Conference report makes the following changes to the 6th edition:

Changes the long title.

Adds Part titles to the bill.

Amends proposed GS 114-9.7, concerning oversight of third-party contracting by the Attorney General, to provide clarifying language that the report due by February 1 is only due following a year in which a state agency has entered into a contingency fee contract with a private attorney.

Provides an effective date for proposed GS Chapter 114, Article 2A, and for clarifying language adding to GS 114-2.3, concerning limited use of private counsel, providing that the sections are effective when they become law, applying to any contract to retain private counsel authorized by the Attorney General entered into on or after that date.

Amends GS 75-137 and GS 75-138, concerning patent abuse assertions, making clarifying changes. 

Amends GS 75-141, concerning enforcement, remedies, and damages for patent abuse assertions, providing that persons who have caused another to deliver or send a demand to a target in North Carolina is subject to suit in North Carolina.

Enacts new GS 55-7-50, Exclusive forum or venue provisions valid, providing that a provision in the articles of incorporation or bylaws of a corporation that specifies a forum/venue in North Carolina as the exclusive forum/venue for litigation concerning the internal affairs of the corporation are valid and enforceable. 

Amends GS Chapter 99E by adding new Article 5, Successor Asbestos-Related Liability.

Adds new GS 99E-40 (Definitions), providing the terms and definitions to be used in this Article, including asbestos claim, corporation, successor, successor asbestos-related liability, transferor.

Creates new GS 99E-42 (Limitation on successor asbestos-related liability), providing that, except as further limited in the statute, the cumulative successor asbestos-related liabilities of a successor corporation are limited to the fair market value of the total gross assets of the transferor, determined at the time of the merger/consolidation. No successor or asbestos-related liabilities are available in excess of this limitation. If a transferor assumes or incurs successor asbestos-related liabilities in connection with a prior merger/consolidation with a prior transferor, the fair market value of the total assets of the prior transferor determined at the time of the earlier merger or consolidation will be substituted for the limitation described above for purposes of determining the limitation of liability of a successor corporation.

Creates new GS 99E-41 (Applicability), establishing that the limitations in GS 99E-42 apply to any successor except for (1)  certain workers' compensation benefits, (2) claims against a corporation that are not considered a successor asbestos-related liability, (3) any obligation under 29 USC 151 or under any collective bargaining agreement, (4) certain successors that continued in the business of mining asbestos or in named related asbestos businesses.

Creates new GS 99E-43 (Establishing fair market value of total gross assets). Allows a successor corporation to establish fair market value of total gross assets for the purpose of limitations under GS 99E-35 through any one of the following methods: (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 arms-length transaction or (2) in the absence of other readily available information from which the fair market value can be determined, by reference to the value of the assets recorded on a balance sheet.

Provides that total gross assets include intangible assets. Sets other conditions to the extent that total gross assets include any liability insurance that was issued to the transferor whose assets are being valued for purposes of this section, no insurance or other obligations will be affected.

Creates new GS 99E-44 (Adjustment), providing that the fair market value of total gross assets at the time of the merger/consolidation will increase annually at a rate equal to the sum of (1) the prime rate as listed in the Wall Street Journal for each calendar year since the merger/consolidation and (2) 1 percent.

The above calculation is subject to the following limitations: (1) the rate defined above cannot be compounded, (2) the adjustment of the fair market value of total gross assets will continue as provided above until the adjusted value is first exceeded by the cumulative amounts of successor asbestos-related liabilities paid or committed to be paid, and (3) no adjustment can be applied to any liability insurance that may be included in the definition of total gross assets in GS 99E-43.

Creates new GS 99E-45 (Scope of Article; application), providing that the article will be liberally construed with regard to successors and it will apply to all asbestos claims filed against a successor on or after the effective date of this act. 

Provides an effective date of January 1, 2015, for the above asbestos related provisions.

House committee substitute makes the following changes to the 3rd edition:

Changes the long title. 

Deletes proposed changes to GS 105-130.3C, concerning the triggering of the corporate income tax rate reduction.

Deletes proposed GS 105-164.13(64), which provided for a tax exemption for 50 percent of the sales price of a modular home or a manufactured home, including all accessories attached when delivered to the purchaser. 

 

Conference report makes the following changes to the 5th edition.

Amends GS 7A-45.3 to exempt an order effecting a settlement agreement or a jury verdict in a complex business case from having to be issued by the presiding Business Court Judge.

Amends GS 7A-45.4 to remove disputes involving unfair competition law from the list of actions which any party may designate as a mandatory complex business case. Deletes the exception to designating disputes that involve enforcing a noncompetition or nonsolicitation covenant against an individual employee as a mandatory complex business case.Deletes requirement that the Chief Justice of the Supreme Court upon receiving a Notice of Designation, via email, from the party designating an action as a mandatory complex business case assign the action to a specific Business Court Judge. Allows a party who opposes the designation of an action as a mandatory complex business case to appeal in accordance with GS 7A-27(a) but deletes the option of appealing the designation under the North Carolina Rules of Appellate Procedure applicable to civil cases. Makes clarifying changes to subsection (g) of GS 7A-45.4 to provide that if an action required to be designated as a mandatory complex business case under subsection (b) of this section is not designated as such, then the Superior Court, where the action has been filed, must enter an order on its own motion to stay the action until it has been designated as a mandatory complex business case by the party required to make that designation in accordance with subsection (b) of this section. Rewrites subsection (h), which provides that nothing in GS 7A-45.4 is intended to allow personal injury actions under tort law to be designated as mandatory complex business cases, to additionally provide that nothing in this section is intended to confer, enlarge, or diminish the subject matter jurisdiction of any court.

Amends GS 7A-305 to to clarify that if a case is designated as a mandatory complex business case under GS 7A-45.4, the party filing the designation must pay an additional $1,100 when the case is assigned to a Business Court Judge. Provides that if a case is designated as a mandatory complex business case under Rule 2.1 and Rule 2.2 of the General Rules of Practice for the Superior and District Courts,the plaintiff must pay an additional $1,100 when the case is assigned to a Business Court Judge. States that the payments go to the support of the General Court of Justice.

Deletes proposed GS 55-7-50, which provided that exclusive forum or venue provisions in acorporation'sbylaws or articles of incorporation for litigation relating to theinternal affairs of the corporation were valid and enforceable.

Amends GS 1A-1, Rule 8(a)(2), to require that in all actions involving a material issue related to any of the subjects listed in subdivisions (1), (2), (3), (4), (5), or (8) of GS 7A-45.4(a), the pleading must state whether or not relief is demanded for damages incurred or to be incurred in an amount equal to or exceeding $5 million. Effective when the section becomes law and applies to all actions begun on or after thatdate.

Alsodeletesprovisions of Section 8 of this act, which established an 18-member WorkingGroup on Judicial Efficiency and Business Court Modernization. Instead, rewrites Section 8 to create a Subcommittee on Business Court Modernization (Subcommittee) within the Joint Legislative Economic Development and Global Engagement Oversight Committee (Committee).

Requires that the Subcommittee have a minimum of six members, with an equal number of Senate and House members appointed by the President Pro Tempore of the Senate (President Pro Tem) and the Speaker of the House (Speaker) from among their respective chambers' membership on the Committee. Directs the Speaker and the President Pro Tem to each select one member to serve as co-chairs of the Subcommittee. Provides that the Subcommittee may study the implementation of this act, its efforts to modernize complex business cases, and legislative improvement to the operations and management of the General Court of Justice. Addresses the organization and functions of the Subcommittee, including access to clerical services and covering the expenses of the Subcommittee. Provides that the Subcommittee may submit an interim report on the results of its study, including any proposed legislation, to the Committee at any time. Requires the Subcommittee to submit its final report on its results, including any proposed legislation, to the Committee before the convening of the 2015 General Assembly. Directs the Committee to submit a final report of its findings and recommendations to the 2015 General Assembly by filing the report with the President Pro Tem, the Speaker, and the Legislative Library. Requires that the Subcommittee terminate either upon the convening of the 2015 General Assembly or the filing of its final report with the Committee, whichever comes first.

Except as otherwise indicated, the effective dates for the provisions of this act remain the same.

Makes conforming changes to the title of this act to reflect the amended content.