A. Except as provided in subsection B of this section, the cumulative successor asbestos-related liabilities of a successor corporation are limited to the fair market value of the total gross assets of the transferor determined as of the time of the merger or consolidation. The successor corporation does not have responsibility for successor asbestos-related liabilities in excess of this limitation.

Terms Used In Arizona Laws 12-559.01

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Corporation: means a corporation for profit, including a domestic corporation organized under the laws of this state or a foreign corporation organized under laws other than the laws of this state. See Arizona Laws 12-559
  • Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Successor: means a corporation that assumes or incurs or has assumed or incurred successor asbestos-related liabilities, that is a successor and that became a successor before January 1, 1972 or is any of that successor corporation's successors. See Arizona Laws 12-559
  • Successor asbestos-related liabilities: means any liabilities, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or nonaccrued, liquidated or nonliquidated or due or to become due, that are related in any way to asbestos claims and that were assumed or incurred by a corporation as a result of or in connection with a merger or consolidation, or the plan of merger or consolidation related to the merger or consolidation with or into another corporation, or that are related in any way to asbestos claims based on the exercise of control or the ownership of stock of the corporation before the merger or consolidation. See Arizona Laws 12-559
  • Transferor: means a corporation from which successor asbestos-related liabilities are or were assumed or incurred. See Arizona Laws 12-559

B. If the transferor assumed or incurred successor asbestos-related liabilities in connection with a prior merger or consolidation with a prior transferor, the fair market value of the total assets of the prior transferor determined as of the time of the earlier merger or consolidation shall be substituted for the limitation under subsection A of this section to determine the limitation of liability of a successor corporation.

C. This section does not apply to any of the following:

1. Workers’ compensation benefits paid by or on behalf of an employer to an employee pursuant to Title 23, Chapter 6 or a comparable workers’ compensation law of another jurisdiction.

2. Any claim against a corporation that does not constitute a successor asbestos-related liability.

3. Any obligation under the national labor relations act or under any collective bargaining agreement.

4. A successor that, after a merger or consolidation, continued in the business of mining asbestos or in the business of selling or distributing asbestos fibers or in the business of manufacturing, distributing, removing or installing asbestos-containing products that were the same or substantially the same as those products previously manufactured, distributed, removed or installed by the transferor.

 

  Previous section
Next section  
 Article 4 Contents