Floor Packet Page No. 574                                                   

	
Amend CSHB 4 on page 46, line 13, by striking ARTICLE 9 and 
substituting a new ARTICLE 9 to read as follows:

ARTICLE 9.  LIMITATIONS IN CIVIL ACTIONS OF LIABILITIES RELATING TO 
CERTAIN MERGERS OR CONSOLIDATIONS
	SECTION 9.01.  Title 6, Civil Practice and Remedies Code, is 
amended by adding Chapter 149 to read as follows:

CHAPTER 149.  LIMITATIONS IN CIVIL ACTIONS OF LIABILITIES RELATING 
TO CERTAIN MERGERS OR CONSOLIDATIONS
	Sec. 149.001.  DEFINITIONS.  In this chapter:                           
		(1)  "Asbestos claim" means any 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:
			(A)  property damage caused by the installation, 
presence, or removal of asbestos;
			(B)  the health effects of exposure to asbestos, 
including any claim for:
				(i)  personal injury or death;                                       
				(ii)  mental or emotional injury;                                    
				(iii)  risk of disease or other injury; or                           
				(iv)  the costs of medical monitoring or 
surveillance; and         
			(C)  any claim made by or on behalf of any person 
exposed to asbestos or any representative, spouse, parent, child, 
or other relative of the person.
		(2)  "Corporation" means a corporation for profit, 
including:        
			(A)  a domestic business corporation organized 
under the laws of this state; or
			(B)  a foreign corporation organized under laws 
other than the laws of this state that has a certificate of 
authority to transact business in this state or is doing business in 
this state.
		(3)  "Successor asbestos-related liabilities" means 
any 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 that 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.  The term includes liabilities that, after the time 
of the merger or consolidation for which the fair market value of 
total assets is determined under Section 149.004, were or are paid 
or otherwise discharged, or committed to be paid or otherwise 
discharged, by or on behalf 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.
		(4)  "Transferor" means a corporation from which 
successor asbestos-related liabilities are assumed or incurred.
	Sec. 149.002.  APPLICABILITY.  (a)  The limitation in 
Section 149.003 applies to a merger or consolidation effected under 
the laws of this state or another jurisdiction.
	(b)  The limitation in Section 149.003 does not apply to:               
		(1)  workers' compensation benefits paid by or on 
behalf of an employer to an employee under the Texas Workers' 
Compensation Act, Subtitle A, Title 5, Labor Code, or comparable 
workers' compensation law of another jurisdiction;
		(2)  any claim against a corporation that does not 
constitute a successor asbestos-related liability;
		(3)  an insurance corporation, as that term is used in 
the  Insurance Code; or
		(4)  any obligations under the National Labor Relations 
Act (29 U.S.C. Section 151 et seq.), as amended, or under any 
collective bargaining agreement.
	Sec. 149.003.  LIMITATION ON SUCCESSOR ASBESTOS-RELATED 
LIABILITIES.  (a)  Except as provided by Subsection (b), the 
cumulative successor asbestos-related liabilities of a corporation 
are limited to the fair market value of the total assets of the 
transferor determined as of the time of the merger or 
consolidation.  The corporation does not have any responsibility 
for successor asbestos-related liabilities in excess of this 
limitation.
	(b)  If the transferor had assumed or incurred successor 
asbestos-related liabilities in connection with a prior merger or 
consolidation with a prior transferor, the cumulative successor 
asbestos-related liabilities of a corporation are limited to the 
fair market value of the total assets of the prior transferor, 
determined as of the time of the earlier merger or consolidation.
	Sec. 149.004.  ESTABLISHING FAIR MARKET VALUE OF TOTAL 
ASSETS.  (a)  A corporation may establish the fair market value of 
total assets for the purpose of the limitation under Section 
149.003 through any method reasonable under the circumstances, 
including:
		(1)  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
		(2)  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.
	(b)  Total assets include intangible assets.                            
	(c)  A showing by the corporation of a reasonable 
determination of the fair market value of total assets is prima 
facie evidence of their fair market value.
	Sec. 149.005.  CONTESTING FAIR MARKET VALUE.  After a 
corporation has established a reasonable determination of the fair 
market value of total assets under Section 149.004, a claimant 
disputing that determination has the burden of establishing a 
different fair market value of the assets.
	Sec. 149.006.  ADJUSTMENT.  (a)  The fair market value of 
total assets at the time of a merger or consolidation increases 
annually at a rate equal to the sum of:
		(1)  the prime rate as listed in the first edition of 
the Wall Street Journal published for each calendar year since the 
merger or consolidation; and
		(2)  one percent.                                                      
	(b)  The rate in Subsection (a) is not compounded.                      
	(c)  The adjustment of fair market value of total assets 
continues as provided under Subsection (a) until the date the 
adjusted value is exceeded by the cumulative amounts of successor 
asbestos-related liabilities paid or committed to be paid by or on 
behalf of the corporation, or by or on behalf of a transferor, after 
the time of the merger or consolidation for which the fair market 
value of total assets is determined.
	Sec. 149.007.  SCOPE OF CHAPTER.  The courts in this state 
shall apply, to the fullest extent permissible under the United 
States Constitution, this state's substantive law, including the 
limitation under this chapter, to the issue of successor 
asbestos-related liabilities.
	SECTION 9.02.  Chapter 149, Civil Practice and Remedies Code, 
as added by this article, applies to all asbestos claims, including 
existing asbestos claims, and all litigation, including existing 
litigation, in the courts of this state, without regard to whether a 
suit was commenced before, on, or after the effective date of this 
article.