 |
 |
to fill out a simple form to connect to Personal Injury Lawyers in your area.
|
|
|
|
|
American Home Products Corp. v. Tracy3/27/2003
(REGULAR CALENDAR)
DECISION
. Appellant American Home Products Corporation, n.k.a. Wyeth ("AHP"), appeals from a decision of the Ohio Board of Tax Appeals ("BTA"), which sustained a determination by appellee Roger W. Tracy, the Ohio Tax Commissioner, denying part of a corporate franchise tax refund claimed by one of AHP's subsidiaries, A.H. Robins Company, Inc. ("Robins II"). Robins II is the successor pursuant to bankruptcy reorganization proceedings to the original A.H. Robins Company, hereinafter referred to as "Robins I." The partial denial of the refund sought by AHP and its subsidiaries was based on a denial by the commissioner of a carry-forward net operating loss ("NOL") for the last year of business for Robins I.
. Robins II was incorporated as a wholly owned subsidiary of AHP for the purpose of undertaking the acquisition by AHP of the assets of Robins I, a manufacturer of prescription drugs and over-the-counter medications. Robins I, which was apparently an otherwise successful ongoing concern, was forced to seek reorganization under Chapter 11 of the United States Bankruptcy Code because of thousands of product liability lawsuits arising from its manufacture and distribution of an intrauterine birth control device known as the Dalkon Shield. The petition for bankruptcy was filed in 1985 in the United States Bankruptcy Court for the Eastern District of Virginia, Richmond Division. Because of the multiplicity of issues engendered by the Dalkon Shield tort litigation, the district court retained its original jurisdiction, and the matter was heard before a district court judge and bankruptcy judge concurrently. Three years after the petition was filed, the court approved the sixth and final proposed reorganization plan. In re A.H. Robins (E.D.Va. 1988), 88 B.R. 742, affirmed sub nom. Menard-Sanford v. Mabey (C.A.4, 1989), 880 F.2d 694, certiorari denied, and Menard-Sanford v. A.H. Robins (1989), 493 U.S. 959, 110 S.Ct. 376. The principal aspect of this plan was to create a claimants' trust that would be used to pay the product liability claims in the Dalkon Shield litigation. The other ongoing businesses of Robins I were acquired by AHP through Robins II, by means of a merger of the two companies. The acquisition price included stock and a large cash payment that was used partially to fund the claimants' trust. With the exchange of stock on the effective date of merger of December 15, 1989, Robins I ceased to exist and Robins II carried on the surviving aspects of the business, free from further liability for the Dalkon Shield claims.
. The order entered by the bankruptcy court approving the reorganization plan provided that all assets of Robins I would be transferred to Robins II. It did not specifically mention NOL's as assets to which Robins II would succeed, although the bankruptcy court in later proceedings indicated that the property transferred to Robins II would include "such rights to use and benefit from the NOL as Robins I would have had." In re A.H Robins Co. (E.D.Va. 1999), 235 B.R. 406, 408. None of the orders entered by the bankruptcy court identified the years or specified the amounts of such NOL's to which Robins II would succeed.
. For purposes of the present case, it is important to note that the state of Ohio, as a creditor of Robins I, was fully notified of the proceedings in the bankruptcy court and given the opportunity to participate in hearings and bring objections to the reorganization plan ultimately adopted. The record reflects that the state filed no objections to the plan and did not join in subsequent appeals from the bankruptcy court's order brought by various other parties to the proceedings.
Page 1 2 3 4 5 6 7 Ohio Personal Injury Attorneys
Personal Injury Lawyers
|
| |
to fill out a simple form to connect to Personal Injury Lawyers in your area.
|
|