Not So Fast: The Sealed Air Asbestos Settlement and Methods of Risk Management in the Acquisition of Companies with Asbestos Liabilities
![handle is hein.journals/nyuev11 and id is 634 raw text is: NOT SO FAST: THE SEALED AIR
ASBESTOS SETTLEMENT AND METHODS
OF RISK MANAGEMENT IN THE
ACQUISITION OF COMPANIES WITH
ASBESTOS LIABILITIES
KENNETH S. RIVLIN* & JAMAICA D. POTTS**
INTRODUCTION
In March 1998, when technology stocks were a hot pick and
Enron was just an energy company, Sealed Air Corporation
acquired Cryovac, a specialty-packaging division of W.R. Grace &
Co. (Grace), for $4.9 billion.' With its purchase of Cryovac,
Sealed Air, the maker of Bubble Wrap, added the food packaging
capabilities of Cryovac to its operations.2
At the time of the transaction, Grace was a defendant facing a
substantial number of asbestos claims, but was able to manage its
related liabilities. In 1999 and 2000, however, the number of
asbestos claims against Grace and other major defendants
increased dramatically. Under the burden of these claims, Grace
filed for bankruptcy protection in April 2001 .
In the subsequent bankruptcy proceedings, creditor
committees representing asbestos claimants brought an action
against Sealed Air, alleging that Grace was insolvent at the time of
Environmental Counsel, Allen & Overy, New York; J.D., Boston University
1994; B.A., Brown University 1987.
** Associate, Allen & Overy, New York; J.D., Harvard Law School 2002, magna
cum laude; B.S. Chemistry, Stanford University 1999, with distinction.
1 Sealed Air Corp., Current Report [Form 8-K], SEC File No. 001-12139
(Apr. 15, 1998) [hereinafter Sealed Air 1998 8-K]; Soma Biswas, Sealed Air
Settles Asbestos Claims for $838 M, at http://www.TheDeal.com (Dec. 2, 2002),
available at LEXIS, The Daily Deal; Sealed Air to Cut 750 Jobs and Take $112
Million Charge, N.Y. TIMES, July 28, 1998, at D4.
2 W.R. Grace and Sealed Air Lose Ruling in Fraud Suit, N.Y. TIMES, July
31, 2002, at C4.
3 W.R. Grace & Co., Annual Report [Form 10-K405], SEC File No. 001-
13953, at 1 (Apr. 16, 2001) [hereinafter Grace Bankruptcy 10-K]. See also
Biswas, supra note 1.](ViewImageLocal?handle=hein.journals/nyuev11&div=28&collection=journals&method=preview&ext=.png&size=3)
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