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6-5-682
Section 6-5-682 Limitations of liability. (a) Except as further limited in subsection (b),
the cumulative successor asbestos-related liabilities of a corporation 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 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 fair market value of the total assets of the prior transferor,
determined as of the time of the earlier merger or consolidation, shall be substituted for
the limitation set forth in subsection (a) for purposes of determining the limitation of liability
of a corporation. (Act 2011-545, p. 1001, ยง3.)...
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6-5-684
Section 6-5-684 Adjustment of fair market value of total gross assets. (a) Except as provided
in subsections (b), (c), and (d), the fair market value of total gross assets at the time
of a merger or consolidation shall increase 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, unless the prime rate is not published in that edition
of the Wall Street Journal, in which case any reasonable determination of the prime rate on
the first day of the year may be used. (2) One percent. (b) The rate in subsection (a) may
not be compounded. (c) The adjustment of fair market value of total gross assets shall continue
as provided under subsection (a) 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 corporation or a predecessor, or by or on behalf...
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6-5-680
Section 6-5-680 Definitions. For the purposes of this article, the following words shall have
the following meanings: (1) ASBESTOS CLAIM. 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. The health effects of exposure to asbestos, including
any claim for: 1. Personal injury or death. 2. Mental or emotional injury.
3. Risk of disease or other injury. 4. The costs of medical monitoring or surveillance,
to the extent these claims are recognized under state law. b. Any claim made by or on behalf
of a person exposed to asbestos, or a representative, spouse, parent, child, or other relative
of the person. c. Any claim for damage or loss caused by the installation, presence, or removal
of asbestos. (2) CORPORATION. A corporation for profit, including a domestic corporation organized
under the laws of this state, or a foreign corporation organized under laws other...
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40-18-39
Section 40-18-39 Corporate returns. (a) Except as provided in subsection (c), every corporation,
joint stock company, or association subject to income tax under this chapter shall file a
return with the Department of Revenue for each taxable year, stating specifically the items
of its gross income and the deductions and credits allowed by this chapter. In cases where
receivers, trustees in bankruptcy, or assignees are operating the property or business of
corporations, such receivers, trustees, or assignees shall file returns for such corporations
in the same manner and form as corporations are required to file returns. Any tax due on the
basis of such returns filed by receivers, trustees, or assignees shall be collected in the
same manner as if collected from the corporations of whose business or property they have
custody and control. Returns shall be filed by the same date as the corresponding federal
income tax returns are required to be filed as provided under federal law. The...
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10A-1-1.03
limited liability company or association, a member; and (D) with respect to another foreign
or domestic entity, an owner of an equity interest in that entity. (69) OWNERSHIP INTEREST.
An owner's interest in an entity. The term includes the owner's share of profits and losses
or similar items and the right to receive distributions. The term does not include an owner's
right to participate in management or participate in the direction or oversight of the entity.
An ownership interest is personal property. (70) PARENT or PARENT ENTITY. An entity
that: (A) owns at least 50 percent of the ownership or membership interest of a subsidiary;
or (B) possesses at least 50 percent of the voting power of the owners or members of a subsidiary.
(71) PARTNER. A limited partner or general partner. (72) PARTNERSHIP. Includes a general partnership,
a limited liability partnership, a foreign limited liability partnership, a limited partnership,
a foreign limited partnership, a limited liability...
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6-5-681
Section 6-5-681 Applicability of limitations. (a) The limitations in Section 6-5-682 apply
to a corporation that is a successor and became a successor before January 1, 1972, or is
any of that successor corporation's successors. (b) The limitations in Section 6-5-682 do
not apply to: (1) Workers' compensation benefits paid by or on behalf of an employer to an
employee under the laws of this state or a comparable workers' compensation law of another
jurisdiction. (2) Any claim against a corporation that does not constitute a successor asbestos-related
liability. (3) An insurer, as defined in Section 27-1-2. (4) Any obligations under the National
Labor Relations Act, as amended, or under any collective bargaining agreement. (5) A successor
that, after a merger or consolidation, continued in the business of mining asbestos; in the
business of selling or distributing asbestos fibers; or in the business of manufacturing,
distributing, removing, or installing asbestos-containing products...
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6-5-683
Section 6-5-683 Fair market value of total gross assets. (a) A corporation may establish the
fair market value of total gross assets for the purpose of the limitations under Section 6-5-682
through any method reasonable under the circumstances, including either of the following:
(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. (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 gross assets include intangible
assets. (c) Total gross assets include the aggregate coverage under any applicable liability
insurance that was issued to the transferor whose assets are being valued for purposes of
this section, which insurance has been collected or is collectible to cover successor asbestos-related
liabilities except compensation for liabilities arising from...
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40-14A-23
Section 40-14A-23 Definition of net worth. (a) Net worth of corporation. The net worth of a
corporation shall equal the aggregate net amount of the following items determined as of the
first day of the corporation's taxable year and adjusted as required in this article: (1)
In the case of a corporation, the sum of the following: a. The issued capital stock and any
additional paid-in capital, without reduction for treasury stock; and b. Retained earnings,
but not less than zero, which shall include any amounts designated for the payment of dividends
until the amounts are definitely and irrevocably placed to the credit of stockholders subject
to withdrawal on demand, and (2) In the case of an entity taxed as a corporation under this
article that does not issue stock, the difference between the book value of the entity's assets
and liabilities, but not less than zero. (b) Net worth of limited liability entities. The
net worth of a limited liability entity shall be an amount equal to the...
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22-30F-3
Section 22-30F-3 Definitions. The following words and phrases, whenever used in this chapter,
shall have the following respective meanings unless the context clearly indicates otherwise:
(1) AUTHORITY. The corporation organized pursuant to this chapter as a public corporation,
agency, and instrumentality of the state and known as the "Alabama Land Recycling Finance
Authority." (2) AUTHORIZING RESOLUTION. A resolution, order, or other proceedings adopted
by the board of directors of the authority authorizing the issuance of agreements and related
matters. (3) BOARD OF DIRECTORS. The board of directors of the authority. (4) DEPARTMENT.
The Alabama Department of Environmental Management or any successor. (5) ELIGIBLE PROPERTY.
Property which qualifies under Section 22-30E-6 for participation in the voluntary cleanup
program established pursuant to Chapter 30E of this title, and which is owned and operated
by an applicant or applicants which qualifies for the limitation of liability as...
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41-10-36
constitution or laws of the state to issue affected bonds. (10) LOCAL ISSUER. Any issuer which
is a county, municipality, or public corporation organized by or pursuant to approval by a
county or municipality (or pursuant to approval by two or more counties or municipalities
or both) and which is authorized by or pursuant to the constitution or laws of the state to
issue affected bonds. (11) MANUFACTURING FACILITY. Any facility which is used in the manufacturing
or production of tangible personal property (including processing resulting in a change
in the condition of such property), and includes any facility devoted to an activity described
in Standard Industrial Classification (SIC) Code Major Groups 20 through 39, or to agricultural
activities, and further includes office facilities related to the foregoing so long as such
office facilities are located on the premises of the manufacturing facility to which they
are related. (12) PRIVATE ACTIVITY BOND has the same meaning as that...
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