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Johnson & Johnson tests a legal maneuver1 known as the Texas Two-Step
Johnson & Johnson is entangled3 in lawsuits5 regarding its talcum-based products being linked to ovarian cancer. To save itself from future suits, the company is betting big on a tricky6 legal maneuver.
STEVE INSKEEP, HOST:
How does a giant consumer company defend its image in court? Johnson & Johnson is performing the Texas two-step, a complicated strategy in response to litigation. Stacey Vanek Smith and Adrian Ma from NPR's daily economics podcast The Indicator7 are here to teach you the dance.
STACEY VANEK SMITH, BYLINE8: Johnson & Johnson - multinational9 company based in New Jersey10, flying high in public opinion right now and a credit market superstar.
ADRIAN MA, BYLINE: Yeah, except maybe not for long. Johnson & Johnson is facing a huge legal issue - tens of thousands of lawsuits relating to its talcum powder, which has been linked to health problems, including ovarian cancer.
VANEK SMITH: These lawsuits are going to cost J&J billions of dollars, and victims will likely continue coming forward for years and maybe even decades to come. So J&J is trying something kind of bold and kind of new. It's called the Texas two-step.
KATE WALDOCK: It's honestly not something that was, really, like, a major tactic11 prior to Johnson & Johnson.
MA: That's economist12 and Columbia Law fellow Kate Waldock, and she walked us through the Texas two-step.
VANEK SMITH: So Step 1 is that Johnson & Johnson goes down to Texas from its headquarters in New Jersey, and it basically breaks the company in two - kind of into a big part and a little part. The big part is Johnson & Johnson. It's the company. And the little part is this little break-off, and they rename it LTL Management. And basically, all of those talc lawsuits, they get put into LTL. Claire Boston covers bankruptcy13 for Bloomberg.
CLAIRE BOSTON: Texas has laws that allow for this split to create the box to put the liabilities in. By putting the lawsuits in a box, they basically make all the lawsuits come together, and they would create a really big pool of money. They've offered, like, at least 2 1/2 billion in this case.
VANEK SMITH: And that money will be used to pay out victims. And then Step 2 is that LTL declares bankruptcy.
BOSTON: Bankruptcy puts an immediate14 stay on any lawsuit4. So it basically pauses everything that's happening in court right now. Then they don't have to worry about future claims.
VANEK SMITH: Everything in court kind of gets settled at once instead of, you know, the company dealing15 with a bunch of lawsuits that keep coming up for decades.
MA: OK, so I think I understand. But is this even legal?
VANEK SMITH: So in Texas, when a company splits off some of its assets, the law explicitly16 says that creditors18 cannot go after the other assets. So whatever amount J&J funnels19 into LTL will go to the victims bringing the suits, but those victims will not have access to any of J&J's other assets.
MA: OK, so this seems like a pretty good strategy for J&J, but does that mean other companies could do it, too?
VANEK SMITH: Kate Waldock says this might be a little tricky to pull off, actually, because the implications of Johnson & Johnson doing this two-step are so enormous.
WALDOCK: The whole point of being a creditor17 - you lend someone money, and then they pay you back. If the deal where you lend them money and, if they feel like it, they do a Texas two-step and get rid of your claim, then no one's ever going to lend money again.
VANEK SMITH: Oh, it, like, breaks down the trust in the system.
WALDOCK: Yeah.
VANEK SMITH: So, you know, Johnson & Johnson's kind of shooting the moon, trying this really bold move.
Stacey Vanek Smith.
MA: Adrian Ma, NPR News.
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1 maneuver | |
n.策略[pl.]演习;v.(巧妙)控制;用策略 | |
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2 transcript | |
n.抄本,誊本,副本,肄业证书 | |
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3 entangled | |
adj.卷入的;陷入的;被缠住的;缠在一起的v.使某人(某物/自己)缠绕,纠缠于(某物中),使某人(自己)陷入(困难或复杂的环境中)( entangle的过去式和过去分词 ) | |
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4 lawsuit | |
n.诉讼,控诉 | |
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5 lawsuits | |
n.诉讼( lawsuit的名词复数 ) | |
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6 tricky | |
adj.狡猾的,奸诈的;(工作等)棘手的,微妙的 | |
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7 indicator | |
n.指标;指示物,指示者;指示器 | |
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8 byline | |
n.署名;v.署名 | |
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9 multinational | |
adj.多国的,多种国籍的;n.多国籍公司,跨国公司 | |
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10 jersey | |
n.运动衫 | |
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11 tactic | |
n.战略,策略;adj.战术的,有策略的 | |
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12 economist | |
n.经济学家,经济专家,节俭的人 | |
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13 bankruptcy | |
n.破产;无偿付能力 | |
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14 immediate | |
adj.立即的;直接的,最接近的;紧靠的 | |
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15 dealing | |
n.经商方法,待人态度 | |
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16 explicitly | |
ad.明确地,显然地 | |
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17 creditor | |
n.债仅人,债主,贷方 | |
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18 creditors | |
n.债权人,债主( creditor的名词复数 ) | |
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19 funnels | |
漏斗( funnel的名词复数 ); (轮船,火车等的)烟囱 | |
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