In re LTL Management, LLC

64 F.4th 84 (2023)

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In re LTL Management, LLC

United States Court of Appeals for the Third Circuit
64 F.4th 84 (2023)

SC

Facts

Johnson & Johnson Consumer Inc. (Old Consumer) was a subsidiary of Johnson & Johnson, Inc. (J&J). Old Consumer was estimated to be worth $61.5 billion, but Old Consumer and J&J faced more than 38,000 claims that certain of their talc products were carcinogens. To resolve the talc-related claims, Old Consumer was dissolved and replaced by LTL Management LLC (LTL) (debtor) and Johnson & Johnson Consumer Inc. (New Consumer). LTL received Old Consumer’s talc-related liabilities plus certain assets, including Old Consumer’s rights under a funding agreement, giving LTL funding rights from New Consumer and J&J. The agreement gave LTL the right to render New Consumer and J&J jointly and severally liable for the talc-related claims. New Consumer received the profitable business assets previously held by Old Consumer. J&J stated that the purpose of the reorganization was to isolate the talc-related liabilities in LTL. Two days after forming, LTL filed a Chapter 11 bankruptcy petition. The Official Committee of Talc Claimants (committee) filed a motion to dismiss the bankruptcy petition on the ground that it was not filed in good faith. The bankruptcy court denied the motion. The committee appealed.

Rule of Law

Issue

Holding and Reasoning (Ambro, J.)

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