Johnson & Johnson tests a legal maneuver known as the Texas Two-Step

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Johnson & Johnson tests a legal maneuver¹ known as the Texas Two-Step

Transcript²

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.

(SOUNDBITE OF LOS ESPLIF'S "INTRO")

1 maneuver   

n.策略[pl.]演习；v.(巧妙)控制；用策略

参考例句：

• All the fighters landed safely on the airport after the military maneuver.在军事演习后，所有战斗机都安全降落在机场上。
• I did get her attention with this maneuver.我用这个策略确实引起了她的注意。

2 transcript   

n.抄本，誊本，副本，肄业证书

参考例句：

• A transcript of the tapes was presented as evidence in court.一份录音带的文字本作为证据被呈交法庭。
• They wouldn't let me have a transcript of the interview.他们拒绝给我一份采访的文字整理稿。

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 )

参考例句：

• The bird had become entangled in the wire netting. 那只小鸟被铁丝网缠住了。
• Some military observers fear the US could get entangled in another war. 一些军事观察家担心美国会卷入另一场战争。 来自《简明英汉词典》

4 lawsuit   

n.诉讼，控诉

参考例句：

• They threatened him with a lawsuit.他们以诉讼威逼他。
• He was perpetually involving himself in this long lawsuit.他使自己无休止地卷入这场长时间的诉讼。

5 lawsuits   

n.诉讼( lawsuit的名词复数 )

参考例句：

• Lawsuits involving property rights and farming and grazing rights increased markedly. 涉及财产权，耕作与放牧权的诉讼案件显著地增加。 来自辞典例句
• I've lost and won more lawsuits than any man in England. 全英国的人算我官司打得最多，赢的也多，输的也多。 来自辞典例句

6 tricky   

adj.狡猾的，奸诈的；(工作等)棘手的，微妙的

参考例句：

• I'm in a rather tricky position.Can you help me out?我的处境很棘手，你能帮我吗？
• He avoided this tricky question and talked in generalities.他回避了这个非常微妙的问题，只做了个笼统的表述。

7 indicator   

n.指标；指示物，指示者；指示器

参考例句：

• Gold prices are often seen as an indicator of inflation.黃金价格常常被看作是通货膨胀的指标。
• His left-hand indicator is flashing.他左手边的转向灯正在闪亮。

8 byline   

n.署名；v.署名

参考例句：

• His byline was absent as well.他的署名也不见了。
• We wish to thank the author of this article which carries no byline.我们要感谢这篇文章的那位没有署名的作者。

9 multinational   

adj.多国的，多种国籍的；n.多国籍公司，跨国公司

参考例句：

• The firm was taken over by a multinational consulting firm.这家公司被一个跨国咨询公司收购。
• He analyzed the relationship between multinational corporations and under-developed countries.他分析了跨国公司和不发达国家之间的关系。

10 jersey   

n.运动衫

参考例句：

• He wears a cotton jersey when he plays football.他穿运动衫踢足球。
• They were dressed alike in blue jersey and knickers.他们穿着一致，都是蓝色的运动衫和灯笼短裤。

11 tactic   

n.战略，策略；adj.战术的，有策略的

参考例句：

• Reducing prices is a common sales tactic.降价是常用的销售策略。
• She had often used the tactic of threatening to resign.她惯用以辞职相威胁的手法。

12 economist   

n.经济学家，经济专家，节俭的人

参考例句：

• He cast a professional economist's eyes on the problem.他以经济学行家的眼光审视这个问题。
• He's an economist who thinks he knows all the answers.他是个经济学家，自以为什么都懂。

13 bankruptcy   

n.破产；无偿付能力

参考例句：

• You will have to pull in if you want to escape bankruptcy.如果你想避免破产，就必须节省开支。
• His firm is just on thin ice of bankruptcy.他的商号正面临破产的危险。

14 immediate   

adj.立即的；直接的，最接近的；紧靠的

参考例句：

• His immediate neighbours felt it their duty to call.他的近邻认为他们有责任去拜访。
• We declared ourselves for the immediate convocation of the meeting.我们主张立即召开这个会议。

15 dealing   

n.经商方法，待人态度

参考例句：

• This store has an excellent reputation for fair dealing.该商店因买卖公道而享有极高的声誉。
• His fair dealing earned our confidence.他的诚实的行为获得我们的信任。

16 explicitly   

ad.明确地，显然地

参考例句：

• The plan does not explicitly endorse the private ownership of land. 该计划没有明确地支持土地私有制。
• SARA amended section 113 to provide explicitly for a right to contribution. 《最高基金修正与再授权法案》修正了第123条，清楚地规定了分配权。 来自英汉非文学 - 环境法 - 环境法

17 creditor   

n.债仅人，债主，贷方

参考例句：

• The boss assigned his car to his creditor.那工头把自己的小汽车让与了债权人。
• I had to run away from my creditor whom I made a usurious loan.我借了高利贷不得不四处躲债。

18 creditors   

n.债权人，债主( creditor的名词复数 )

参考例句：

• They agreed to repay their creditors over a period of three years. 他们同意3年内向债主还清欠款。 来自《简明英汉词典》
• Creditors could obtain a writ for the arrest of their debtors. 债权人可以获得逮捕债务人的令状。 来自《简明英汉词典》

19 funnels   

漏斗( funnel的名词复数 )； （轮船，火车等的）烟囱

参考例句：

• Conventional equipment such as mixing funnels, pumps, solids eductors and the like can be employed. 常用的设备，例如混合漏斗、泵、固体引射器等，都可使用。
• A jet of smoke sprang out of the funnels. 喷射的烟雾从烟囱里冒了出来。