8. USA ant meant to be held substantially if not exclusively by a single family the Oppenheimers It thus appeared not to be a vehicle to help diversify those risks across thousands if not millions of EFLCITRLONIEADY public equity investors Consequently the diversification and securities - development rationales for LL appear to be modest if not existent under the facts as pled in 2023 this case Oct 41. | Assuming the facts as alleged in the party complaint by the Receiver are true which 18 1:13 I take to be true for purposes of this affidavit they resemble a textbook case of strategic and PM - inefficient asset stripping that suggests the costs of LL exceed the benefits of LL in these RICHLAND circumstances Such inefficiencies as shown above can be efficiently deterred by a credible - commitment to relax the LL shield Consequently and on this basis economic case for disregarding the veil of limited liability among the defendants or a sizeable number of them COMON appears strong PLEAS - IV Rarity of Disregarding Limited Liability 203CP41759 42. Although the preceding discussion addresses the benefit calculus of when it is economically justified to lift and disregard limited liability the ultimate decision to do so is a legal determination that involves the application of doctrines such as alter ego veil piercing 203CP401759 entity theory agency and others This affidavit neither ventures into these legal doctrines nor 12 Moreover to the extent that there was any benefit to capital markets it appears that most of that benefit inured to the capital markets of apartheid South Africa which itself has questionable social value See e.g. Comprehensive Apartheid Act of 1986 Pub L. No. 99-440 310 100 Stat 1086 codified at 22 U.S.C. 5060 No national of the United States may directly or through another person make any new investment in South Africa except as to a firm owned by black South Africans 16 Verify In 08004F0CA360 1111 Bitte ete Pine Gl I does it attempt to apply them to the facts of this case as they have been alleged That said there is a lively empirical literature from minded scholars on the overall frequency with EFLCITRLONIEADY which U.S. courts pierce the veil in practice This literature is helpful particularly in providing a - reference point from which to judge the asserted view that veil piercing and related 2023 doctrines constitute a rare exception to the rule of LL.13 Oct 43. Empirical analyses of cases where courts have decided whether to disregard LL 18 1:13 however have yielded a far more nuanced landscape There are several empirical studies of veil PM - piercing that are now well known and well cited in the literature Four of them stand out the RICHLAND first by Robert Thompson 1991 and three additional studies - authored in the ensuing - decades Peter Oh 2010 Lee Hodge & Andrew Sachs 2008 and John Matheson 2010 All four of these studies involved collected data on judicial veil piercing decisions as COMON reflected in reported decisions across both state and federal court levels PLEAS 44. The above empirical contributions paint an informative picture as to the practical - frequency of veil piercing Table 1 below presents a summary of the results of the 203CP41759 aforementioned empirical studies As can be seen from the Table all four studies find the piercing rate in reported opinions to be appreciable inconsistent with the common refrain about the exceptional and rare invocation of the doctrine The most cited study Thompson 203CP401759 13 Phillip I. Blumberg The Law Of Corporate Groups Tort Contract And Other Common Law Problems In The Substantive Law Of Parent And Subsidiary Corporations 6.01 at 106 1987 stating that courts pierce the veil in exceptional cases 14 Thompson R. Piercing the Corporate Veil An Empirical Study 76 Cornell L. Rev. 1036 1991 Oh P. Piercing 89 Tex L. Rev. 81 2010 Hodge Lee C. & Sachs Andrew B. Piercing the Mist Bringing the Thompson Study into the 1990s 43 Wake Forest L. Rev. 341 2008 John H. Matheson Why Courts Pierce An Empirical Study of Piercing the Corporate Veil 7 Berkeley Bus L.J. 1 2010 Matheson's study largely incorporates and expands on a more limited study he published two years prior in the North Carolina Law Review 17 eVerify In 232-42DF 8FFF.08004FDCA860 nee GRRE AR Mt ee 1991 finds overall piercing rates of just over forty percent The most comprehensive study Oh 2010 finds even higher piercing rates of almost fifty percent Matheson 2010 Hodge and EFLCITRLONIEADY Sachs 2008 report an aggregate piercing rate of approximately third - 2023 Cases Overall Time Period Analyzed Piercing Rate Oct Thompson 1990 c1930-1985 1583 40.18 18 Hodge & Sachs 2008 1986-1995 228 35.53 1:13 Oh 2010 c1658-2006 2929 48.51 PM - Matheson 2010 April 2008 929 31.86 RICHLAND Table 1 Veil Piercing Rate as Measured in Four Major Empirical Studies - 45 It is worth noting moreover that some of the studies from Table 1 also analyzed subsets of their sample to determine the frequency of piercing claims for establishingjurisdiction over COMON the pierced entity as a procedural matter as opposed to ultimate liability issues Thompson PLEAS - 1991 for example notes a 35.88 success rate ofjurisdictional piercing Similarly Hodge & Sachs 2008 find a jurisdictional piercing rate of .16 Although the other studies in Table 1 203CP41759 do not track jurisdictional piercing Oh 2006 notes that courts are more lenient when it comes to piercing for purposes of obtaining jurisdiction 203CP401759 46 In contrast to the perception that judicial disregard for LL is rare or exceptional the available empirical literature reveals that such judicial dispositions represent a meaningful 5 Thompson supra note 14 at 1060 Table 10 16 Hodge & Sachs supra note 14 at 335 Table 9 17 Though not the basis for this discussion other scholars have attempted to analyze the rate at which various piercing doctrines are followed by courts See e.g. John A. Swain & Edwin E. Aguilar Piercing the Veil to Assert Personal Jurisdiction over Corporate Affiliates An Empirical Study of the Cannon Doctrine 84 B.U. L. REV 445 2004 18 Verify In 08004F0C4860800 04F0C4860 Be Worte portion of litigated cases As judged through the lens of this literature the remedy of veil piercing is neither particularly rare nor exceptional Rather the evidence suggests that courts EFLCITRLONIEADY treat such claims on a case basis This case treatment moreover is consistent with the economic analysis elucidated above which suggests that disregarding LL - 2023 should be done in a manner that corresponds with specific benefit analysis Oct 47. __ I reserve the right to modify my opinions to the extent that I become aware of additional 18 1:13 information relating to the contents of this affidavit PM - RICHLAND Executed this 18th day of October 2023 - SA Surers 92 COMON PLEAS Eric L. Talley Ph.D. J.D. - COMMONWEALTH OF _ PENNSYLVANIA ) COUNTY OF PHILADELPHIA ) 203CP41759 SWORN TO and SUBSCRIBED BEFORE ME this 18th day of October 2023 HeroHerotty Hteroytty oe a nee ste ee ate Notary Public Commonwealth of Pennsylvania - Notary Seal Judith Hanratty Notary Public Philadelphia County My Commission Expires Apr 02 2027 Commission Number 1348913 lestory Song VELE SUJET a ar Notarial act performed by visual communication Verify ID 0800 234 2-42F 0F 8F0 FF 0804 04F08 48606 0804F04860 080 004F04860 19 IMA IMA IMA mt ELCTRONIAY FILED - 2023 Appendix A Oct 18 1:13 PM - RIC-HLAND COMON PLEAS - CASE#203P41759 May 2023 ELCTRONIAY Eric L. Talley Columbia Law School New York NY 10027 Phone 213 610-4792 Email etalley@law.columbia.edu FILED - Employment 2023 2015 Oct Isidor and Seville Sulzbacher Professor of Law Columbia Law School 18 1:13 New York NY 2017 Faculty Director Millstein Center for Global Markets and Corporate PM - Ownership Columbia Law School Pres 2016 2009-2015 2006-2014 RICHLAND Affiliated Expert Cornerstone Research New York NY Visiting Professor Buchmann Faculty of Law Tel Aviv University Tel - Aviv Israel COM ON Arthur and Rosalinde Gilbert Foundation Chair in Law Business and the Economy UC Berkeley School of Law Berkeley CA. PLEAS Faculty Director Berkeley Center for Law Business and the - Economy UC Berkeley School of Law Berkeley CA. 2006-2009 2004-2015 2011 2008-2009 Professor of Law UC Berkeley School of Law Berkeley CA. 203CP41759 Senior Economist RAND Corporation Santa Monica CA Institute for Civil Justice Affiliated adjunct staff Visiting Professor University of Chicago School of Law Chicago IL 203CP401759 Robert B. and Candice J. Haas Visiting Professor in Corporate Finance and Law Harvard Law School Cambridge MA 2006 2005-2006 Commentator Marketplace Radio American Public Media Weekly slot on national public radio program discussing business and legal affairs Visiting Professor UC Berkeley School of Law Director Berkeley Center for Law Business and the Economy 2005-2006 Ivadelle & Theodore Johnson Chair in Law and Business University of Southern California Gould School of Law 2005-2006 2000-2005 2003 Spr 2001-2003 2000 Aut 1997-2000 1995-1997 1993-94 1993 1993 1990 1992 Education Ph.D./J.D B.A. High School ELCTRONIAY Professor of Finance and Business Economics USC Marshall School of Business Professor of Law Univ of Southern California Law School Director FILED USC Center in Law Economics & Organization 2002-2004 Director Caltech Olin Center for Study of Law & Rational Choice 2002-2004 - 2023 Visiting Research Fellow Institute for Civil Justice RAND Corporation Santa Monica CA. Oct Visiting Professor of Law California Institute of Technology Department 18 of Humanities and Social Sciences Courses Law and Economics 1:13 Regulation of Securities Markets PM - Visiting Professor of Law and Alfred P. Sloan Research Fellow RICHLAND Georgetown University Law Center Associate Professor of Law University of Southern California Law - School Assistant Professor of Law University of Southern California Law School COMON PLEAS Contract Specialist Brown & Bain Palo Alto CA practicing consultant - Summer Associate Brown & Bain Palo Alto CA. 203CP41759 Lecturer Stanford University Intermediate microeconomics Instructor Stanford Law School Taught two seminars for law faculty on the fundamentals of economic analysis and game theory 203CP401759 Stanford University Dept. of Economics & Stanford Law School 1989-95 1999. Doctoral Dissertation Committee Paul R. Milgrom chair 2020 Nobel Prize recipient Ian Ayres A. Mitchell Polinsky University of California San Diego 1984-88 Magna Cum Laude Majors economics and political science minor mathematics Los Alamos High School Los Alamos NM 1981-84 2 ELCTRONIAY Courses Taught I. Corporate Law/ Business Associations II Corporate Finance III Corporate Governance FILED IV Contract Law FILED - V. Mergers and Acquisitions VI Valuation Bootcamp for Lawyers 2023 VII Machine Learning and Law VIII Securities Regulation Oct IX Private Capital seminar 18 X. Shareholder Activism seminar 1:13 XI Law and Economics seminar PM XII Law and Empirical Finance seminar - RICHLAND Books CORPORATE FINANCE AND LAW Edward Elgar Publishing Ltd. 2024 Advanced Introduction Series forthcoming 2024 COM ON EXPERIMENTAL LAW AND ECONOMICS Edward Elgar Publishing Ltd. 2008 edited with Jennifer Arlen Articles Chapters Blog Posts and Occasional Pieces PLEAS - Don't Go Chasing Waterfalls Fiduciary Duties in Venture Capital Backed Startups 52 JOURNAL OF LEGAL STUDIES forthcoming 2024 with Sarath Sanga Available at https://ssrn.com/abstract=3721814 https://ssrn.com/abstract=3721814 203CP41759 Debt Textualism and Creditor Violence A Modest Plea to Keep the Faith 171 U. PENN L. REV forthcoming 2023 with Sneha Pandya Available at https://ssrn.com/abstract=4317353 https://ssrn.com/abstract=4317353 Twitter v Musk Reflections on the Trial ofthe Century That Wasn't 40 DELAWARE LAWYER 8 2022 Feature Article with Ann M. Lipton The Price ofFairness 83 OHIO ST L. JOURNAL forthcoming 2023 with Christopher Buccafusco & Daniel Hemel Contractual Evolution 89 U. CHICAGO L. Rev. 901 2022 with Matthew Jennejohn & Julian Nyarko Available at https://papers.ssrn.com/sol3/papers.cfm?abstract_id htps:/papers.srn.com/sol3/papers.cfm?abstract_id htps:/paers.rn.com/sol3/paers.cfm?abstract_id 3810214 Cleaning Corporate Governance 170 U. PENN L. REV 1 2021 with Jens Frankenreiter Cathy Hwang & Yaron Nili lead article Corporate Practice Commentator designation as one of the Top Ten Corporate and Securities Articles of 2022. 3 Discharging the Discharge for Value Defense 17 NYU J. L. & BUSINESS 201 2021 featured on Bloomberg's Money Talk by Matt Levine and New York Times DealBook Available at https://ssrn.com/abstract=3906201 ELCTRONIAY Looking Back with a Legend Ira Millstein Reflects on the Impact ofMilton Friedman's FILED Views on Corporate Governance 71 BUS LAWYER 945 2021 with Ira Millstein and Leo - Strine 2023 How the Litigious Bird Caught the Banque Worm Columbia Blue Sky Blog February Oct 2021 with Sncha Pandya Available at https://clsbluesky.law.columbia.edu/2021/02/24/ 18 litigious 1:13 Racial Diversity and Corporate Governance Assessing California's New Board Diversity PM Mandate CAL BUS LAW REPORTER 2021 with Courtney Murray featured on the - Columbia Blue Sky Blog RICHLAND Patently Risky Framing Innovation andEntrepreneurial Preference 34 HARVARD J. LAW & TECH 192 2020 with Elizabeth Hoffman David Schwartz & Matthew Spitzer - Available at ht ps:/ jolt.law.harvard.edu/as ets/articlePDFs/v34/4.-Tal ey.pdf htps:/jolt.law.harvard.edu/asets/articlePDFs/v34/.-Taley.pdf htps:/jolt.law.harvard.edu/asets/articlePDFs/v34/4.-Taley.pdf https://jolt.law.harvard.edu/assets/articlePDFs/v34/4.-Talley.pdf https://jolt.law.harvard.edu/assets/articlePDFs/v34/4.-Talley.pdf htps:/jolt.law.harvard.edu/asets/articlePDFs/v34/.-Taley.pdf COM ON Liability Design for Autonomous Vehicles and Human Vehicles A Hierarchical Theoretic Approach 118 TRANSP RES Pt C / 2020 with Xuan Di & Xu Chen Available at https://arxiv.org/abs/1911.02405 https://arxiv.org/abs/1911.02405 PLEAS Term Bias 2020 COLUMBIA BUS LAW REV 104 2020 with Michal Barzuza - Available at https://ssrn.com/abstract=3338631 htps:/srn.com/abstract=38631 featured on the Harvard Law School Forum on Corporate Governance Coronavirus Is Becoming a Majeure Headache for Pending Corporate Deals Columbia 203CP41759 Blue Sky Blog March 2020 with Julian Nyarko & Matt Jennejohn available at https://clsbluesky.law.columbia.edu/2020/03/19/coronavirus-is-becoming-a-majeure- https://clsbluesky.law.columbia.edu/2020/03/19/coronavirus-is-becoming-a-majeurecorporate A Majeure Update on COVID and MAES Columbia Blue Sky Blog April 2020 with Julian Nyarko & Matt Jennejohn available at https://clsbluesky.law.columbia.edu/ majeure Tesla SolarCity and Inherent Coercion Columbia Blue Sky Blog February 2020 with Jamie Brumberger & Anne Tucker available at https://clsbluesky.law.columbia.edu/ coercion A Computational Analysis of Constitutional Polarization 105 CORNELL L. REV 1 2019 lead article with David Pozen & Julian Nyarko available at https://ssrn.com/abstract=3351339 https://ssrn.com/abstract=3351339 ELCTRONIAY Republicans and Democrats Are Describing Two Different Constitutions THE ATLANTIC MONTHLY June 2019 with David Pozen and Julian Nyarko available at htps:/w .theatlantic.om/ideas/archive/2019/06/democrats-and-republicans-have-https://www.theatlantic.com/ideas/archive/2019/06/democrats-and-republicans-have- constitutions Informed Trading and Cybersecurity Breaches 9 HARVARD BUS L. REV 1 2019 lead FILED - article with Joshua Mitts featured at https://corpgov.law.harvard.edu/2018/01/26/ cybersecurity 2023 Oct Could US Tax Reform See Increased Offshore Investment IFC Economic Report 18 Autumn 2018 1:13 Appraising the Merger Price Appraisal Rule 34 J. LAW ECON & ORG 543 2018 with PM Albert Choi featured on Harvard's Forum on Corporate Governance and Financial - Regulation RICHLAND Appraisal Arbitrage and Shareholder Value 3 J. LAW FINANCE & ACCOUNTING 147 2018 with Scott Callahan and Darius Palia featured on the Columbia Blue Sky Blog - COM ON Appraisal Apprisal Dell v Magnetar Columbia Blue Sky Blog with Jeff Gordon 2017 available at http://clsbluesky.law.columbia.edu/2017/12/19/appraisal-apprisal-dell-vmagnetar PLEAS Law and Corporate Governance in THE HANDBOOK OF THE ECONOMICS OF CORPORATE GOVERNANCE Oxford Press Hermalin & Weisbach eds 2017 with Robert Bartlett - available at https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3009451 Finance in the Courtroom Appraising Its Growing Pains in DEL LAWYER S2017 http://www.delawarebarfoundation.org/wp-content/uploads/2017/09/DeLawSUM17- 203CP41759 FINAL.pdf Is the Future of Law a Driverless Car Assessing How or Whether the Data Analytics Revolution Will Transform Practice 174 J. INST & TH ECON 183 2018 http://www.ingentaconnect.com/content/mohr/jite/2018/00000174/00000001/art00017 Contracting Out of the Fiduciary Duty of Loyalty An Empirical Analysis of Corporate Opportunity Waivers 117 COLUMBIA L. REV 1075 2017 with Gabriel Rauterberg Opting Out ofthe Fiduciary Duty ofLoyalty Corporate Opportunity Waivers within Public Companies Harvard Law School Forum on Corporate Governance and Financial Regulation August 2016 with Gabriel V. Rauterberg available at htps:/corpgv.lawhrvad.eu/20168/2opting-outf-heiducary-dutof-lyat-htps:/corpgov.law.harvard.edu/2016/08/2/opting-out-of-the-fiduciary-duty-of-loyalty- htps:/corpgov.law.harvd.eu/2016/082/opting-out-ofthe-fiduciary-duty-ofloyalty- htps:/corpgov.law.harvard.edu/2016/08/2/opting-out-of-the-fiduciary-duty-of-loyalty- https://corpgov.law.harvard.edu/2016/08/22/opting-out-of-the-fiduciary-duty-of-loyaltycompanies Designing Corporate Bailouts 59 J. LAW & ECON 75-104 2016 with Antonio Bernardo and Ivo Welch ELCTRONIAY Corporate Inversions and the Unbundling of Regulatory Competition 101 VA L. REV 1649-1751 2015 Corporate Practice Commentator designation as author of one of the Top Ten Corporate and Securities Articles of 2016. When Fiduciary Duties and Entrepreneurial Innovation Collide AngioScore v TriReme FILED Columbia Blue Sky Blog July 13 2015 FILED - Foreword 12 J. EMPIRICAL LEGAL STUDIES 601 2015 with Anne Joseph O'Connell 2023 Presidential Introduction Empirical Legal Studies Conference Issue Oct 18 A Corporate Governance Away to Tax Inverters How tax securities regulation and corporate law unwittingly conspire to push US firms abroad and what the US might do 1:13 about it IFC ECONOMIC REPORT Spring 2015 pp 45-49 PM - On Experimentation and Real Options in Financial Regulation 43 J. LEGAL STUD S121- RICHLAND 49 2014 with Matthew Spitzer Who put the lie in LIBOR and who should take it out Civil LIBOR litigation in the US - LAW & FIN MKTS REV 145 June 2014 with Samantha Strimling COM ON Perspective Fixing the dearth of women in M Los Angeles / San Francisco Daily Journal September 18 2014 with Diane Frankle and Jennifer Muller PLEAS Social Entrepreneurship and Uncorporations 2014 U. ILL LAW REV 1867 with Jesse Finfrock 2014 - Legislation with Endogenous Preferences in HANDBOOK OF MARKET DESIGN Roth Vulkan & Neeman eds 2013 with A. Heifetz & E. Segev 203CP41759 The World's Most Important Number How a Web of Skewed Incentives Broken Hierarchies and Compliance Cultures Conspired to Undermine LIBOR 2 JASSA FINSIA JOURNAL OF APPLIED FINANCE 50 2013 with Samantha Strimling Reprinted in INTEGRITY RISK AND ACCOUNTABILITY IN Capital MarkETS : REGULATING CULTURE d J. O'Brien O'Brien ed 2013 Law Economics and the Burden ofProof in RESEARCH HANDBOOK ON THE ECONOMICS OF TORTS J. Arlen ed 2013 Left Right and Center Strategic Information Acquisition and Diversity in Judicial Panels with Matthew Spitzer 29 LAW ECON & ORG 638 2013 Perspective Traditional Skills Still Necessary No Longer Sufficient Los Angeles / San Francisco Daily Journal Wed. May 22 2013 The Measure of a MAC A Learning Protocol for Tokenizing Force Majeure Clauses in M Agreements with D. O'Kane 168 J. INST & THEOR ECON 181 2012 6 ELCTRONIAY On Uncertainty Ambiguity and Contractual Conditions 34 DEL J. CORP Law 755 2009 The Supervisory Capital Assessment Program An Appraisal with Johan Walden June FILED 2009 TARP Congressional Oversight Panel June 2009 Report to Congress Elizabeth FILED Warren Chair - 2023 Public Ownership Firm Governance and Litigation Risk 76 U. CHI L. REV 335 2009 Oct Going Private Decisions and the Sarbanes Oxley Act of 2002 A Country Analysis 18 with Ehud Kamar & Pinar Mandic 25 J. LAW ECON & ORG 107-33 2009 1:13 Corporate Practice Commentator designation as one of the Top Ten Corporate and PM Securities Articles of 2009. - RICHLAND Introduction to Experimental Law and Economics in EXPERIMENTAL LAW AND ECONOMICS Edward Elgar Publishing Ltd. 2008 with Jennifer Arlen - Hope and Despair in the Magic Kingdom In Re Disney Shareholders Litigation ICONIC COM ON CASES IN CORPORATE LAW Jonathan Macey ed 2008 with James D. Cox Investor and Industry Perspectives on Investment Advisers and Dealers RAND PLEAS Technical Report SEC 2008 with Angela A. Hung Noreen Clancy Jeff Dominitz Claude Berrebi and Farrukh Suvankulov - Design ofthe Qatar National Research Fund RAND Technical Report 209 2008 with Debra Knopman Victoria A. Greenfield Gabrielle Bloom Edward Balkovich D. J. Peterson James T. Bartis Stephen Rattien Richard Rettig Mark Y.D. Wang Michael Mattock Jihane Najjar & Martin C. Libicki 203CP41759 Experimental Law and Economics in HANDBOOK OF LAW AND ECONOMICS A. Mitchell Polinsky & Steven Shavell eds 2007 with Colin Camerer Market Design with Endogenous Preferences with Aviad Heifetz & Ella Segev 58 GAMES & ECON BEHAVIOR 121-153 2007 Cataclysmic Liability Risk Among Four Auditors 106 COLUM L. Rev. 1641 2006 On the Private Provision of Corporate Law with Gillian Hadfield 22 J. LAW ECON & ORG 414 2006 Expectations and Legal Doctrine in PARADOXES AND INCONSISTENCIES IN THE LAW 183204 O. Perez & G. Taubner eds 2006 Bargaining in the Shadow of Different Regimes with Ian Ayres in lan Ayres OPTIONAL LAW 2005 ELCTRONIAY Unregulable Defenses and the Perils ofShareholder Choice with Jennifer Arlen 152 U. PENN L. REV 577 2003 Corporate Practice Commentator designation as author of one of the Top Ten Corporate and Securities Articles of 2004. FILED Endowment Effects and Corporate Agency Relationships 31 J. LEGAL STUD 1 2002 FILED - with Jennifer Arlen and Matt Spitzer 2023Oct On the Demise of Shareholder Primacy or Murder on the James Trains Express 75 So. CAL L. REV 1211 2002 18 Securities Fraud Class Actions 70 Years Young in RAND Review 2004 at 42 1:13 PM Playing Favorites with Shareholders 75 So. CALIF L. REV 276 2002 with Stephen - Choi reprinted in 44 CORPORATE PRACTICE COMMENTATOR 235 2002 RICHLAND Law and Economics Theory of in THE OXFORD COMPANION TO AMERICAN LAW David S. Clark ed 2002 - COM ON Your Increasingly Legal Options USC LAW 45 Fall 2001 The Corporate Opportunity Doctrine in 2001 USC INSTITUTE FOR CORPORATE COUNSEL PLEAS READING MATERIALS 2001 with Mira Hashmall Disclosure Norms 149 U. PENN L. REV 1955 2001 - A Theory ofLegal Presumptions 16 L. ECON & ORG 1 2000 with Antonio Bernardo & Ivo Welch 203CP41759 Judicial Auditing 29 J. LEGAL STUD 649 2000 with Matthew Spitzer Taking the I Out of Team Intra Monitoring and the Content of FiduciaryFiduciary Duties 24 J. CORP LAW 1001 1999 Precedential Cascades An Appraisal 73 So. CAL L. REV 87 1999 Turning Servile Opportunities to Gold A Strategic Analysis of the Corporate Opportunities Doctrine 108 YALE L. J. 277 1998 Corporate Practice Commentator designation as author of one of the Top Ten Corporate and Securities Articles of 1999. Interdisciplinary Filling Game Theory and the Law 22 J. LAW & Soc INQ 1055 1997 review essay Investment Policy and Exchange Offers within Financially Distressed Firms 51 J. FINANCE 871 1996 with Antonio Bernardo ELCTRONIAY Liability Fee Shifting Rules and Settlement Mechanisms Under Incomplete Information 71 KENT L. REV 461 1995 Distinguishing Between Consensual and consensual Advantages of Liability Rules 105 YALE L. J. 235 1995 with Ian Ayres FILED FILED - Solomonic Bargaining Dividing a Legal Entitlement to Facilitate Coasean Trade 104 YALE L.J. 1027 1995 with Ian Ayres 2023 Oct Contract Renegotiation Mechanism Design and the Liquidated Damages Doctrine 46 18 STAN L. REV 1195 1994 1:13 BARGAINING UNDER INCOMPLETE INFORMATION AND THE DESIGN OF LEGAL RULES PM Doctoral Dissertation Stanford University 1999 - RICHLAND Submitted Papers Working Papers and Progress Our Misguided Faith in Corporate Voting with Ben Johnson & Jennifer Juergens 2023 - Courtroom Valuation Rulified Finance and the Promise and Perils ofMachine Learning with Andrew Baker and Jonah Gelbach 2023 COMON PLEAS Sex & Startups with Talia Gillis and Jens Frankenreiter 2023 Efficient Liability Assignment in Hub and Spoke Networks with Jiyoung Kim 2023 - COVID as a Force Majeure in Corporate Transactions with Julian Nyarko & Matt Jennejohn 203CP41759 The Utility of Finance 2017 with Shlomit Tromer Available at https://ssrn.com/abstract=2994314 https://ssrn.com/abstract=2994314 A Machine Learning Classifier for Corporate Opportunity Waivers 2016 with Gabriel Rauterberg Available at https://ssrn.com/abstract=2849491 Financial Regulation and the World's Behavior during the Credit Crisis 2013 Most Important Number LIBOR Reporting Optimal Liabilityfor Terrorism with Darius Lakdawalla 2005 Uncorporated Professionals with John Romley 2004 available for download at SSRN http://papers.ssrn.com/sol3/papers.cfm?abstract_id=587982 Equilibrium Expectations and Legal Doctrine 2005 The Impact of Regulation and Litigation on Small Business and Entrepreneurship An Overview RAND Working Paper WR 2006 with Lloyd Dixon Susan M. Gates Kanika Kapur and Seth A. Seabury ELCTRONIAY Criteria Used to Define a Small Business in Determining Thresholdsfor the Application of FILED Federal Statutes RAND Working Paper WR 2005 with Ryan Keefe and Susan - M. Gates 2023 A Defense ofShareholder Favoritism with Stephen Choi 2002 Oct 18 Incentives Investment and the Legal Protection of Trade Secrets with Gillian Lester 2001 1:13 PM Corporate Governance Executive Compensation and Securities Litigation May 2004 - with Gudrun Johnsen RICHLAND Private Information Serving Biases and Optimal Settlement Mechanisms Theory and Evidence November 2003 with Seth Seabury - COM ON Trade Secrets and Mutual Investments with Gillian Lester USC Law School Working Paper # 00-15 Georgetown Law and Economics Research Paper No. 246406 Oct. 2000 PLEAS A Note on Presumptions with Sequential Litigation USC Olin Working Paper # 99-9 with Antonio Bernardo 1999 - Property Rights Liability Rules and Coasean Bargaining Mechanisms under Incomplete Information Stanford Olin Working Paper # 108 1994 203CP41759 Funding 203CP401759 Securities and Exchange Commission Grant to study investment advisors and broker dealers RAND Corporation 2007-3 280,000 research staff task director Ewing Marion Kauffman Foundation year support grant to fund RAND Center for the Study of Small Business Regulation and Litigation 03-10 1,500,000 co John Olin Foundation year support grant to fund Caltech Program in Law and Rational Choice 02-6 300,000 PI University of Southern California year Seed Money Grant to Implement USC Center in Law Economics and Organization 00-6 800,000 co University of Southern California Zumberge Junior Fac Award 97-6 30,000 PI 10 ELCTRONIAY Endowed Presentations and Notable Addresses Commencement Address Columbia Law School Class of 2022 faculty speaker and recipient of Willis L. M. Reese Prize for Excellence in Teaching Peerless Available at https://ssrn.com/abstract=4116830 https://ssrn.com/abstract=4116830 FILED FILED - Delaware Judicial Retreat October 2020 Invited presentation on corporate law and governance before Delaware Court of Chancery and Supreme Court at annual Judicial 2023 Retreat Oct 18 Keynote Address Michigan State University Law Review symposium Lansing MI April 2020 1:13 PM Delaware Judicial Retreat October 2018 Invited presentation on corporate law and - governance before Delaware Court of Chancery and Supreme Court at annual Judicial RICHLAND Retreat Keynote Address Conference on Empirical Legal Studies East Asia CELSEA Taipei - Taiwan June 2017 COM ON Commencement Address Columbia Law School Class of 2017 faculty speaker and recipient of Willis L. M. Reese Prize for Excellence in Teaching Triumphs of PLEAS Commission available at https://ssrn.com/abstract=2970477 Ninth Annual John R. Coen Lecture University of Colorado at Boulder March 2016 - Is the Law a Driverless Car Assessing How or Whether the Data Analytics Revolution Will Transform the Legal Profession available at http://lawweb.colorado.edu/events/details.jsp?id=6629 203CP41759 Chair Installation Address Rosalinde & Arthur Gilbert Chair in Law Business and the Economy UC Berkeley School of Law April 2009 Twenty Annual Francis G. Pileggi Distinguished Lecture in Law Delaware Journal of Corporate Law Widener University October 2008 Ninth Annual Distinguished Speaker Series McGeorge Law School University of the Pacific November 2001 Common Agency in Fiduciary Law Consulting Last 5 Years Javice v JP Morgan Chase Bank Delaware Chancery Court CA 2022-1179 2023 Served as a consulting expert analyzing contractual indemnification / advancement provisions in M agreements Politan Capital Management LP v Masimo Corp. Delaware Chancery Court CA 2022NAC 2023 Served as testifying expert analyzing corporate governance and shareholder voting dynamics related to an advance bylaw of a public company 11 ELCTRONIAY Alterra America Insurance Co. et al v National Football League Supreme Court of New York New York County Index No. 652813/2012 2022 Served as consulting expert analyzing economic aspects of concussion settlement liability as between unincorporated league and member teams FILED FILED - Edison Electric Institute EEI Deliver depth lectures on economics finance and ROE estimation to based utilities regulators commissioners and staff 2020 2023 Oct Institute for Regulatory Law and Economics IRLE Deliver depth lectures on 18 economics finance and ROE estimation to based utilities regulators commissioners and staff 2008 1:13 PM Sears Holding Corporation et al v Lampert al Case No. 19-08250 RDD Bankr - S.D.N.Y. 2021-22 Served as consulting expert on corporate governance in relation to RICHLAND several spin and loan transations Rising Tide 1 LLC v Fitzsimmons et al Case # 01232 N.D. Cal 2020 - Retained as expert to render opinion as to corporate governance practices in connection COM ON with allegations of securities fraud Global Blue Group AG Acquisition by Far Point Acquisition Corp. 2020 Retained as PLEAS expert to evaluate corporate governance practices in board deliberations as to whether a Material Adverse Effect had occurred in a SPAC transaction - In Re Southern California Gas Leak Cases JCCP 4861 CA Superior Court 2019 Retained as expert to render opinion on corporate structure of utilities holding company and operating affiliates 203CP41759 Lumius Capital LLC v AmTrust Financial Services Inc. JAMS Ref No. 1425026461 2019 Served as expert in valuation issues related to lost business opportunities from a breach of / NDA circumvention contract Testified at arbitration proceeding PWP Xerion Holdings III LLC v Red Leaf Resources Inc. C.A. No. 2017-0235 2019 Served as expert in valuation issues related to alleged breach of preemptive rights and quantification of associated damages In Re Appraisal of Capital Bank Financial Corp. C.A. No. 2018-0226 2019 Served as expert in valuation issues in Delaware Appraisal action In Re Appraisal of Columbia Pipeline Group Inc. C.A. No. 12736 2019 Served as expert in valuation issues and the Efficient Capital Market Hypothesis for Delaware appraisal action Testified at Trial United States v Navistar Int'l Corp. et al CV No. 6143 USDC N.D. IL 2018 Served as expert in corporate holding company structures in environmental litigation 12 Awards and Service Willis L.M. Reese Prize for Excellence in Teaching Columbia Law School 2022 EFLCITRLONIEADY Willis L.M. Reese Prize for Excellence in Teaching Columbia Law School 2017 - Corporate Practice Commentator commendation for Ten Best Corporate and Securities Articles written in 2022 for Cleaning Corporate Governance 5/23 2023 Oct Corporate Practice Commentator commendation for Ten Best Corporate and Securities 18 Articles written in 2017 for Contracting out of the Fiduciary Duty of Loyalty An Empirical Analysis of Corporate Opportunity Waivers 5/18 1:13 PM Corporate Practice Commentator commendation for Ten Best Corporate and Securities - Articles written in 2016 for Corporate Inversions and the Unbundling of Regulatory RICHLAND Competition 5/17 Corporate Practice Commentator commendation for Ten Best Corporate and Securities - Articles written in 2009 ( for Going Private Decisions and the Sarbanes Oxley Act of 2002 COMON A Country Analysis 4/10 Corporate Practice Commentator commendation for Ten Best Corporate and Securities PLEAS Articles written in 2004 for Unregulable Defenses and the Perils ofShareholder Choice 4/05 - Corporate Practice Commentator commendation for Ten Best Corporate and Securities Articles written in 1999 for Turning Servile Opportunities to Gold A Strategic Analysis 203CP41759 ofthe Corporate Opportunities Doctrine 3/00 Board Member Ira M. Millstein Center for Global Markets and Corporate Ownership Present Executive Committee Member Present Board of Directors Society for Empirical Legal Scholars SELS 2009-2022 Immediate 203CP401759 Past Chair 2019-2022 Chair Elect 2015-2019 Immediate Past President 2014-15 President 2013-14 Vice President 2012-13 Board of Directors American Law and Economics Association Elected member threeyear term June 2016 2019 Executive Committee Data Science Institute Columbia University Present Program Committee American Law and Economics Association Annual 2017 Conference June 2016 - May 2017 University of California System Committee on Academic Personnel UCAP 20142015 13 ELCTRONIAY UC Berkeley Campus Budget and Interdepartmental Relations Committee Budget Committee 2011-2014 Chair 2013-14 ex officio 2014-2015 UC Berkeley Academic Senate Divisional Council DIVCO 2013-14 FILED UC Berkeley Academic Planning and Resource Allocation Committee CAPRA 2013- 14 2023 Legal Education Advisory Board BARBRI Inc. August 2013-15 Oct 18 Board of Directors American Law and Economics Association Elected member three- year term June 2005 2008 1:13 PM Elected Member Dean's Faculty Advisory Committee UC Berkeley School of Law 2010 - -2013 -2013 RICHLAND Chair Dean Search Committee Haas Business School UC Berkeley 2007-2008 - Member National Science Foundation Law and Social Science Grant Evaluation Panel COMON 2008 - 2010 Program Committee American Law and Economics Association Annual 2006 Conference PLEAS with D. Rubinfeld and K. Pastor November 2005 May 2006 Chair Administration and Finance Committee Elected USC Law School 2004-05 - Finance Committee University of Southern California Board of Trustees faculty 203CP41759 representative 2004-05 Representative Faculty Senate University of Southern California 2004-05 203CP401759 Board Treasurer The Growing Place Early Childhood Education Center Board of Directors profit 2004-05 Board of Directors The Growing Place Early Childhood Education Center Board of Directors profit 2002-2005 Chair Faculty Appointments Committee USC Law School 2003 Chair AALS Section in Law and Economics 2004-05 Chair AALS Section in Contracts 2007-08 Chair Faculty Handbook Committee University of Southern California 2002-03 Oversaw reorganization of faculty handbook approved by USC Faculty Senate 2004 Alfred P. Sloan Foundation Research Fellowship Georgetown Law Center 00-12 14 ELCTRONIAY Zumberge Junior Faculty Research Award USC 7/97 - 7/99 Centennial Teaching Award Stanford University 6/95 Articles Editor Stanford Law Review 1993-94 Volume 46 FILED - Outstanding Teaching Assistant Award in Economics 3/94 6/94 12/94 2023 Oct Hellman Prize for Outstanding Review Note Stanford Law Review 5/94 18 Fellow Stanford Center for Conflict and Negotiation 92-10 1:13 PM Goldsmith Award for Outstanding Paper in Dispute Resolution 4/93 - RICHLAND Hilmer Oehlmann Jr. Prize for excellence in legal research and writing 5/92 John Olin Foundation Fellowship in law and economics 4/94 6/94 6/92 - COMON Phi Beta Kappa Departmental Honors in both economics and political science University of California PLEAS San Diego Graduated Magna Cum Laude from Revelle College 12/88 - Professional Affiliations 203CP41759 Referee American Economic Review Rand Journal of Economics Journal of Law Economics & Organization Journal of Legal Studies Review of Economic Studies International Review of Law and Economics International Economic Review Journal of Law and Economics Member American Law and Economics Association Society for Empirical Legal Studies 203CP401759 Advisees Jens Frankenreiter Columbia Law School Doctoral Fellow 2018-19 Assistant Professor of Law Washington University St. Louis Julian Nyarko Columbia Law School Doctoral Fellow 2019-21 Assistant Professor of Law Stanford Law School Reilly Steel Columbia Law School JD Millstein Fellow 2017-18 Clerk to Hon Leo Strine Del 2018-19 Doctoral Candidate Princeton Political Science department 15 ELCTRONIAY Sarath Sanga UC Berkeley Economics Department PhD Yale Law School JD Professor of Law Northwestern University Law School Surajeet Chakravarty USC Economics Department PhD Associate Professor University FILED of Exeter Business School - Svetlana Pevnitskaya USC Economics Department PhD Associate Professor of Economics Florida State University 2023 Oct Kathryn Zeiler Caltech Social Science PhD / USC Law JD Professor of Law Boston 18 University 1:13 Jingfeng Lu USC Economics Department PhD Professor of Economics National PM University of Singapore Department of Economics - RICHLAND Brian Broughman UC Berkeley JSP Program PhD Professor of Law Vanderbilt university - Michael Gilbert UC Berkeley JSP Program PhD Professor of Law University of COMON Virginia Andrew Hayashi UC Berkeley JD / PhD Economics Professor of Law University of Virginia PLEAS Mira Ganor UC Berkeley JSD Candidate 2008 Professor of Law University of Texas - Personal 203CP41759 Date ofBirth 26 March 1966 Married since 1998 to Gillian Lester Dean Columbia Law School Two children Hobbies include cycling hiking classical guitar and skiing 203CP401759 16 ELCTRONIAY FILED - 2023 Appendix B Oct 18 1:13 PM - RIC-HLAND COMON PLEAS - CASE#203P41759 ELCTRONIAY Documents Reviewed e Pleadings A No. 40-01759 Tibbs et al v 3M Company et al S.C. Court of Common Pleas for the Fifth Judicial Circuit Third Complaint dated June 30 2023 FILED - o Third Defendant Anglo American PLC's Motion to Dismiss for Lack of 2023 Personal Jurisdiction dated August 14 2023 Oct 18 Third Defendant De Beers PLC's Motion to Dismiss for Lack of Personal Jurisdiction dated August 14 2023 1:13 PM Third Defendant De Beers UK Limited's Motion to Dismiss for Lack of - Personal Jurisdiction dated August 14 2023 RICHLAND Third Defendant De Beers Jewellers Limited's Motion to Dismiss for Lack of Personal Jurisdiction dated August 16 2023 - Third Defendant Anglo American Crop Nutrients USA LLC's Motion to Dismiss for Lack of Personal Jurisdiction dated August 18 2023 COMON PLEAS Third Defendant Anglo American US Holdings Motion to Dismiss for Lack of Personal Jurisdiction dated August 18 2023 - Third Defendant De Beers Jewellers US Inc.'s Motion to Dismiss for Lack of Personal Jurisdiction dated August 18 2023 203CP41759 Party Defendant Element Six Technologies OR Corp.'s Motion to Dismiss for Lack of Personal Jurisdiction dated August 18 2023 203CP401759 Third Defendant Element Six Technologies US Corporation's Motion to Dismiss for Lack of Personal Jurisdiction dated August 18 2023 Third Defendant Element Six US Corporation's Motion to Dismiss for Lack of Personal Jurisdiction dated August 18 2023 Third Defendant First Mode Holdings Inc.'s Motion to Dismiss for Lack of Personal Jurisdiction dated August 18 2023 Third Defendant Forevermark US Inc.'s Motion to Dismiss for Lack of Personal Jurisdiction dated August 18 2023 Third Defendant Lightbox Jewelry Inc.'s Motion to Dismiss for Lack of Personal Jurisdiction dated August 18 2023 ELCTRONIAY Third Defendant Arranco US LLC's Motion to Dismiss for Lack of Personal Jurisdiction & for Stay of Discovery dated August 14 2023 Third Defendant Hawk Bidco US Inc.'s Motion to Dismiss for Lack of Personal Jurisdiction & for Stay of Discovery dated August 21 2023 FILED - Third Defendant Sparrows Offshore LLC's Motion to Dismiss for Lack of Personal Jurisdiction & for Stay of Discovery dated August 21 2023 2023 Oct Third Defendant Arranco US LLC Hawk Bidco US Inc. & Sparrows 18 Offshore LLC's Motion to Dissolve the Cape PLC Receivership dated August 21 2023 1:13 PM Party Defendant Altrad Investment Authority SAS's Motion to Dismiss - Third Complaint for Lack of Personal Jurisdiction and for Stay of RICHLAND Discovery dated September 1 2023 Third Defendant Central Mining & Investment Corporation's Motion to - Dismiss Third Complaint dated September 1 2023 COM ON Third Defendant Charter Consolidated Ltd.'s Motion to Dismiss Third Party Complaint dated September 1 2023 PLEAS Third Defendant ESAB Corporation's Motion to Dismiss Party Complaint dated September 1 2023 - Third Defendant Mohed Altrad's Motion to Dismiss Third Complaint 203CP41759 for Lack of Personal Jurisdiction and for Stay of Discovery dated September 1 2023 Third Defendants Mohed Altrad & Altrad Investment Authority SAS's 203CP401759 Motion to Dismiss Pursuant to Rules 12 and 12 and Alternative Motion for More Definite Statement and to Strike or Sever Pursuant to Rules 12 and 14 dated September , 2023 Third Defendants Mohed Altrad & Altrad Investment Authority SAS's Motion to Dissolve the Cape PLC Receivership dated September 1 2023 Party Defendants Arranco US LLC Hawk Bidco US Inc. and Sparrows Offshore LLC's Motion for Protective Order and to Dissolve Receivership dated September 5 2023 Third Defendant De Beers Consolidated Mines Ltd.'s Motion to Dismiss for Lack of Personal Jurisdiction dated September 6 2023 ELCTRONIAY Party Defendant De Beers Centenary AG's Motion to Dismiss for Lack of Personal Jurisdiction dated September 11 2023 Party Defendant Anglo American Crop Nutrients USA LLC's Motion for Stay of Discovery and Protective Order dated September 15 2023 FILED - Party Defendant Anglo American US Holdings Inc.'s Motion for Stay of Discovery and Protective Order dated September 15 2023 2023 Oct Party Defendant Anglo American PLC's Motion for Stay of Discovery and Protective Order dated September 15 2023 18 1:13 Third Defendant De Beers Jewellers Ltd.'s Motion for Stay of Discovery PM and Protective Order dated September 15 2023 - RICHLAND Party Defendant De Beers Jewellers US Inc.'s Motion for Stay of Discovery and Protective Order dated September 15 2023 - Third Defendant De Beers PLC's Motion for Stay of Discovery and COM ON Protective Order dated September 15 2023 Party Defendant Element Six Technologies OR Corp.'s Motion for Stay PLEAS of Discovery and Protective Order dated September 15 2023 Party Defendant Element Six Technologies US Corporation's Motion for - Stay of Discovery and Protective Order dated September 15 2023 203CP41759 Party Defendant Element Six US Corporation's Motion for Stay of Discovery and Protective Order dated September 15 2023 Third Defendant First Mode Holdings Inc.'s Motion for Stay of Discovery and Protective Order dated September 15 2023 203CP401759 Party Defendant Forevermark US Inc.'s Motion for Stay of Discovery and Protective Order dated September 15 2023 Party Defendant Lightbox Jewelry Inc.'s Motion for Stay of Discovery and Protective Order dated September 15 2023 Third Defendants Mohed Altrad & Altrad Investment Authority SAS's Motion for Protective Order and to Dissolve Receivers dated September 20 2023 Third Defendant Platinum Guild International USA Jewelry Inc.'s Motion to Dismiss for Lack of Personal Jurisdiction dated October 6 2012 ELCTRONIAY Other Authorities Joseph K. Angell & Samuel Ames A Treatise on the Law of Private Corporations Aggregate 349 Reprint New York Arno Press 1832 1972 FILED Antonio Bernardo & Eric Talley Investment Policy and Exchange Offers - Within Financially Distressed Firms The Journal of Finance 1996 2023 Phillip I. Blumberg The Law Of Corporate Groups Tort Contract And Other Oct Common Law Problems In The Substantive Law Of Parent And Subsidiary 18 Corporations 6.01 1987 1:13 Che K & Spier K Strategic Judgment Proofing RAND J. Econ 39 2008 PM - Comprehensive Apartheid Act of 1986 Pub L. No. 99-440 310 100 Stat RICHLAND 1086 Hodge Lee C. & Sachs Andrew B. Piercing the Mist Bringing the Thompson - Study into the 1990s 43 Wake Forest L. Rev. 341 2008 Herbert Hovenkamp Enterprise and American Law 1836-1937 1991 COMON PLEAS Rustam Ibragimov Dwight Jaffee & Johan Walden Nondiversification Traps in Catastrophe Insurance Markets 22 REV FIN STUD 959 2009 - Ivo Welch Corporate Finance 109 4th ed 2017 Phillip I. Blumberg Limited Liability and Corporate Groups 11 J. Corp. L. 573 1986 203CP41759 M. Jensen & W. Meckling Theory ofthe firm managerial behavior agency costs and ownership structure 3 Journal of Financial Economics 1976 Henry Manne Our Two Corporation Systems Law and Economics 53 Va L. Rev. 259 1967 203CP401759 John H. Matheson Why Courts Pierce An Empirical Study of Piercing the Corporate Veil 7 Berkeley Bus L.J. 1 2010 Mirjam van Praag Gerrit de Wit and Niels Bosma Initial Capital Constraints Hinder Entrepreneurial Venture Performance The Journal of Private Equity Winter 2005 Vol 9 No. 1 Winter 2005 Oh P. Piercing 89 Tex L. Rev. 81 2010 Richard A. Posner The Rights of Creditors of Affiliated Corporations 43 U. Chi L. Rev. 499 1976 Steven Shavell Minimum Asset Requirements and Compulsory Liability Insurance as Solutions to the Judgment Problem RAND Journal of Economics Vol 36 2005 ELCTRONIAY Steven Shavell The Judgment ProofProblem International Review ofLaw and FILED Economics Vol 6 1986 - John A. Swain & Edwin E. Aguilar Piercing the Veil to Assert Personal 2023 Jurisdiction over Corporate Affiliates An Empirical Study of the Cannon Oct Doctrine 84 B.U. L. REV 445 2004 18 Thompson R. Piercing the Corporate Veil An Empirical Study 76 Cornell L. 1:13 Rev. 1036 1991 PM - Jean Tirole The Theory of Corporate Finance Princeton Press 2006 RICHLAND Lawrence A. Weiss Karen H. Wruck Information problems conflicts of interest and asset stripping Chapter 11's failure in the case of Eastern Airlines Journal of - Financial Economics 48 1998 COMON PLEAS - 203CP41759203CP401759