 |
 |
to fill out a simple form to connect to Personal Injury Lawyers in your area.
|
|
|
|
|
Fisher v. Allis-Chalmers Corporation Product Liability Trust2/4/2002
of successor in interest liability recognized under California case law.
A. Facts
Siemens's existence as a corporation began on July 14, 1972, when it was incorporated under the laws of the State of Delaware with the name "Allis-Chalmers Electric, Inc." This corporation was used by Allis-Chalmers and Siemens Aktiengesellschaft, a German corporation, as the business entity for their joint venture to manufacture and sell certain electrical products in the United States. The joint venture apparently took form in 1977 when the corporation's name was changed to "Siemens-Allis, Inc." and a "Shareholder Agreement between Allis- Chalmers Corporation and Siemens Aktiengesellschaft establishing Siemens-Allis, Inc." dated July 10, 1977 (Shareholder Agreement), was signed. The management and ownership of the joint venture was controlled in part by provisions of the Shareholder Agreement concerning corporate governance (article 9) and restrictions on transfers of the stock (article 10). Siemens Aktiengesellschaft and Allis-Chalmers became the only two holders of common stock of Siemen-Allis, Inc.
The joint venture acquired a business when assets of the Allis- Chalmers Electrical Products Group (EPG) were transferred from Allis-Chalmers to Siemen-Allis, Inc. in accordance with a "Transfer Agreement" effective as of January 1, 1978, between Allis-Chalmers and Siemens (Transfer Agreement). As consideration, Allis-Chalmers received 80 shares of common stock of Siemens-Allis, Inc. Siemens Aktiengesellschaft received the right to acquire 20 shares of common stock of Siemens-Allis, Inc. in exchange for cash. Wendell F. Bueche, Executive Vice President of the Electrical Group of Allis-Chalmers, was asked to become president of the joint venture corporation.
The Transfer Agreement also addressed the extent to which Siemens assumed responsibility for product liability claims arising out of the conduct of the business of the EPG. Specifically, the provisions of subparagraph 2.01C of the Transfer Agreement stated that Siemens shall "assume ... any and all claims ... or liabilities of any kind or nature now in existence or hereafter arising from or relating to the conduct of the business of the Electrical Products Group by ALLIS-CHALMERS or its Subsidiaries including but not limited to (i) ...; (ii) ...; (iii) ... and (iv) ...." (Italics added.) Subparagraph 2.01C also contained a proviso stating Siemens "will not be responsible for" specific types of claims or circumstances described in clauses (a) through (d).
In January 1986, after the joint venture had operated approximately eight years, a Siemens Aktiengesellschaft entity purchased Allis- Chalmers's ownership interest in the joint venture corporation. (Fireman's Fund Insurance Companies v. Siemens Energy & Automation, Inc. (S.D.N.Y. 1996) 948 F.Supp. 1227, 1229, fn. 3 [relying on a deposition of Linda Feuss] (FFIC and Allis v. Siemens).) On January 31, 1986, the name of the joint venture corporation was changed from "Siemens-Allis, Inc." to "Siemens Energy & Automation, Inc." This purchase of the stock owned by Allis-Chalmers occurred about 17 months before Allis-Chalmers and 17 affiliated entities filed for chapter 11 bankruptcy on June 29, 1987. The record on appeal does not reflect the economic impact on Allis-Chalmers of the transfer of the assets of the EPG. Defendants have not shown what consideration Allis-Chalmers received for the stock or the amount of cash generated by the joint venture and paid to Allis- Chalmers from the date of transfer of the assets until the sale of its ownership interest in 1986.
After Allis-Chalmers's bankruptcy filing, the "First Amended and Restated Plan of Reorganizat
Page 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 California Personal Injury Attorneys
Personal Injury Lawyers
|
| |
to fill out a simple form to connect to Personal Injury Lawyers in your area.
|
|