An Act To Limit Liability for Certain Successor Corporations under Specific Circumstances
Maine Legislature, Session 127, LD 1181
Committee: Judiciary
Sponsors: MARTIN, HASKELL, GUERIN, O'CONNOR, STANLEY, WARD, SAVIELLO

Legislative Document 
No. 1181 
H.P. 814 
House of Representatives, April 1, 2015 
An Act To Limit Liability for Certain Successor Corporations under 
Specific Circumstances 
Reference to the Committee on Judiciary suggested and ordered printed. 
ROBERT B. HUNT 
Clerk 
Presented by Representative MARTIN of Eagle Lake. 
Cosponsored by Senator HASKELL of Cumberland and 
Representatives: GUERIN of Glenburn, O'CONNOR of Berwick, STANLEY of Medway, 
WARD of Dedham, Senator: SAVIELLO of Franklin. 
Be it enacted by the People of the State of Maine as follows: 
Sec. 1.  14 MRSA c. 8 is enacted to read: 
CHAPTER 8 
SUCCESSOR ASBESTOS-RELATED LIABILITY 
§191.  Definitions 
As used in this chapter, unless the context otherwise indicates, the following terms 
have the following meanings. 
1.  Asbestos claim.  "Asbestos claim" means a claim, wherever or whenever made, 
for damages, losses, indemnification, contribution or other relief arising out of, based on 
or in any way related to asbestos, including any of the following: 
A.  A claim related to the health effects of exposure to asbestos, including a claim for 
personal injury or death, mental or emotional injury, risk of disease or other injury or 
the costs of medical monitoring or surveillance; 
B.  A claim made by or on behalf of a person exposed to asbestos or a representative, 
spouse, parent, child or other relative of the person; or 
C.  A claim for damage or loss caused by the installation, presence or removal of 
asbestos. 
2.  Corporation.  "Corporation" means a corporation established under either 
domestic or foreign charter and includes a corporate subsidiary and a business entity in 
which a corporation participates or is a stockholder, a partner or a participant in a joint 
venture. 
3.  Successor.  "Successor" means a corporation that assumes or incurs or has 
assumed or has incurred successor asbestos-related liabilities through operation of law, 
including but not limited to a merger or consolidation or plan of merger or consolidation 
related to a consolidation or merger or by appointment as administrator or as trustee in 
bankruptcy, debtor in possession, liquidation or receivership and that became a successor 
before January 1, 1972.  "Successor" includes any of that successor corporation's 
successors. 
4.  Successor asbestos-related liability.  "Successor asbestos-related liability" means 
liabilities, whether known or unknown, asserted or unasserted, absolute or contingent, 
accrued or unaccrued, liquidated or unliquidated or due or to become due, that are related 
in any way to asbestos claims and 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.  "Successor asbestos-related 
liability" includes liabilities that, after the time of the merger or consolidation for which 
the fair market value of total gross assets is determined under section 194, were or are 
paid or otherwise discharged or committed to be paid or otherwise discharged, by or on 
behalf of the corporation or by a successor of the corporation or by or on behalf of a 
transferor, in connection with settlements, judgments or other discharges in this State or 
another jurisdiction. 
5.  Transferor.  "Transferor" means a corporation from which successor asbestos-
related liabilities are or were assumed or incurred. 
§192.  Applicability 
The limitations in section 193 apply to a successor but do not apply to the following: 
1.  Workers’ compensation benefits.  Workers’ compensation benefits paid by or on 
behalf of an employer to an employee under the provisions of Title 39-A or a comparable 
workers’ compensation law of another jurisdiction; 
2.  Unrelated claim.  A claim against a corporation that does not constitute a 
successor asbestos-related liability; 
3.  National Labor Relations Act obligation; collective bargaining.  An obligation 
under the National Labor Relations Act, 29 United States Code, Section 151, et seq., as 
amended, or under a collective bargaining agreement; or 
4.  Asbestos business.  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. 
§193.  Limitation on successor asbestos-related liability 
1.  Fair market value.  Except as further limited in subsection 2, the cumulative 
successor asbestos-related liabilities of a successor 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 does not have responsibility for successor asbestos-related 
liabilities in excess of this limitation. 
2.  Prior merger or consolidation.  If a transferor has 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 must be substituted for the limitation set 
forth in subsection 1 for purposes of determining the limitation of liability of a successor. 
§194.  Establishing fair market value of total gross assets 
1.  Method.  A successor may establish the fair market value of total gross assets for 
the purpose of the limitations under section 193 through any method reasonable under the 
circumstances, including: 
A.  By reference to the going concern value of the assets or to the purchase price 
attributable to or paid for the assets in an arm's length transaction; or 
B.  In the absence of other readily available information from which fair market value 
can be determined, by reference to the value of the assets recorded on a balance sheet. 
For purposes of this subsection, "total gross assets" includes intangible assets. 
2.  Applicable liability insurance.  To the extent total gross assets include applicable 
liability insurance that was issued to the transferor whose assets are being valued for 
purposes of this section, the applicability, terms, conditions and limits of that insurance 
are not affected by this chapter.  This chapter does not otherwise affect the rights and 
obligations of an insurer, transferor or successor under an insurance contract or any 
related agreements, including, without limitation, preenactment settlements resolving 
coverage-related disputes, or the rights of an insurer to seek payment for applicable 
deductibles, retrospective premiums or self-insured retentions or to seek contribution for 
uninsured or self-insured periods or periods when insurance is uncollectible or otherwise 
unavailable.  To the extent total gross assets include liability insurance, a settlement of a 
dispute concerning the liability insurance coverage entered into by a transferor or 
successor with the insurers of the transferor before the effective date of this chapter is 
determinative of the total coverage of the liability insurance to be included in the 
calculation of the transferor’s total gross assets. 
§195.  Adjustment 
1.  Increase.  Except as provided in subsections 2, 3 and 4, for the purposes of this 
chapter, the fair market value of total gross assets at the time of a merger or consolidation 
increases annually at a rate equal to the sum of: 
A.  The prime rate published in the first edition of the Wall Street Journal published 
in each calendar year; and 
B.  One percent. 
2.  Not compounded.  The rate in subsection 1 is not compounded. 
3.  Termination of adjustment.  The adjustment of fair market value of total gross 
assets continues as provided under subsection 1 until the date the adjusted value is first 
exceeded by the cumulative amounts of successor asbestos-related liabilities paid or 
committed to be paid by or on behalf of the successor or a predecessor or by or on behalf 
of a transferor after the time of the merger or consolidation for which the fair market 
value of total gross assets is determined. 
4.  No adjustment of liability insurance.  No adjustment of the fair market value of 
total gross assets pursuant to this section may be applied to any liability insurance 
otherwise included in total gross assets under section 194, subsection 2. 
§196.  Application 
This chapter applies to all asbestos claims filed against a successor on or after the 
effective date of this chapter. 
SUMMARY 
This bill limits the liability of successor corporations that, before the dangers of 
asbestos were known publicly in 1972, acquired or merged with a predecessor 
corporation that engaged in asbestos-related activities.  Liability is capped at the value of 
the predecessor corporation at the time of merger adjusted for inflation, but only for 
successor corporations that did not continue in the business of mining, selling, 
distributing, manufacturing, removing or installing asbestos-containing products.