PLOTKIN, EVAN Et Al v. JOHNSON & JOHNSON Et Al, FBT-CV21-6109520-S, 413.00 (Conn. Super. Ct. Mar. 11, 2024) (2024)

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`DEFENDANTS,
`JOHNSON & JOHNSON HOLDCO (NA) INC.,
`JANSSEN PHARMACEUTICALS, INC., AND
`KENVUE, INC.
`
`By: /s/Robert R. Simpson (409048)
`Robert R. Simpson, Esq.
`Sheldon R. Poole, Esq.
`James D. Geisler, Esq.
`SHOOK, HARDY & BACON L.L.P.
`185 Asylum Street
`City Place I, Suite 3701
`Hartford, CT 06104
`Juris No. 443536
`Tel. No.: (860) 515-8901
`Fax: (860) 515-8911
`RSimpson@shb.com
`SPoole@shb.com
`JGeisler@shb.com
`
`Gregory Boulos (pro hac vice)
`SHOOK, HARDY & BACON L.L.P.
`201 South Biscayne Boulevard
`Citigroup Center, Suite 3200
`Miami, FL 33131
`Tel. No.: (305) 358-5171
`Fax: (305) 358-7470
`GBoulos@shb.com
`
`Their Attorneys
`
`2
`
`

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`CERTIFICATION OF SERVICE
`
`The undersigned hereby certifies that on MARCH 11, 2024, a copy of the foregoing
`
`DEFENDANTS JOHNSON & JOHNSON HOLDCO (NA) INC., JANSSEN
`
`PHARMACEUTICALS, INC., AND KENVUE, INC.’S MOTION FOR SUMMARY
`
`JUDGMENT was sent via email to the following counsel of record.
`
`Brian P. Kenney, Esq.
`Early, Lucarelli, Sweeney
`& Meisenkothen, LLC
`265 Church Street
`P.O. Box 1866
`New Haven, CT 06508-1866
`
`Attorney for the Plaintiffs
`
`Benjamin H. Adams, Esq.
`Benjamin D. Braly, Esq.
`Ethan A. Horn, Esq.
`Dean Omar Branham Shirley, LLP
`302 N. Market Street, Suite 300
`Dallas, TX 75202
`
`Pro Hac Attorneys for the Plaintiffs
`
`And sent via e-mail to all defense counsel of record via CT Listserve.
`
`/s/Robert R. Simpson (409048)
`Robert R. Simpson
`
`3
`
`

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`IN RE: ASBESTOS LITIGATION
`
`DOCKET # FBT-CV-21-6109520-S
`
`EVAN PLOTKIN AND MARTHA
`PLOTKIN,
`Plaintiffs,
`
` v.
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`JOHNSON & JOHNSON, et al.,
`Defendants.
`
`: SUPERIOR COURT
`:
`
`:
`J.D. OF BRIDGEPORT
`:
`
`:
`
`:
`
`:
`
`:
`
`:
`: MARCH 11, 2024
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`DEFENDANTS JOHNSON & JOHNSON HOLDCO (NA) INC., JANSSEN
`PHARMACEUTICALS, INC., AND KENVUE, INC.’S MEMORANDUM OF LAW IN
`SUPPORT OF THEIR MOTION FOR SUMMARY JUDGMENT
`
`I.
`
`INTRODUCTION
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`Defendants Johnson & Johnson Holdco (NA) Inc. (“Holdco”), Janssen Pharmaceuticals,
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`Inc. (“Janssen”), and Kenvue, Inc. (“Kenvue”) (collectively “Defendants”) respectfully submit this
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`memorandum of law in support of their Motion for Summary Judgment.1 Holdco, Janssen, and
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`Kenvue are not proper defendants in this case. As a matter of law, these Defendants hold no
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`liabilities for the products at issue. As such, they are entitled to judgment as a matter of law
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`pursuant to Practice Book Section §§ 17-44, 17-49 dismissing Plaintiffs’ claims against them with
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`prejudice.
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`This is a personal injury, asbestos case set for trial on April 30, 2024. Plaintiffs claim Mr.
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`Plotkin developed mesothelioma, in part, as a result of using Johnson & Johnson’s Baby Powder
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`1 The Defendants note that their pending Motion to Strike raises substantially similar arguments. (Dkt. No. 354.) If
`that Motion to Strike is granted, then this Motion will be Moot. The Defendants have contemporaneously filed a
`Motion for Summary Judgment on other grounds that will not be moot. If the pending Motion to Strike is denied, the
`Court can now rely on material facts beyond the four corners of the complaint to assess the parties’ argument. Further,
`while some courts decline to conduct a choice of law analysis on a Motion to Strike, it is now incontrovertibly
`appropriate to do so.
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`

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`(“Johnson’s Baby Powder”)—a talc-based powder that he alleges was contaminated with trace
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`amounts of asbestos. But Janssen, Kenvue, and Holdco have no liabilities for these products.
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`Plaintiffs do not—and cannot—allege that these entities ever manufactured or sold
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`Johnson’s Baby Powder. It is undisputed that sales of talc-based Johnson’s Baby Powder in the
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`United States were discontinued in May 2020, long before Plaintiffs claim these entities became
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`liable for the claims. In fact, Johnson’s Baby Powder came off the shelves long before Holdco
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`and Kenvue even existed. Left with no other theory of liability, Plaintiffs seek to hold Holdco,
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`Janssen, and Kenvue liable on a theory of successor liability—but that theory is wrong as a matter
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`of law. Those defendants should be dismissed.
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`There is no dispute that Johnson & Johnson Consumer Inc. (“Old JJCI”) had responsibility
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`for talc-powder claims prior to a corporate restructuring in October 2021. In October 2021, Old
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`JJCI underwent a “divisional merger.” Old JJCI ceased to exist, and two new entities were created:
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`First, LTL Management, LLC (“LTL”),2 which became solely responsible for all of Old JJCI’s
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`liabilities arising from talc-related claims against it. And second, a new entity which changed its
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`name to Johnson & Johnson Consumer Inc. (“New JJCI”) and then changed its name again to
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`Johnson & Johnson Holdco (NA) Inc. (“Holdco”). New JJCI/Holdco therefore came into existence
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`with no talc-related liabilities.
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`2 LTL came into existence as LTL Management, LLC. On December 29, 2023, LTL Management, LLC changed its
`name to LLT Management, LLC. See Ex. A, LTL Management LLC Articles of Conversion. When referring to
`actions occurring before the change, this brief refers to the entity as “LTL.” Otherwise, the entity is referred to as
`“LLT” or “LLT Management.”
`
`2
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`

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`Plaintiffs’ theory of successor liability is based on Holdco’s asset transfer to Janssen, which
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`then transferred assets to Kenvue. But this theory is meritless a matter of law. A defendants’
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`liability as a successor is governed by the law of the state in which the defendant is incorporated.
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`The 2021 restructuring occurred under Texas law. Texas law expressly permitted Old JJCI to
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`exclusively transfer its talc liabilities to LTL and transfer no talc liability to Holdco, which is
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`exactly what Old JJCI did. Thus, it was impossible for Holdco to transfer talc liabilities to Janssen
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`because it never received those liabilities from Old JJCI in the first place.
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`When LTL appealed the bankruptcy court’s dismissal of its bankruptcy petition, the Third
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`Circuit weighed in on this precise issue. As the Third Circuit explained, the corporate restructuring
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`“allocated LTL responsibility for essentially all liabilities of Old Consumer tied to talc-related
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`claims. This meant, among other things, it would take the place of Old [JJCI] in current and future
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`3
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`talc lawsuits and be responsible for their defense.” In re LTL Mgmt., LLC, 64 F.4th 84, 96 (3d Cir.
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`2023) (footnote omitted). Holdco, by contrast, inherited “none of [old JJCI’s] talc-related
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`liabilities.” Id. at 97. Since Holdco had no talc-based liabilities to begin with, it could not pass
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`talc-based liabilities to Janssen or Kenvue though any theory of “successor” liability available in
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`Janssen or Kenvue’s place of incorporation—what Plaintiffs are attempting to assert.
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`The proper defendant here LLT Management—which has inherited all the relevant talc-
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`powder liabilities. Janssen, Kenvue, and Holdco are entitled to judgment as a matter of law.
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`II.
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`FACTUAL AND PROCEDURAL BACKGROUND
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`Plaintiffs allege Mr. Plotkin was exposed to asbestos-containing talcum products
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`manufactured by the Johnson & Johnson Defendants, which he personally used and applied to his
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`children from approximately the 1950s through approximately the 2000s. (Sixth Am. Compl. at
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`2-4, ¶¶ 3-10.)
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`Defendant, Johnson & Johnson incorporated in 1887 and began selling Johnson’s Baby
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`Powder in 1894. Ex. B, J. Kim Decl. ¶ 14. In 1972, Johnson & Johnson established a formal
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`operating division for its baby products, into which Johnson & Johnson transferred all of its assets
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`and liabilities associated with baby products in 1978. Id. at ¶¶ 14-15. In 2015, after a series of
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`corporate transactions and name changes, Old JJCI, a subsidiary of Johnson & Johnson became
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`responsible for the assets and liabilities associated with Johnson’s Baby Powder and other talc-
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`containing products. Id. at ¶¶ 18-20.
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`In 2020, sales of talc-based Johnson’s Baby Powder in the United States were discontinued.
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`Id. at ¶¶ 42, 54 n.10 (“Old JJCI stopped selling its talc based JOHNSON’S® Baby Powder in
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`North America in 2020”); see Excerpts of 2023 Kenvue SEC Registration Statement, Ex. C,
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`4/24/23 Kenvue S-1 at 107 (“Talc-based Johnson’s Baby Powder was . . . discontinued during
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`2020 in certain markets including the United States and Canada.”). In October 2021, Old JJCI
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`4
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`underwent a series of restructuring transactions. As a result of that restructuring, Old JJCI ceased
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`to exist, and two new entities were created: LTL and New JJCI. Ex. B, J. Kim Decl. ¶ 24; see also
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`In re LTL Mgmt., LLC, 637 B.R. 396, 402 (Bankr. D.N.J. 2022) (detailing the restructuring in
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`depth). The liabilities for talc-containing products were transferred to LTL. Ex. B, J. Kim Decl.
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`¶ 24. New JJCI was allocated all other assets of Old JJCI and became solely responsible for all
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`other liabilities of Old JJCI. Id.
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`With all talc-related liabilities transferred to LTL, “New JJCI operated its business
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`following the 2021 Corporate Restructuring. This included the manufacture and sale of a broad
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`range of products used in the baby care, beauty, oral care, wound care and women’s health care
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`fields, as well as over-the-counter pharmaceutical products (collectively, the ‘Consumer
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`Business’).” Id. at ¶ 26. New JJCI did not sell any talc-based Johnson’s Baby Powder in North
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`America, since it had already been discontinued before New JJCI was formed. New JJCI then
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`changed its name to Johnson & Johnson Holdco (NA) Inc. (“Holdco”) in December 2022. Id. at
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`¶ 26. Plaintiffs allege Holdco transferred its productive assets to Janssen, which transferred those
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`assets to Kenvue. (Sixth Am. Compl. ¶ 19.)
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`III.
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`LEGAL STANDARD
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`Practice Book Section 17-49 provides that summary judgment “shall be rendered forthwith
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`if the pleadings, affidavits and any other proof submitted show that there is no genuine issue as to
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`any material fact and that the moving party is entitled to judgment as a matter of law.” Conn.
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`Practice Book Sec. 17-49.
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`“In deciding a motion for summary judgment, the trial court must view the evidence in the
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`light most favorable to the nonmoving party . . . . The party seeking summary judgment has the
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`burden of showing the absence of any genuine issue [of] material facts which, under applicable
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`5
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`principles of substantive law, entitle him to a judgment as a matter of law . . . and the party
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`opposing such a motion must provide an evidentiary foundation to demonstrate the existence of a
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`genuine issue of material fact.” Liberty Mut. Ins. Co. v. Lone Star Indus., Inc., 290 Conn. 767,
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`787, 967 A.2d 1, 16–17 (2009) (quoting Schilberg Integrated Metals Corp. v. Continental Casualty
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`Co., 263 Conn. 245, 251–52, 819 A.2d 773 (2003)). “It is not enough, however, for the opposing
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`party merely to assert the existence of such a disputed issue. Mere assertions of fact . . . are
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`insufficient to establish the existence of a material fact and, therefore, cannot refute evidence
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`properly presented to the court [in support of a motion for summary judgment].” Home Ins. Co.
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`v. Aetna Life & Cas. Co., 235 Conn. 185, 202, 663 A.2d 1001, 1009 (1995). Finally, a “defendant's
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`motion for summary judgment is properly granted if it raises at least one legally sufficient defense
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`that would bar the plaintiff's claim and involves no triable issue of fact.” Perille v. Raybestos-
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`Manhattan-Eur., Inc., 196 Conn. 529, 543, 494 A.2d 555, 563 (1985).
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`“If a plaintiff is unable to present sufficient evidence in support of an essential element of
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`his cause of action at trial, he cannot prevail as a matter of law.” Stuart v. Freiberg, 316 Conn.
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`809, 823, 116 A.3d 1195, 1204 (2015).
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`IV.
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`ARGUMENT
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`A.
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`This Court Should Apply Texas Law to Determine Whether Holdco Inherited
`any Talc-Related Liabilities.
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`Since Holdco is alleged to have passed on talc-related liabilities to Kenvue, the only
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`remaining choice-of-law analysis is what state’s law should control the question of whether Holdco
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`inherited any talc-related liabilities in the first place. Holdco was created by a divisional merger
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`under the laws of Texas and was a Texas entity at its creation. Thus, Texas law governs the
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`question of whether Holdco inherited any talc-related liability from Old JJCI.
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`6
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`The first step of a choice of law analysis, whether there is a conflict between the states, is
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`easily resolved. Texas does not recognize the “mere continuation” exception, which Plaintiffs
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`argue applies to Holdco, Asfahl Agency v. Tensor, Inc., 135 S.W.3d 768, 791-92 (Tex. App. 2004),
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`but Connecticut does. Chamlink Corp. v. Merritt Extruder Corp., 96 Conn. App. 183, 188, 899
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`A.2d 90, 93 (2006).
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`The next step is to identify the specific legal issue that requires a choice of law analysis.
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`Although the underlying cause of action sounds in tort, Connecticut Courts have utilized “the rule
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`of ‘depecage’” which “requires a separate choice of law analysis for each issue presented.” JobPro
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`Temp. Servs., Inc. v. Giftcorp, Inc., No. HHD-CV-126030121S, 2014 WL 341895, at *4 (Conn.
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`Super. Ct. Jan. 7, 2014).3 “The principle of depecage has been described as the framework under
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`which different issues in a single case . . . may be decided according to the substantive law of
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`different states.” Reichhold Chemicals, Inc. v. Hartford Accident & Indem. Co., 252 Conn. 774,
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`784 n.5 (2000) (internal quotation marks omitted). Thus, Texas law can apply to the narrow issue
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`of Holdco’s successor liability and Connecticut tort law can apply to the other substantive issues
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`in the case. Indeed, the court in JobPro Temporary Services expressly acknowledged that “the
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`fact that this case is primarily about a breach of contract does not mandate that contract choice of
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`law rules apply to the question of successor liability[.]” 2014 WL 341895, at *4. The court in that
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`case did ultimately apply Connecticut law to the issue of successor liability, but that case is not
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`binding on this court as there is no authority from a higher court on point. See JobPro Temporary
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`Services, 2014 WL 341895, at *1 (“The primary question presented is whether contracts choice of
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`law rules or, alternatively, corporations choice of law rules govern in determining whether to apply
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`3 All unreported cases are attached as Exhibit J.
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`the ‘continuity of enterprise’ doctrine and the successor liability principle. There is no binding
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`Connecticut authority on point.”) (emphasis added).
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`While there is no binding authority on the issue of choice of law in determining a foreign
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`corporation’s successor liability, the weight of the authority suggests that it is the state of the
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`entity’s incorporation or creation that dictates what law should apply. For example, in Weber v.
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`U.S. Sterling Sec., Inc., which concerned a foreign LLC, the Connecticut Supreme Court used the
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`law of a defendant LLC’s state of incorporation to determine an issue of successor liability. 282
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`Conn. 722, 730 (2007). Furthermore, in Graduation Sols., LLC v. Acadima, LLC, in a case
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`concerning a Texas LLC, the court observed that “Connecticut choice of law principles generally
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`apply the law of the state of incorporation in determining whether two entities are alter egos of
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`each other.” No. 3:17-CV-01342 (VLB), 2018 WL 3637479, at *5 (D. Conn. July 31, 2018).
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`Determining whether two entities are alter egos of one another is merely a focused inquiry into
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`determining an entities successor liability.
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`While these two cases did not involve a corporation, the same principles should apply. For
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`example, the court in Haina Inv. Co. Ltd. v. InterEnergy Grp. Ltd., a breach of contract action,
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`considered whether to apply Connecticut law or Delaware law – the state of the defendant’s
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`incorporation – to the issue of veil-piercing, a doctrine that concerns successor liability. No. FST-
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`CV-206045183, 2021 WL 4481204, at *5 (Conn. Super. Ct. Sept. 8, 2021). Citing to Weber, the
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`court explained that “[a]lthough Weber involved a limited liability company, the Supreme Court
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`relied on authorities from other states that concerned corporations in its determination that a court
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`should look to the state of incorporation to determine the extent of an entity's liability.” Id. at *5
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`(emphasis added). Following those authorities, the court ultimately concluded that “for the
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`purposes of corporate veil-piercing, Delaware law applies as it is the law of the jurisdiction in
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`which [the defendant] was incorporated.” Id. Thus, the court declined to apply Connecticut
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`contracts choice of law principles to all issues in the case and, relying on Weber, applied Delaware
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`law to the issue of successor liability of a corporation. This is precisely what the court should do
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`here.
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`Holdco was created as a result of a divisional merger under Texas law.4 This Court should
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`therefore apply Texas law to determine whether Holdco came into existence holding any talc-
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`related liabilities. See e.g. Greystone Cmty. Reinvestment Ass'n, Inc. v. Berean Cap., Inc., 638 F.
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`Supp. 2d 278, 287 (D. Conn. 2009) (applying Illinois law to determine successor liability issues
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`since the alleged successor entity was created in Illinois).
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`B.
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`Holdco Did Not Inherit Any Talc Liability As A Matter Of Texas Law, And
`Therefore Could Not Pass Any Liability To Kenvue Or Janssen.
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`As a matter of Texas law, Holdco came into existence without inheriting any talc liability
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`from Old JJCI. As such, it had no talc liability to pass to Janssen or Kenvue.
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`“[L]iabilities and obligations” of a party undergoing a divisional merger can be “allocated
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`to one or more of the surviving or new organizations in the manner provided by the plan of
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`merger,” and “except as otherwise provided by the plan or merger or by law or contract, . . . no
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`other new . . . entity . . . created under the plan of merger is liable for the debt.” Tex. Bus. Orgs.
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`Code Ann. § 10.008(a)(3)-(4); see, e.g., Alta Mesa Holdings, L.P. v. Ives, 488 S.W.3d 438, 449-
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`50 & n.13 (Tex. App. 2016) (applying this rule). Here, Old JJCI did what exactly Texas law
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`permits. And the Third Circuit was clear about the effect of that transaction—both within and
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`4 As the Third Circuit described, the divisional merger caused Old JJCI to cease to exist and created two new Texas
`limited liability companies, Chenango One LLC (“Chenango One”) and Chenango Two LLC (“Chenango Two”). In
`re LTL Mgmt., LLC, 64 F.4th 84, 95-96 n.3 (3rd Cir. 2023). Old JJCI’s assets and liabilities were divided between the
`two new entities, with Chenango One acquiring all of Old JJCI’s talc liabilities as well as certain assets. Id. at 96.
`Chenango Two received all other assets and liabilities. Id. at 96-97. After the divisional merger, Chenango One
`converted into a North Carolina limited liability company and changed its name to “LTL Management LLC.” Id. at
`96 n.3. Chenango Two merged into another entity, which then changed its name to “Johnson & Johnson Consumer
`Inc.” Id. That entity later changed its name to Johnson & Johnson Holdco (NA) Inc.
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`9
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`without the bankruptcy system: “the merger allocated LTL responsibility for essentially all
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`liabilities of Old” JJCI. LTL I, 64 F.4th at 96; see id. at 97 (new JJCI, now Holdco, held “none of
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`[the] talc-related liabilities”). Although the circuit court questioned the subsequent bankruptcy,
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`“neither” that court nor the bankruptcy court for the District of New Jersey “has taken issue with
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`the propriety of the [initial] corporate restructuring.” LTL II, 652 B.R. at 448 n.15 (citing LTL I,
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`64 F.4th at 106-07).) This Court should not either.
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`There is no conceivable principle of Texas law that would impose liability on Holdco, even
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`in the absence of the protection provided by the merger statute. Texas courts allow successor
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`liability only when “the successor expressly assume[s]” it or in the case of a fraudulent transfer.
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`See, e.g., United States v. Americus Mortg. Corp., No. 4:12-cv-02676, 2013 WL 4829284, at *4
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`(S.D. Tex. Sept. 10, 2013). The possibility of imposing liability on successors that form “mere
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`continuation[s]” of their predecessors is not recognized. C.M. Asfahl Agency v. Tensor, Inc., 135
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`S.W.3d 768, 791-92 (Tex. App. 2004). Clearly, Holdco never expressly assumed talc liability; the
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`entire point of the transaction was to disclaim it. And to the extent Plaintiff contends that the
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`divisional merger constituted a fraudulent transfer, that argument is foreclosed by the findings of
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`both the bankruptcy court and the Third Circuit that LTL is amply funded, and unlikely to even
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`need “to exhaust its funding rights to pay talc liabilities,” much less to fall short of those liabilities.
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`LTL II, 652 B.R. at 448 (quoting LTL I, 64 F.4th at 108).
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`As a matter of Texas law, Holdco came into existence with no talc-related liabilities. Those
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`liabilities all remain with LTL. And Holdco never sold talc-based Johnson’s Baby Powder in the
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`United States. Those sales stopped before Holdco even came into existence. Plaintiff claims that
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`Holdco passed talc-related liabilities to Janssen, which in turn passed liabilities to Kenvue. But
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`10
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`Holdco at no point had any talc-related liabilities to pass to anybody. It is LLT who is the only
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`proper defendant as a matter of law.
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`Recognizing these facts, courts across the country have dismissed Holdco, Kenvue, and
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`Janssen from cosmetic talc cases. Recently, a court in New Mexico held that “[a]pplying Texas
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`law, all talc liabilities formerly belonging to Johnson & Johnson Consumer Inc. (Old JJCI) are
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`now owned by LTL.” Ex. D, Ochoa v. 3M Co, et al., No. D-307-CV-2023-01125 (N.M. 3d Jud.
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`D. Ct. Jan 3, 2024). A Louisiana court similarly dismissed all claims against these entities on the
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`basis of Texas law. Ex. E, Henderson v. Taylor-Seidenbach Inc., et al., No. 2022-10279 (La. Civ.
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`D. Ct. (Orleans Parish) Dec. 22, 2023); Ex. F, Henderson Trans. 44:26-26 (Dec. 12, 2023) (“the
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`argument I understand, Texas law should apply”). A court in Washington state squarely rejected
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`Plaintiff’s theory, dismissing Holdco and Kenvue from a similar lawsuit (Janssen was not named)
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`that the plaintiffs had made no “showing on the undisputed facts that Holdco assumed any
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`liabilities, impliedly or otherwise.” Ex. G, Order ¶ 17, LaSalle v. Am. Int’l Indus., No. 23-2-08165-
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`0 (SEA) (Wash. Super. Ct. Sept. 12, 2023). The court found that it was “undisputed that the time
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`of the divisional merger . . . LTL became the successor entity that carried the talc related tort
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`liability.” Id. at ¶ 8. Thus, the court dismissed Holdco and Kenvue, explaining that the “divisional
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`merger and related Funding Agreements . . . expressly disclaimed the successor liability Plaintiffs
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`argue are at play.” Id.5 The Court should do the same here.
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`Plaintiff filed these complaints not due to a sincere belief that these entities are actually
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`liable for selling talc powders, but because the automatic bankruptcy stay previously prevented the
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`filing of claims against LTL. See 11 U.S.C. § 362. But with the bankruptcy dismissed, that is no
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`5 Moreover, several courts in the state of California have held that they do not even have personal jurisdiction over
`these entities because they never manufactured or sold cosmetic talc products. See, e.g., Ex. H, Yandell vs. Johnson
`& Johnson et al., No. 23STCV11850 (Cal. Super. Ct. (L.A. County) August 15, 2023); Ex. I, Egli v. Johnson &
`Johnson, et al., No. RG20075272 (Cal. Super. Ct. (Alameda County) Nov. 6, 2023).
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`11
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`longer true, and indeed, Plaintiff has named LTL as a Defendant in this case. There is no reason
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`for Plaintiff to maintain claims against other entities that have no liability as a matter of law.
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`Holdco, Janssen, and Kenvue should therefore all be dismissed.
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`V.
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`CONCLUSION
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`Based on the forgoing, Holdco, Janssen, and Kenvue respectfully request that the Court
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`grant their motion for summary judgment.
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`DEFENDANTS,
`JOHNSON & JOHNSON HOLDCO (NA) INC.,
`JANSSEN PHARMACEUTICALS, INC., AND
`KENVUE, INC.
`
`By: /s/Robert R. Simpson (409048)
`Robert R. Simpson, Esq.
`Sheldon R. Poole, Esq.
`James D. Geisler, Esq.
`SHOOK, HARDY & BACON L.L.P.
`185 Asylum Street
`City Place I, Suite 3701
`Hartford, CT 06104
`Juris No. 443536
`Tel. No.: (860) 515-8901
`Fax: (860) 515-8911
`RSimpson@shb.com
`SPoole@shb.com
`JGeisler@shb.com
`
`Gregory Boulos (pro hac vice)
`SHOOK, HARDY & BACON L.L.P.
`201 South Biscayne Boulevard
`Citigroup Center, Suite 3200
`Miami, FL 33131
`Tel. No.: (305) 358-5171
`Fax: (305) 358-7470
`GBoulos@shb.com
`
`Their Attorneys
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`12
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`CERTIFICATION OF SERVICE
`
`The undersigned hereby certifies that on MARCH 11, 2024, a copy of the foregoing
`
`DEFENDANTS JOHNSON & JOHNSON HOLDCO (NA) INC., JANSSEN
`
`PHARMACEUTICALS, INC., AND KENVUE, INC.’S MEMORANDUM OF LAW IN
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`SUPPORT OF THEIR MOTION FOR SUMMARY JUDGMENT was sent via email to the
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`following counsel of record.
`
`Brian P. Kenney, Esq.
`Early, Lucarelli, Sweeney
`& Meisenkothen, LLC
`265 Church Street
`P.O. Box 1866
`New Haven, CT 06508-1866
`
`Attorney for the Plaintiffs
`
`Benjamin H. Adams, Esq.
`Benjamin D. Braly, Esq.
`Ethan A. Horn, Esq.
`Dean Omar Branham Shirley, LLP
`302 N. Market Street, Suite 300
`Dallas, TX 75202
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`Pro Hac Attorneys for the Plaintiffs
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`And sent via e-mail to all defense counsel of record via CT Listserve.
`
`/s/Robert R. Simpson (409048)
`Robert R. Simpson
`
`13
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`

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`EXHIBIT A
`EXHIBIT A
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`State ofNorth Carolina
`Departmentof the Secretary of State
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`:
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`.
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`f
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`ARTICLES OF CONVERSION
`To a Foreign Entity
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`th
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`Nor
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`SOSID: 2286382
`Date Filed: 12/29/2023 3:25:00 PM
`Elaine F. Marshall
`lina
`S
`t
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`
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`soeeostes 00478
`
`f Stat
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`ane
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`Pursuant to §§ 55-11A-12, 57D-9-32, 59-73.22, or 59-1062 of the General Statutes ofNorth Carolina, as applicable, the
`undersigned converting business entity does hereby submit these Articles of Conversion for the purpose of converting to
`a different businessentity.
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`1.
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`2.
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`3.
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`4.
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`5.
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`6.
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`The nameofthe converting business entity is
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`LTL Management LLC
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`The converting businessentity is a (check one) [_] domestic corporation; [Hl] domestic limited liability company;
`[_] domestic limited partnership; [_] domestic registeredlimitedliability partnership; or [_] domestic partnership.
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`The mailing address of the converting entity prior to the conversion is:
`501 George Street, New Brunswick, New Jersey 08993
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`The nameoftheresulting businessentity is:
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`LLT Management LLC
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`Theresulting business entity is a (check one) [_]foreign corporation; [Ml] foreign limited liability company;
`L] foreign limited partnership; _] foreignlimited liability parmership; or 1] otherpartnership as defined
`in G..S. 59-36 not formed underthe laws of North Carolina.
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`The organization andinternal affairs of the resulting business entity are governed by the lawsofthestate or country
`Texas
`of
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`7. The resulting businessentity is not authorized to transact business or conductaffairs in this State. The mailing
`address ofthe resulting business entity is: George Street, New Brunswick,
`New Jersey 08993
`. The resulting business entity will file a statement ofany subsequent change
`in its mailing address with the North Carolina Secretary ofState.
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`8. A plan of conversion has been approved by the converting business entity as required by law.
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`9.Besember29.2023at5:00pmcastetimeThesearticles will be effective uponfiling, unless a date and/ortime is specified:
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`This the 29th
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`day of December
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`> 2023
`
`. LTL Management LLC
`Name ofConverting Entity
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`RAAY NWA
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`Signature
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`Robert Wuesthoff, President
`Type or Print Name and Title
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`NOTES:
`1.
`Filing fee is $50, This document must be filed with the Secretary ofState.
`BUSINESS REGISTRATION DIVISION
`P. O. BOX 29622
`(Revised July, 2017)
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`RALEIGH, NC 27626-0622
`(Form BE-16)
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`NAI 1538891476
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`

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`EXHIBIT B
`EXHIBIT B
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`

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`
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`UNITED STATES BANKRUPTCY COURT
`DISTRICT OF NEW JERSEY
`
`WOLLMUTH MAHER & DEUTSCH LLP
`Paul R. DeFilippo, Esq.
`500 Fifth Avenue
`New York, New York 10110
`Telephone: (212) 382-3300
`Facsimile: (212) 382-0050
`pdefilippo@wmd-law.com
`
`JONES DAY
`Gregory M. Gordon, Esq.
`Brad B. Erens, Esq.
`Dan B. Prieto, Esq.
`Amanda Rush, Esq.
`2727 N. Harwood Street
`Dallas, Texas 75201
`Telephone: (214) 220-3939
`Facsimile: (214) 969-5100
`gmgordon@jonesday.com
`bberens@jonesday.com
`dbprieto@jonesday.com
`asrush@jonesday.com
`(Admissions pro hac vice pending)
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`
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`PROPOSED ATTORNEYS FOR DEBTOR
`
`In re:
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`Chapter 11
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`LTL MANAGEMENT LLC,1
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`Case No.: 23-12825 (MBK)
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`Debtor.
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`Judge: Michael B. Kaplan
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`DECLARATION OF JOHN K. KIM
`IN SUPPORT OF FIRST DAY PLEADINGS
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`John K. Kim, being first duly sworn, deposes and states as follows:
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`1.
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`I am the Chief Legal Officer of LTL Management LLC, a North Carolina
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`limited liability company (the “Debtor”) and the debtor in the above-captioned chapter 11 case. I
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`have held this position with the Debtor since its formation on October 12, 2021.
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`1
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`The last four digits of the Debtor’s taxpayer identification number are 6622. The Debtor’s address is
`501 George Street, New Brunswick, New Jersey 08933.
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`

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`2.
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`I am employed by Johnson & Johnson Services, Inc. (“J&J Services”), a
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`non-debtor affiliate of the Debtor and a subsidiary of the Debtor’s ultimate non-debtor parent
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`company, Johnson & Johnson (“J&J”).
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`3.
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`Prior to my role as the Chief Legal Officer of the Debtor, I was J&J’s
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`Assistant General Counsel, Practice Group Lead for the Product Liability Litigation Group. In
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`that role, I was responsible for product liability litigation globally. I began my employment with
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`J&J and its affiliates in 2001 as a Senior Counsel in the Litigation Group, handling a variety of
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`cases ranging from commercial disputes and international arbitrations to product liability
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`litigation.
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`4.
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`Prior to my employment with J&J and its affiliates, I was associated with
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`the law firm of Simpson Thacher & Bartlett in its Litigation Group from 1989 to 2001. There, I
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`handled a number of complex litigation engagements, including bankruptcy proceedings,
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`anti-trust disputes, insurance coverage arbitrations and securities actions.
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`5.
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`I earned a Juris Doctor degree from Fordham University School of Law in
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`1989 and a Bachelor of Arts degree from Tufts University in 1985.
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`6.
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`On the date hereof (the “Petition Date”), the Debtor filed a voluntary
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`petition with this Court for relief under chapter 11 of the Bankruptcy Code, as well as certain
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`motions and other pleadings (collectively, the “First Day Pleadings”). As discussed in more
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`detail below, on October 14, 2021, the Debtor previously commenced a chapter 11 case,
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`No. 21-30589 (Bankr. D.N.J.) (the “2021 Chapter 11 Case”), which was dismissed on
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`April 4, 2023. In connection with the 2021 Chapter 11 Case, I submitted various declarations in
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`support of relief requested by the Debtor, including the Declaration of John K. Kim in Support of
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`First Day Pleadings [No. 21-30589, Dkt. 5] (the “2021 First Day Declaration”). I incorporate by
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`
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`-2-
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`

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`reference the statements I made in my 2021 First Day Declaration and affirm that they remain
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`true and correct.
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`7.
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`The Debtor continues to believe that the talc produc