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Rudiger

Certifiably Surly
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Everything posted by Rudiger

  1. Car was white.
  2. No, you’re thinking of a Kyler Murray.
  3. I’m using market value to mean market capitalization, but we could substitute book value and the point would remain the same.
  4. Almost certainly. It would be a fraudulent transfer because it was undertaken with the purpose of delaying, hindering, or defrauding a creditor, and probably because the assignor did not receive reasonably equivalent value in return.
  5. Not familiar with the “quato” term—I’m used to good-co/bad-co or old-co/new-co. The starting point of the fraudulent transfer question is the Texas Business Organizations Code, which expressly states that a merger doesn’t result in a transfer or assignment having occurred. Conceivably, that pervades the analysis under the Texas Uniform Fraudulent Transfer Act and the provisions of the Bankruptcy Code that relate to fraudulent transfer. But because of the Supremacy Clause, maybe not. Ultimately, it’s complicated, and a question that won’t be addressed for years and years if ever (there’s an interesting side note about why creditors don’t get to raise that issue during the bankruptcy proceeding, and why LTL “merged” in Texas then reincorporated immediately in North Carolina). By the time that legal question gets reached, many of the claimants will have died from cancer, so it puts pressure on claimants to reach a resolution within the LTL bankruptcy, even if it’s a shitty one.
  6. Here's the deal. If J&J filed a Chapter 11, the talc claimants could reject any plan that gave them less than they would get if the company were liquidated under Chapter 7 (since you've represented individuals in bankruptcy, I'm sure you're familiar with the requires for a cramdown). If the market value of J&J is $400B, or even half that, or even one-tenth of that, the market value number has already accounted for secured debt that would have priority over the talc claimants in a bankruptcy. Currently, unsecured claims against J&J are probably negligible compared with the talc claimants' claims, so ultimately a J&J Chapter 11 plan could be voted down if enough of the talc claimants didn't like the amount they were allocated. The divisive merger process takes this off the table and allows J&J to dictate the terms of the settlement. J&J gave LTL an amount of money and all the talc-related liabilities, and theoretically, that's all that will ever be available to pay the talc claimants. And talc claimants can have the plan crammed down over their objection (voting to reject the plan would have no effect), because they will receive at least as much as they would receive if LTL were liquidated under Chapter 7. So the bottom line is the Texas Two-Step allows companies to settle cases by fiat. J&J has literally said "we're settling all these cases for this much. The end." Imagine a divorce proceeding where the other side said "I don't trust a jury to be fair, so I'm giving you this much, and you get to see the kids twice a year--once on this day and once on this day.--and there's nothing you can do about it."
  7. Yo-Yo Straw
  8. Whelp, looks like I’d get you struck for cause.
  9. Check and mate.
  10. And all the clams you can eat.
  11. It's amazing how few calories 1500 is in actual food.
  12. Woof.
  13. Rudiger

    Gym Pet Peeves

    He’s probably posting on some other forum about how this weirdo at the gym gave him a pair of shorts.
  14. Given his history of sticking with things and handling adversity, how could he not succeed?
  15. Peninsula Papagayo.
  16. I just got my paso de salud by uploading my vaccination card with no insurance required.
  17. I see he inherited that doughiness gene.
  18. Classic fencing response there.
  19. Looks shopped.
  20. Half the teams’ rosters aren’t playing because they’re transferring or opted out. Definitely changes the matchups.
  21. And there it is.
  22. Came here to post this.
  23. Nice “Fuck” by the mongoloid Cincinnati fan.
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