>> Can Adcon be isolated, creating a little "sue me!" pocket in the company that leaves 2331 and anti-properdin running free? <<
What if everything but ADCON-L were sold out of the company, leaving Gliatech with nothing else, and still responsible for everything that happened before the date of the sale?
John,
J.D. has it right. If GLIA were to sell everything but Adcon-L (for cash now, for cash now plus milestones and royalties, or whatever), the proceeds of the sales would go to GLIA and be subject to the claims of GLIA's creditors, including the claims in the class action and other lawsuits (to the extent that insurance doesn't cover defense costs and settlement/judgment costs). Assuming the lawsuits reduce or deplete those assets, the GLIA stockholders are out of luck. The purchasers of Adcon-P, 2331, anti-properdin, etc. might do well financially with them, but not the GLIA stockholders.
Without some agreement otherwise or a bankruptcy court plan, I don't see a way to get the liability off GLIA. You can't unilaterally say, only X of my assets are available to pay my debts, and not Y and Z.
There might even be a challenge, later, to some such sales, under the "fraudulent conveyance" rules, which in general prohibit transfers of assets for less than a fair consideration while the transferor is in financial trouble (giving away assets or selling them too cheap, to the detriment of creditors). You can't stiff your creditors by giving your assets to your wife, your cousin, etc. -- that's the gist of creditor-protection law.
Such a challenge might arise if one of the sold products ended up with significant sales, and someone with hindsight claimed GLIA (i.e., its creditors) had not gotten paid enough for the transferred product. The rules are general enough that someone could at least litigate this.
--RCM |
