Vanderbilt Minerals, LLC

1
THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF NEW YORK
In re:
Vanderbilt Minerals, LLC,
Debtor.
Chapter 11
Case No. 26-60110 (WAK)
MEMORANDUM DECISION ON
MOTION TO APPROVE GLOBAL SETTLEMENT
Before the Court is the Settlement Motion1 filed by Vanderbilt Minerals, LLC (the
“Debtor”) at the sole direction of its Independent Manager and the Sole Member of the
1 Motion of the Debtor at the Sole Direction of Independent Manager and Sole Member of the Independent Special
Committee of the Debtor for Entry of an Order (I) Approving the Global Settlement Between the Debtor and R.T.
Vanderbilt Holding Co., Inc. and Certain of its Subsidiaries; and (II) Granting Related Relief (the “Motion” at Doc.
22). The Motion is supported by the following: (i) Declaration of Ben Pickering, in his Capacity as Independent
Manager and Sole Member of the Independent Special Committee, in Support of the Global Settlement Motion (the
“Pickering Declaration” at Doc. 23); (ii) Commodore’s Reply to United States Trustee and Creditors Committee
Objections to Global Settlement (the “Commodore Reply” at Doc. 358); (iii) Reply of the Debtor at the Sole Direction
of Independent Manager and Sole Member of the Independent Special Committee in Support of Motion for Entry of
an Order (I) Approving the Global Settlement Between the Debtor and R.T. Vanderbilt Holding Co., Inc. and Certain
of its Subsidiaries; and (II) Granting Related Relief (the “Debtor Reply” at Doc. 359); and (iv) R.T. Vanderbilt’s
Response in Support of Motion for Entry of Order Approving the Global Settlement Between Debtor and R.T.
Vanderbilt Holding Co., Inc. and Certain of its Subsidiaries (the “Holdings Reply” at Doc. 363).
Signed this 27 day of April, 2026.
Wendy A. Kinsella
_______________________________
United States Bankruptcy Judge
So Ordered.
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 1 of 25

2
Independent Special Committee, Ben Pickering (“Mr. Pickering”).2 	The United States Trustee
(the “UST”) and the Official Committee of Unsecured Creditors (the “UCC”) each filed objections
to the Motion.3
The Motion seeks approval of a global settlement (the “Global Settlement”) between the
Debtor and its affiliates, R.T. Vanderbilt Holding Company, Inc. (“Holdings”), Vanderbilt
Chemicals, LLC (“Chemicals”), Vanderbilt Global Services, LLC (“Global Services”), Vanderbilt
Worldwide, LLC (“Worldwide”), and Advanced Milling Technologies, LLC (“AMT,” and
collectively with Holdings, Chemicals, Global Services, and Worldwide, “RTV”). 	The Global
Settlement resolves intercompany claims due to the Debtor in exchange for the transfer of certain
Settlement Assets4 to the Debtor to be included in a pending section 363 sale of the Debtor’s
business as a going concern. The primary disputes are: (a) whether the Global Settlement, as an
insider transaction, meets the heightened standard for approval under Rule 9019 and the Iridium
factors; and (b) whether the Debtor’s broad release of claims against RTV is permissible and
appropriate.
2 For purposes of this Memorandum Decision, the Court will refer to the Debtor but any arguments in support of the
Motion were made by, or on behalf of, Mr. Pickering in his capacity as its Independent Manager and the Sole Member
of the Independent Special Committee, unless noted otherwise.
3 United States Trustee’s Objection to the Debtor’s Motion for Entry of an Order Approving the Global Settlement
Between the Debtor and R.T. Vanderbilt Holding Co., Inc. and Certain Subsidiaries; and Granting Related Relief (the
“UST Objection” at Doc. 306) and the Objection of the Official Committee of Unsecured Creditors to Motion of the
Debtor at the Sole Direction of Independent Manager and Sole Member of the Independent Special Committee of the
Debtor for Entry of an Order (I) Approving the Global Settlement Between the Debtor and R.T. Vanderbilt Holding
Co., Inc. and Certain of its Subsidiaries; and (II) Granting Related Relief (the “UCC Objection” at Doc. 309; together
with the UST Objection are the “Objections”). The UCC Objection is supported by the following: (i) Declaration of
Eric R. Goodman in Support of the Objection of the Official Committee of Unsecured Creditors to Motion of the
Debtor at the Sole Direction of Independent Manager and Sole Member of the Independent Special Committee of the
Debtor for Entry of an Order (I) Approving the Global Settlement Between the Debtor and R.T. Vanderbilt Holding
Co., Inc. and Certain of Its Subsidiaries; and (II) Granting Related Relief (the “Goodman Declaration” at Doc. 310);
(ii) Amended Declaration of Eric R. Goodman in Support of the Objection of the Official Committee of Unsecured
Creditors to Motion of the Debtor at the Sole Direction of Independent Manager and Sole Member of the Independent
Special Committee of the Debtor for Entry of an Order (I) Approving the Global Settlement Between the Debtor and
R.T. Vanderbilt Holding Co., Inc. and Certain of its Subsidiaries; and (II) Granting Related Relief (the “Amended
Goodman Declaration” at Doc. 323).
4 The Settlement Assets are listed as: (i) the VEEGUM® Plant in Murray, KY; (ii) the Lyles mine in Arizona; (iii) the
Netzsch Mill; and (iv) other equipment utilized in the Debtor’s day-to-day operations.
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 2 of 25

3
A hearing (the “Hearing”)5 was held on April 16-17, 2026.6 After testimony and argument
concluded, the Court adjourned for an oral ruling on April 22, 2026, at which time it granted the
Motion. The Court issues this Memorandum Decision to memorialize its findings.
I. 	Jurisdiction
The Court has jurisdiction to hear and decide this case pursuant to 28 U.S.C. §§ 1334, and
157. 	Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409, and this is a core proceeding
pursuant to 28 U.S.C. § 157(b)(2).
II. 	Background
The Court assumes the parties’ familiarity with the general background of the bankruptcy
case and will only set out the facts necessary for a resolution of the Motion and the Objections.
In 2012-2013, the Debtor’s predecessor, R.T. Vanderbilt Company Inc., engaged in
restructuring transactions wherein it separated the chemicals and mining businesses and created,
inter alia, the Debtor (the “2013 Restructuring”). Holdings was established as the parent company,
the Debtor and Chemicals became the operating entities, and the other affiliates were formed to
provide certain administrative and support services pursuant to several intercompany service
5 The following documents were admitted into evidence at the Hearing: (i) Special Committee Exhibit 1 (“Settlement
and Release Agreement”); (ii) Special Committee Exhibit 2 (“December 15, 2025 Presentation”); (iii) Special
Committee Exhibit 3 (“January 27, 2026 Presentation”); (iv) Special Committee Exhibit 4 (“February 13, 2026
Presentation”); (v) Special Committee Exhibit 8 (the “Timeline”); (vi) UCC Exhibit 39 (“November 9, 2025 email
from Vomero to Pickering et al.); (vii) UCC Exhibit 49 (“December 15, 2025 Presentation – Redacted”); (viii) UCC
Exhibit 250 (“December 15, 2025 Presentation – Unredacted”); (ix) UCC Exhibit 55 (“Second Amended Promissory
Note”); (x) UCC Exhibit 150 (“Declaration of Michael Atkinson”); (xi) UCC Exhibit 242 (“January 21, 2026 email
from Pickering to McKee”); (xii) UCC Exhibit 243 (“January 15, 2026 email from Giglio to Pickering”); (xiii)
Holdings Exhibit 2 (“Declaration of Michael Weiss”); (xiv) Holdings Exhibit 3 (“Cash flow 2023–2024”); (xv)
Holdings Exhibit 4 (“SAP Entries v. Economic Reality Flow Chart”); (xvi) Holdings Exhibit 5 (“Five-year Projections
– 2025–2030”); (xvii) Holdings Exhibit 6 (“Declaration of Michael Wyse April 8, 2026”); (xviii) Holdings Exhibit 7
(“March 1, 2024 Amended and Restated Credit and Security Agreement“); (xix) Holdings Exhibit 8 (“Subordination
Agreement – July 27, 2016”); (xx) Holdings Exhibit 9 (“Union Contract between Chemicals and Steel Union”).
6 Transcript of Motion to Settle filed by Vanderbilt Minerals, LLC (Doc. No. 22), Motion to Seal Document Filed by
Official Committee of Unsecured Creditors (Doc. No. 311) dated April 16, 2026 (the “April 16 Transcript” at Doc.
466) and Transcript of Motion to Settle filed by Vanderbilt Minerals, LLC (Doc. No. 22), dated April 17, 2026 (the
“April 17 Transcript” at Doc. 467).
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 3 of 25

4
agreements (“Intercompany Agreements”). 	Since that time, the Debtor has operated certain
mining and related businesses that is comprised of a complex set of assets that includes
substantially all assets owned by the Debtor and certain assets owned by RTV – specifically the
VEEGUM® Plant in Murray, KY (which is part of a larger chemical processing facility critical to
Chemicals’ business), the Lyles mine in Arizona, and the Netzsch Mill and other equipment
utilized in the Debtor’s day-to-day operations, that are the subject of the Settlement Motion.
Motion, at ¶ 4.
In the years after the 2013 Restructuring, the Debtor continued to face rising costs from
talc litigation and settlements, including large adverse verdicts in 2024 and 2025. 	It began to
explore its options for a strategic restructuring and hired Dean Vomero of Applied Business
Strategies (“ABS”) as Chief Restructuring Officer. Based on Mr. Vomero’s review of the Debtor’s
financial condition, including the pending talc litigation, he concluded that restructuring was
necessary because the Debtor would not be able to grow and improve its business with the talc
litigation and associated defense costs mounting. Mr. Vomero concluded that a section 363 sale
through bankruptcy would maximize the value of the Debtor’s assets. Declaration of Dean Vomero
in Support of the Bidding Procedures and DIP Financing Motions, Doc. 19, at ¶¶ 8–9. As a result,
in August 2025, the Debtor hired Greenhill & Co., LLC to investigate debtor in possession
financing opportunities and to market its assets for sale, but “it became clear that in order to achieve
a value-maximizing sale the Debtor would need to include the Settlement Assets among those
being marketed as part of the Debtor’s business.” See Motion, at ¶ 14; see also, April 16 Transcript,
at 25:2–20.
Around that same time frame, in September, 2025, the Debtor, through its board of
managers, appointed Ben Pickering as an independent manager, and assigned him the task of
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 4 of 25

5
“review[ing] and monitor[ing] the transactions and relationships between (i) the Debtor and (ii)
Holdings and its other subsidiaries (collectively, the “Intercompany Matters”), identify[ing] and
address[ing] potential conflicts of interest in relation to the Intercompany Matters, request[ing]
and review[ing] reports from management regarding the Intercompany Matters, and represent[ing]
and negotiat[ing] on behalf of the Debtor with respect to any resolution regarding the
Intercompany Matters.” Motion, at ¶ 23. After performing an independent investigation with the
assistance of his independent legal counsel, Katten Muchin Rosenman, LLP (“Katten”), Mr.
Pickering identified several potential claims against Holdings and the affiliates that he believed
were not viable, but also identified viable claims for amounts due to the Debtor pursuant to: (i) an
Intercompany Note due from Holdings, (ii) a net balance owed from Holdings as a result of the
centralized cash management system, and (iii) certain aged accounts receivable owed by
Worldwide (the “Outstanding RTV Obligations”). The Outstanding RTV Obligations served as
the basis for negotiating the Global Settlement.
Upon commencing this case on February 16, 2026, the Debtor, through Mr. Pickering,
immediately filed this Motion along with the DIP Financing Motion7 and the Sale Motion.8 Those
motions, with the Settlement Motion, comprise the infamous “three legged stool” that the Debtor
has argued is crucial to successfully navigate its chapter 11 case. Approval of this Motion allows
7 Motion Pursuant to Sections 105, 362, 363, 503, 507 and 552 of the Bankruptcy Code, Bankruptcy Rules 2002, 4001,
6004 and 9014 and Local Rules 2002-1, 4001-2 and 9013-1 for Interim and Final Orders (I) Authorizing the Debtor
to Obtain Postpetition Financing, (II) Granting Liens and Providing Superpriority Administrative Expense Status,
(III) Modifying the Automatic Stay, (IV) Scheduling a Final Hearing and (V) Granting Related Relief (the “DIP
Financing Motion” at Doc. 17).
8 Motion for Entry of Orders (I)(A) Approving Bidding Procedures for the Sale of Substantially all of the Debtor's
Assets, (B) Authorizing the Debtor to Enter Into the Stalking Horse Agreement and to Provide Bidding Protections
Thereunder, (C) Scheduling an Auction and Approving the Form and Manner of Notice Thereof, (D) Approving
Assumption and Assignment Procedures, (E) Scheduling a Sale Hearing and Approving the Form and Manner of
Notice Thereof and (F) Granting Related Relief; and (II)(A) Approving the Sale of the Debtor's Assets Free and Clear
Of Liens, Claims, Interests and Encumbrances, (B) Approving the Assumption and Assignment of Executory Contracts
and Unexpired Leases and (C) Granting Related Relief (the “Sale Motion” at Doc. 16).
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 5 of 25

6
the Debtor to obtain the Settlement Assets from the affiliates in satisfaction of the Outstanding
RTV Obligations. 	Those assets will then be pledged as security for the final DIP loan9 and
included in the proposed section 363 sale. Both the DIP Motion and the Sale Motion are still
pending before the Court.
a. 	The Hearing
At the Hearing, the Court first heard testimony from Eric Mendelsohn, a Managing
Director and Co-Head of North American Financing Advisory and Restructuring at Greenhill &
Co., LLC, investment banker for the Debtor. Mr. Mendelsohn testified about the process employed
to obtain debtor in possession financing and the marketing of the Debtor’s assets. 	He testified
potential purchasers expressed an interest in buying the assets and but he heard from those parties
the “non-debtor assets, are really critical to the operation of the VEEGUM® family of products.”
April 16 Transcript, 24:11–25 and 25:1–12. 	He stated Greenhill “receive[d] feedback from
potential buyers and lenders that they would like to have those non-debtor assets to be part of the
sale of part of the assets on which they would lend money.” 	Id. at 	25:17–20. 	“Every single
[indication of interest] was either verbally or in their letters told us that they wanted those assets.”
Id. at 26:2–3. Mr. Mendelsohn stated the non-debtor Settlement Assets provide value to the estate
and are important to bidders to maximize value. Id. at 26:4–17.
Mr. Pickering was then called to the stand. He discussed his extensive qualifications as a
CPA(CA), Chartered Insolvency and Restructuring Professional and a Licensed Insolvency
Trustee (Canada). His experience included senior roles at Ernst & Young LLP, Mesirow Financial
9 Pursuant to the Order (I) Approving Bidding Procedures for the Sale of Substantially all of the Debtor's Assets, (II)
Authorizing the Debtor to Enter Into the Stalking Horse Agreement and To Provide Bidding Protections Thereunder,
(III) Scheduling an Auction and Approving the Form and Manner of Notice Thereof, (IV) Approving Assumption and
Assignment Procedures, (V) Scheduling a Sale Hearing and Approving the Form and Manner of Notice Thereof and
(VI) Granting Related Relief (the “Bid Procedures Order” at Doc. 244). Commodore Materials, LLC (“Commodore”)
was designated as the stalking horse purchaser. An affiliate of Commodore is the lender for the DIP Financing Motion.
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 6 of 25

7
Consulting, Inc., KPMG LLP and Deloitte & Touche, LLP. 	Mr. Pickering testified that he had
never worked with, or had any prior relationship with, the Debtor, Holdings, or other non-debtor
affiliates until his engagement as an independent manager. Mr. Pickering disclosed that he only
knew Mr. Vomero through prior work engagements. He confirmed that he was hired to look at
intercompany transactions and claims and that the Debtor’s Board of Directors did not put any
limitations on his investigation nor did they attempt to influence the outcome of it. Id. 34:17–35:4.
Mr. Pickering testified that he undertook an investigation of insider causes of action,
explaining in detail the research and steps he took to understand and explore intercompany matters,
including the cash management system. He stated that an error in the cash management system led
to a discrepancy wherein the Global Netting10 was completed in order to correct the system flaw
and accurately reflect the true amount due from Holdings to the Debtor. He explained in detail his
assumptions and calculations in arriving at the present value due to the Debtor on the Outstanding
RTV Obligations after consultation with Greenhill and Mr. Vomero. See generally, id. at 85:1–
92:6.
Mr. Pickering discussed recoveries through litigation, what debts were owing, and potential
claims relating to intercompany transactions. He stated he analyzed alter ego, veil piercing, and
successor liability claims (collectively, the “Alter Ego Claims”). He repeatedly consulted with
Katten and testified regarding his reliance on three presentations Katten prepared for him that
detailed the investigation and contained a legal analysis of intercompany claims and defenses that
may be raised.11 	See December 15, 2025 Presentation, January 27, 2026 Presentation and
10 The Global Netting transaction was disclosed on the Statement of Financial Affairs. (Doc. 171, pp. 15–16, section
13).
11 Pursuant to the Court’s oral ruling on the UCC’s Motion to Compel, Mr. Pickering was directed to either produce
unredacted versions of the Presentations, or he would be precluded from offering any testimony at trial that he relied
on the legal advice contained therein.
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 7 of 25

8
February 13, 2026 Presentation (the “Presentations”). After analyzing all of the information, he
concluded that $19M to $27M was the range of potential recoveries by the Debtor on the
Outstanding RTV Obligations, April 16 Transcript, 85:11–15, and the Settlement Assets along
with the support services and other consideration going to the Debtor through the Global
Settlement was valued at $27.1M. 	Id. at 92:18–93:24. 	Mr. Pickering stated the negotiations
resulted in the Debtor having received the “top of the range.” Id. at 93:20–94:5. He also concluded
that the Global Settlement was “fair and reasonable” because it provides a benefit to the Debtor’s
creditors that if not approved, would be significantly less given they would not have the benefit of
the VEEGUM® assets and the likelihood of litigation and collection risks. See id. at 116:4–117:5.
During cross examination, Mr. Pickering conceded that he did not spend much time
analyzing the 2013 Restructuring that led to the creation of the Debtor, Holdings, and other non-
debtor affiliates. He also did not analyze or estimate the amount of potential talc liabilities that
may come due. The UCC asked him about perceived deficiencies in his investigation that: (i)
unlike his other interviews of various company personnel, Mr. Pickering did not take notes during
his several meetings with Mr. Vomero; and (ii) he did not directly speak to Randall Johnson,
President of Holdings and a former Board Member of the Debtor. The UCC focused on language
contained in emails from Mr. Johnson where he stated Holdings “pulls all of the strings” and that
the Debtor’s board provided a “rubber stamp” for Holdings’ decisions, to highlight that Holdings
may have exercised domination and control over the Debtor that could lend credence to the Alter
Ego Claims.12
12 The UCC highlighted an inconsistency between the redacted Presentation and the unredacted Presentation that were
produced through discovery; counsel for Mr. Pickering claimed the inconsistency was the result of a law firm clerical
error and should not be imputed to Mr. Pickering’s credibility.
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 8 of 25

9
Michael Wyse, managing partner at Wyse Advisors, LLC then testified as the financial
advisor to Holdings and its non-debtor subsidiaries. He agreed with much of Mr. Pickering’s
testimony about the amounts due between the Debtor and its affiliates and stated he verified the
calculations with respect to the Global Netting transaction. Under cross examination, he admitted
he was hired in November of 2025, approximately six months after the Global Netting transaction
took place. He also noted that because he was engaged on behalf of Holdings, he did not analyze
the value of the settlement for Minerals. See id. at 206:9–12.
Michael Atkinson, a partner with Province LLC, testified as the UCC’s financial expert
with experience in estimating mass tort claim liability. After his detailed analysis, he concluded
the liability for future talc litigation claims in the next 30 years was approximately $525M, and
therefore the potential 1% payment to claimants under the Global Settlement was not reasonable.
See id. at 210:6–11. On cross-examination, Mr. Atkinson conceded that he did not have access to
much of the data that Mr. Pickering had which could have provided additional information on the
value of future talc litigation claims, calling into question his estimated value of $525M. See id.
232:12–235:5.
III. 	Legal Analysis
a. 	Purdue End Around
Before the Court reaches the Rule 9019 and Iridium factor analysis, it must decide if the
proposed settlement releases sought run afoul of Purdue Pharma, which prohibits non-consensual
releases of claims against non-debtor third parties. Harrington v. Purdue Pharma L.P., 603 U.S.
204, 226 (2024). The UCC and UST allege the Debtor is seeking to release the talc claimants’
Alter Ego Claims against the non-debtor affiliates without their consent. The UCC argues that the
Motion “should be rejected to the extent that it seeks to settle and release the tort claimants’ state
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 9 of 25

10
law claims, rights and remedies against non-debtor parties.” UCC Objection, at ¶ 132. The Debtor
counters that the Alter Ego Claims are property of the estate that it has authority to settle and
release. This gatekeeping issue must be resolved first, as the remaining arguments would be
rendered moot if the Court were to adopt this “Purdue End Around” argument advanced by the
UCC and the UST.
Recently, the Second Circuit considered the authority of a chapter 11 trustee to recover
assets from the debtor’s affiliate using alter ego and veil piercing theories. HK Int’l Funds Invs.
(USA) Ltd., LLC v. Despins (In re Kwok), No. 24-2504, 2026 WL 922975 (2d Cir. Apr. 6, 2026).
The Second Circuit noted: “section 544(a) permits the trustee to assert any generalized claims that
would belong to a hypothetical high-priority lien creditor,” and the determination of whether such
a claim belongs to the estate is determined through state law. Id. at *4. The Court then reiterated
the test to determine whether a claim belongs to an estate is to distinguish between “personal” and
“general” claims. Id. at *5 (citing In re Nordlicht, 115 F.4th 90, 105 (2d Cir. 2024)). “If a claim
is a general one, with no particularized injury arising from it, and if that claim could be brought by
any creditor of the debtor, the trustee is the proper person to assert the claim.” Id. (quoting St. Paul
Fire & Marine Ins. Co. v. PepsiCo, Inc., 884 F.2d 688, 701 (2d Cir. 1989)). And, “[b]y contrast,
creditors – not the trustee – ‘are exclusively entitled to pursue personal claims,’ which belong only
to specific sets of creditors harmed in particular ways.” Id. (citation omitted) (also holding that
“trustees may assert generalized alter-ego claims either under section 544 or – if those claims also
belong to the estate itself – under section 541”).
The Kwok court, citing In re Nordlicht, found that “reverse veil-piercing claim[s] [are] . . .
general.” In re Kwok, 2026 WL 922975 at *5. These reverse veil piercing claims “increas[e] the
basket of assets that could be used to satisfy any and all liabilities owed by the debtor[,]” and “[a]s
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 10 of 25

11
such, they are general claims that enlarge the size of the bankruptcy estate for all creditors – not
particular claims that only certain subsets of creditors could assert.” Id. 	In concluding that veil
piercing and alter ego claims are general claims, the Second Circuit conclusively established those
claims belong to the estate. Id. This logic similarly applies to successor liability claims.
Here, the record is clear that any direct claims by talc claimants against the parties to the
Global Settlement are not being released. See, e.g., Holdings Reply, at ¶ 3 (“direct claims held by
third party individual plaintiffs are not impacted or released by the Global Settlement”); id. at ¶ 18
(“The Global Settlement does not contain any Purdue-type nonconsensual third-party releases. Nor
does it contain any releases of direct liability claims against either the Debtor or R.T. Vanderbilt.
No party is stripped of any direct claims without its consent.”). 	In addition, the record
demonstrates that direct claims against officers and directors are not being released. See Debtor
Reply, at ¶ 7 (“[t]he Settlement does not release any claims— direct or derivative—against the
Debtor’s directors or officers”); id. at ¶ 63 (“[t]he Settlement does not release the Debtor’s officers
and directors from estate causes of action. To the extent any such individual qualifies as a
“Representative” of a released party, any release would run only in that capacity, not in his or her
capacity as an officer or director of the Debtor.”). Therefore, in the event that talc claimants intend
to assert direct claims against Holdings, non-debtor affiliates or directors and officers of the
Debtor, those rights are preserved. Thus, the UST and UCC’s position that the approval of the
settlement would violate Purdue Pharma is in error as talc claimant’s direct claims are not being
released without their consent.
b. 	Heightened Standard for Review
Having determined the proposed releases do not violate Purdue Pharma, the Court turns
to the settlement. 	Settling estate claims naturally implicates section 363, which states that “the
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 11 of 25

12
trustee, after notice and a hearing, may use, sell, or lease, other than in the ordinary course of
business, property of the estate.” 11 U.S.C. § 363(b)(1); Wyse v Fuller (In re Voyager Digital
Holdings, Inc.), Nos. 22-10943, 24-01454, 2025 Bankr. LEXIS 1170, at *35 (Bankr. S.D.N.Y.
May 12, 2025) (“A debtor cannot dispose of such claims without the approval of the bankruptcy
court. 11 U.S.C. § 363(b). A debtor also cannot settle or abandon claims without court approval.
11 U.S.C. § 554; Fed. R. Bankr. P. 6007, 9019”).
The standard for determining whether to grant relief under section 363 is whether the
debtor exercised sound business judgment. See In re Giftcraft Ltd., 672 B.R. 173, 180 (Bankr.
S.D.N.Y. 2025). However, courts have held that transactions that benefit insiders must withstand
heightened scrutiny. See In re Enron Corp., 335 B.R. 22, 28 (S.D.N.Y. 2005).
Given the insider transactions at issue, the parties agreed at the Hearing that the standard
to be employed is that of heightened scrutiny. Therefore, “some skepticism” must be applied when
analyzing whether the Motion should be granted. See In re Chassix Holdings, Inc., 533 B.R. 64,
70 (Bankr. S.D.N.Y. 2015).
In applying heightened scrutiny, courts analyze the integrity of the transaction and examine
“whether the process and price of a proposed transaction not only appear fair but are fair and
whether fiduciary duties were properly taken into consideration.” In re Innkeepers USA Tr., 442
B.R. 227, 231 (Bankr. S.D.N.Y. 2010). In addition, courts assess “the bona fides of a transaction
among a debtor and an insider of the debtor,” looking at the “entire fairness” of the transaction at
issue. In re LATAM Airlines Grp. S.A., 620 B.R. 722, 769 (Bankr. S.D.N.Y. 2020).
c. 	The Settlement
Turning to the merits of the Motion, Federal Rule of Bankruptcy Procedure 9019(a)
provides, in relevant part, that “[o]n the trustee’s motion and after notice and a hearing, the court
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 12 of 25

13
may approve a compromise or settlement.” Fed. R. Bankr. P. 9019.
“Settlements and compromises are favored in bankruptcy as they minimize costly litigation
and further parties’ interests in expediting the administration of the bankruptcy estate.” In re
Dewey & LeBoeuf LLP, 478 B.R. 627, 640 (S.D.N.Y. 2012). 	As a general rule, “[i]t is not the
court's task to determine whether the settlement proposed by the parties is the best possible, or
fairest, or most appropriate resolution of the dispute.” O'Connell v. Packles (In re Hilsen), 404
B.R. 58, 70 (Bankr. E.D.N.Y. 2009). Instead, it must be fair and equitable. See In re Comair Ltd.,
2025 Bankr. LEXIS 2811, at *12–13 (Bankr. S.D.N.Y. 2025).
d. 	Iridium Factors
In the Second Circuit, the analysis to determine whether a settlement is fair and equitable
is dictated by the Iridium factors. See Motorola, Inc. v. Official Comm. of Unsecured Creditors (In
re Iridium Operating LLC), 478 F.3d 452, 462 (2d Cir. 2007). The Iridium factors consider:
(1) a comparison between the possibility of success and the benefits offered by the
settlement;
(2) the likelihood of complex and protracted litigation in the absence of a
settlement;
(3) the interests of creditors, including “the degree to which creditors either do not
object to or affirmatively support the proposed settlement;”
(4) whether other parties in interest support the settlement;
(5) the competency and experience of counsel supporting the settlement and the
experience of the bankruptcy judge in reviewing the settlement;
(6) the nature and breadth of the releases to be obtained by officers and directors;
and
(7) the extent to which the settlement is the result of arm's-length bargaining.
See id. at 462.
The Debtor argues that all Iridium factors are met here. See Motion, at ¶¶ 58–73. By
contrast, the UST and UCC argue none of the Iridium factors are met. See UST Objection, at ¶¶
11–19 and UCC Objection, at ¶¶ 236–67. The Court shall analyze each factor in turn.
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 13 of 25

14
i. 	Balancing Litigation Success and Settlement
In balancing the litigation success and settlement factor, the Debtor contends the settlement
provides a mechanism to continue operations, consummate a sale and maximize the recovery to
creditors such that the benefits from the settlement outweigh the potential for recovery if the claims
were litigated. Motion, at ¶ 60. The time, cost and uncertainty in prosecuting the claims balanced
against the terms of the settlement weigh in favor of the settlement. Id. at ¶ 61. The UST argues
that the “record does not provide a sufficient basis for the Court to determine whether the
consideration being provided exceeds the potential value of the claims being released.” UST
Objection, at ¶ 11. The UCC agrees, noting that “at this stage, due to the significant intertwining
of the Debtor and the non-debtor affiliates, the Committee has been unable to perform proper due
diligence into these intercompany claims, or determine if there are other, additional intercompany
or shareholder transactions that should be investigated that may have similarly high chances of
success.” UCC Objection, at ¶ 238.
The first factor is one of the most important factors to consider. See In re LATAM Airlines
Grp. S.A., No. 20-11254, 2022 WL 272167 at *21 (Bankr. S.D.N.Y. Jan. 28, 2022). The Court
need not “hold a mini trial” on the merits of the potential claims. In re Enron Corp., No. 02 CIV.
8489 (AKH), 2003 WL 230838, at *2 (S.D.N.Y. Jan. 31, 2003). In fact, courts have held that
“[w]hen claims at issue in a settlement raise complex questions of fact and law that are not easily
decided, courts find that the first Iridium Factor weighs towards approving a settlement.” In re
LATAM Airlines Grp. S.A., 2022 WL 272167 at *21; see In re NII Holdings, Inc., 536 B.R. 61,
122 (Bankr. S.D.N.Y. 2015). Nevertheless, a court “should form an educated estimate of the
complexity, expense, and likely duration of such litigation, the possible difficulties of collecting
on any judgment which might be obtained, and all other factors relevant to a full and fair
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 14 of 25

15
assessment.” In re Comair Ltd. (in Liquidation), No. 21-10298 (JLG), 2025 WL 3037797, at *4
(Bankr. S.D.N.Y. Oct. 30, 2025) (quoting Protective Comm. for Indep. S'holders of TMT Trailer
Ferry, Inc. v. Anderson, 390 U.S. 414, 424 (1968)).
As the Debtor is a Delaware limited liability company, Delaware state law governs the
analysis of the Alter Ego Claims. 	Delaware law contemplates a veil piercing scenario in
“exceptional cases.” Vichi v. Koninklijke Philips Elecs. N.V., 62 A.3d 26, 49 (Del. Ch. 2012). The
standard is high. “Delaware public policy disfavors disregarding the separate legal existence of
business entities.” Paul Elton, LLC v. Rommel Del., LLC, 2020 WL 2203708, at *14 (Del. Ch.
May 7, 2020); see Wallace ex rel. Cencom Cable Income P'rs II, L.P. v. Wood, 752 A.2d 1175,
1183 (Del. Ch. 1999) (“Persuading a Delaware court to disregard the corporate entity is a difficult
task.”). Delaware courts consider a number of factors in determining to pierce the corporate veil:
“(1) whether the company was adequately capitalized for the undertaking; (2) whether the
company was solvent; (3) whether corporate formalities were observed; (4) whether the dominant
shareholder siphoned company funds; and (5) whether, in general, the company simply functioned
as a facade for the dominant shareholder.” Manichaean Cap., LLC v. Exela Techs., Inc., 251 A.3d
694, 706 (Del. Ch. 2021).
Here, the Pickering Declaration and Mr. Pickering’s testimony detailed the underlying
investigation, assumptions and analysis that he used to assess the potential success of litigation on
the Alter Ego Claims under Delaware law and on all intercompany claims. The January 27, 2026
Presentation indicated Katten reviewed 1,782 pages of the Debtor’s documents relating to the
Intercompany Matters from 2013 to present and reviewed 4,743 pages plus 340 excel spreadsheets
from Holdings and its subsidiaries in response to various due diligence requests. January 27, 2026
Presentation, pp. 7–8. 	After that extensive review, Mr. Pickering identified six related party
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 15 of 25

16
transactions that he investigated, and repeatedly testified that he did not believe there were “viable
and valuable” causes of action with respect to three of those transactions, including the Alter Ego
Claims. 	He discussed Delaware’s high standard that “total dominance and control” over the
Debtor must be demonstrated to be successful on any such claims. Mr. Pickering testified about
the separateness of the Debtor from the non-debtor affiliates including operations, location and
corporate governance. He noted the corporate structure and cash management systems in place
here were common with these types of companies. He therefore determined the Alter Ego Claims
were not worth pursuing.
After concluding the Outstanding RTV Obligations remained as the only viable claims,
Mr. Pickering provided an in depth assessment of the possibility of success along with the risks of
litigation, and the time and expenses involved. He discussed his rationale for settling those claims.
He testified that the Intercompany Note was not in default and did not mature until 2037, so the
Debtor lacked legal grounds to bring a cause of action to recover on that debt. April 16 Transcript,
62:18–63:13. He detailed his assumptions and methodology for discounting the accounts
receivable because of the risk of litigation and accumulating attorneys’ fees. 	Id. at 79:6–85:19.
He also reviewed the financial statements of the potential insider defendants to properly consider
the collectability of any judgment. Id. at 107:6–113:18. He reviewed the value of the Settlement
Assets and support services being provided to the Debtor in satisfaction of the RTV Obligations,
and concluded the consideration being paid was at the high end of his expected recovery. Id. at
85:1–92:6. As a result, he concluded the Global Settlement’s benefits outweighed any possibility
of success in litigation.
The UCC repeatedly questioned why Mr. Pickering did not even attempt to make a specific
settlement demand on the Alter Ego Claims. He testified that since they were not valid and viable,
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 16 of 25

17
he did not make any such demand. Id. at 164:25–165:16, 171:22–172:4. Mr. Pickering was also
asked why he would consider collectability of a claim before a lawsuit was even commenced, as
that was allegedly not common practice. He believed that the ultimate recovery in litigation was
a valid consideration when assessing whether to settle or pursue any claims. Id. at 107:15–111:9.
In light of Mr. Pickering’s thorough analysis and credible testimony, this factor weighs in
favor of approval of the settlement.
ii. 	Likelihood of Protracted Litigation
As to the second factor, the Debtor contends that “avoiding costly litigation that would
unnecessarily waste resources is in the best interests of the estate.” Motion, at ¶ 63. Further, the
benefits and certainty derived from the Global Settlement outweighs the potential limited recovery
in the event litigation is successful. Id. at 65.
The UST repeats the argument that the Debtor is relying on speculative and generalized
assertions. See UST Objection, at ¶ 12. The UCC also argues the record is too devoid for the Court
to make a ruling as to this factor. See UCC Objection, at ¶ 242.
Courts have found that if a settlement addresses “not only current litigation but also
anticipated litigation as well,” that this factor would weigh in support of said settlement as it
mitigates “legal uncertainty and legal expenses” that would likely “contribute to greater creditor
recovery.” In re Wythe Berry Fee Owner LLC, 660 B.R. 534, 565 (Bankr. S.D.N.Y. 2024).
The record reflects that protracted litigation is highly likely if the Global Settlement is not
approved. In Holdings’ Reply in support of the Motion, they not surprisingly raised several of the
defenses that Mr. Pickering considered and stated they would vigorously defend against any
actions brought by the Debtor. See, e.g., Holdings Reply, at ¶ 23. While the litigation may not be
complex, there are sufficient unsettled issues to drag it out, and the likelihood of significant
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 17 of 25

18
additional recovery is limited. As a result, this factor also weighs in favor of settlement approval.
iii. 	Interests of Creditors
As to the interests of creditors factor, the Debtor asserts it has liquidity constraints that
could be amplified if the Motion is not granted. 	This in turn could reduce any recovery by
creditors. Motion, at ¶ 68.
The UST argues that the Global Settlement “extinguishes claims against affiliates and
restructures intercompany obligations without a clear showing that creditors are receiving
commensurate values,” and that “the primary stakeholders in this case, the tort claimants, through
the UCC, oppose the Settlement Agreement and seek dismissal of this case.” UST Objection, at ¶¶
13–14. 	Similarly, the UCC strenuously objects to the Motion, arguing the de minimis
compensation to claimants, if approved, and the foreclosure of potential rights that claimants
possess violates the Debtor’s fiduciary duty to maximize value for the benefit of creditors. 	See
UCC Objection, at ¶¶ 247–49. In light of the talc creditors’ vehement objection to the proposed
settlement through the UCC, as well as statements made at the Hearing by talc claimants’ counsel,
this factor strongly weighs in favor of denying the Motion.
iv. 	Support of Parties in Interest
As to the fourth factor, the Debtor relies on the RTV parties’ contributions as support for
the settlement. Motion, at ¶ 69. The Court notes the support of the DIP Lender as well, but it
discounts that support since both DIP Lender and the RTV parties are direct beneficiaries of the
settlement.
While the talc claimants are the largest and arguably the most important parties in interest,
the Court cannot overlook the Debtor’s employees and their communities. Even if a sale is not
approved, the Global Settlement allows the Debtor to acquire assets that are critical to its viability
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 18 of 25

19
as a going concern, continuing to provide 125 jobs at various locations throughout the country.
Other parties in interest who benefit include customers, trade vendors, and the ultimate commercial
and individual end users of the VEEGUM® products. Thus, this factor overall weighs in favor of
approval of the settlement.
v. 	The Competency and Experience of Counsel
The Debtor argues the competency and experience of counsel involved weigh in favor of
approval as each of the settlement parties had independent counsel who extensively negotiated in
good faith.
The UST questions the disinterestedness of the independent counsel and whether the
Settlement Agreement was indeed negotiated in good faith.” UST Objection, at ¶ 15. The UCC
makes the same argument, but also asserts that “the Debtor’s board limited the scope of the
investigation that Mr. Pickering and Katten undertook to intercompany matters.” See UCC
Objection, at ¶¶ 256–58.
At this juncture, Jones Day is no longer involved.13 The testimony showed Mr. Pickering
had no prior relationship with the Debtor or its affiliates. 	Moreover, although the UCC alleged
otherwise, Mr. Pickering stated his investigation was not limited in any manner, and Katten, an
international full-service law firm, was the sole provider of legal advice in reaching the agreement.
Holdings and the other parties to the Global Settlement were likewise represented by experienced,
competent counsel at Vinson & Elkins LLP.
As a result, the competency and experience of counsel involved weigh in favor of granting
the Motion.
13 The Court previously denied approval of Jones Day’s retention as counsel for the Debtor.
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 19 of 25

20
vi. 	Nature and Breadth of the Releases
As to the sixth factor, the Debtor asserts “[t]he releases are being given in exchange for
substantial value and provide finality to all disputes between and among the Settlement Parties.”
Motion, at ¶ 71.
The UST argues that the “the nature and breadth of the releases being offered by the Debtor
are in violation of the Bankruptcy Code and applicable law.” UST Objection, at ¶ 16. The UCC
notes that the officers and directors have contributed nothing in return for the releases they are
receiving. UCC Objection, at ¶¶ 260–63.
This factor weighs in favor of denying approval of the settlement. 	While the Court
concluded the Debtor’s proposed releases did not violate Purdue Pharma because the Alter Ego
Claims are generalized claims that belong to the estate, the broad release of those claims forecloses
any future investigation and potential recovery from Holdings and the affiliates on the insider
transactions and any other matters that may not yet be known. As the UCC correctly pointed out,
it had only six weeks to investigate insider claims that Mr. Pickering reviewed for five months,
effectively tying one arm behind the UCC’s back in this fight. In addition, while the disclosure of
information to the UCC was ongoing and generally uncontested, the UCC did not receive the three
unredacted Presentations that Katten prepared for Mr. Pickering until the UCC brought a motion
to compel, and only days before the Hearing. Without sufficient time for a thorough investigation
by the UCC, there is a persuasive argument that the broad releases should not be approved.
This factor is troubling. Releasing known and potential unknown causes of action against
Holdings and the affiliates under such a tight time frame is problematic. However, the UCC had
two large teams of very experienced and capable counsel who spent a tremendous amount of time
and resources to review the transactions at issue. 	Although the UCC and UST made strenuous
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 20 of 25

21
arguments that the settlement and releases were the result of Mr. Pickering’s “sham” investigation,
no evidence or testimony presented by the UCC or UST supported that position. Mr. Pickering
fully investigated the potential claims being released and believed the releases were appropriate.
Moreover, the officers and directors are not being released, nor are any direct claims. The affiliates
or their parent companies being released are contributing assets with significant value to the Debtor
and agreeing to provide ongoing operational support to allow the Debtor to continue in business
(or be sold) as a standalone operation. The record is clear the Debtor’s affiliates would not agree
to the settlement without the broad releases being provided. These considerations mitigate the
Court’s concerns about the nature and breadth of the releases, and the Court concludes they are
necessary and appropriate under the circumstances.
vii. 	Extent of Arms’ Length Bargaining
As to the final Iridium factor, the Debtor relies on the active involvement of each settling
parties’ independent counsel as support for the claim the Settlement Agreement was negotiated at
arms’ length and in good faith. Motion, at ¶ 72.
The UST argues that “the record calls into question whether the settlement reflects a truly
independent negotiation.” UST Objection, at ¶ 17. The UCC agrees. See UCC Objection, at ¶¶
264–67. As noted above, the UCC also highlighted the deficiencies that allegedly imply Mr.
Pickering lacks independence, including the failure to follow up on the emails wherein Mr.
Johnson states that “Holding pulls all the strings,” and that “[Debtor’s] board essentially provided
a ‘rubber stamp” and his failure to take notes during his meetings with Mr. Vomero. 	These
shortcomings, the UCC argue, are further evidence of Mr. Pickering’s investigation being a
“sham.”
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 21 of 25

22
In spite of the UST and UCC’s inferences, the record demonstrates the Global Settlement
was the result of arms’ length bargaining by Mr. Pickering and his counsel on one side, and
Holdings, the affiliates and their counsel on the other. Mr. Pickering testified he or his counsel
made settlement demands and attended a full day settlement conference at the Katten offices in
February. See Pickering Declaration at ¶ 13. The Timeline of events showed seven term sheets
and multiple offers exchanged before an ultimate deal was reached, reflecting robust negotiations
took place. 	See Special Committee Exhibit 8. 	This evidence persuades the Court to find the
bargaining was done in good faith at arms’ length.
This factor weighs in support of approval of the Motion as “the proposed settlement was
the result of a vigorously negotiated process.” In re Adelphia Communs. Corp., 368 B.R. 140, 246
(Bankr. S.D.N.Y. 2007). 	Courts have also found this factor to weigh in favor when “multiple
parties gave concessions, and agreement ultimately was reached by parties with distinct fiduciary
obligations.” In re NII Holdings, Inc., 536 B.R. 61, 120 (Bankr. S.D.N.Y. 2015). Such is the case
with Mr. Pickering here.
viii. 	Other Factors
The UCC notes that another factor Courts consider is whether the proposed settlement falls
above the “lowest point in the range of reasonableness.” See In re DiStefano, 654 B.R. 49, 54
(Bankr. N.D.N.Y. 2023) (quoting In re W.T. Grant Co., 699 F.2d 599, 613 (2d Cir. 1983)). The
UCC points to the fact that (a) the claims being resolved may exceed the amount being paid under
the Global Settlement; and (b) there is a failure by the Debtor to include sufficient information for
the Court to value such claims and assess whether non-debtor affiliates can be held liable for such
claims. See UCC Objection, at ¶¶ 268–89. The UST similarly argued at the Hearing that the Court
has no ability to assess the value of the claims being released based on the record before it.
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 22 of 25

23
The Court disagrees. 	The Court found Mr. Pickering to be a qualified, experienced,
credible 	witness. 	He 	assessed 	the 	intercompany 	claims, 	used 	commercially 	reasonable
assumptions, analyzed the potential for recovery under multiple legal theories, and quantified the
viable and valuable claims. He believed the consideration the Debtor was receiving was at the high
end of the range of potential recovery at over $27M. 	His investigation and consultations with
Katten, detailed in the Presentations, were thorough and appropriate. Mr. Pickering did not have
any ties or loyalties to the Debtor’s board and management, nor to its affiliates or their
professionals. He stated unequivocally he was a fiduciary for the Debtor and built in a “fiduciary
out” in the Settlement Agreement if additional information came to light that would cause him to
reconsider it. In person and through counsel, he negotiated a settlement that he believed was in the
best interests of the estate.
e. 	Sub Rosa Allegations
The UST finally argues that the Global Settlement is a sub rosa plan that is an attempt to
circumvent the Bankruptcy Code. See UST Objection, at ¶ 22.
The UST cites to In re Genesis Glob. Holdco, LLC and its factors in arguing that (a) the
Global Settlement dictates the Debtor’s reorganization; (b) the Global Settlement bypasses voting
rights of creditor; (c) the proposed sale process disposes large assets belonging to the Debtor; and
(d) approval of the Global Settlement would effectively force the creditors to waive claims against
the Debtor and its affiliates. See UST Objection, at ¶ 24 (citing In re Genesis Glob. Holdco, LLC,
660 B.R. 439).
At the Hearing, the Debtor14 disputed that the Global Settlement is a sub rosa plan, as even
if the Motion and subsequent Sale Motion are granted, there are still a large number of insurance
14 This argument was advance by Bond Schoeneck & King, PLLC, co-counsel for the Debtor, and not Mr. Pickering.
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 23 of 25

24
policies15 that would remain in the estate, in addition to the proceeds from the sale of the Settlement
Assets. The Court agrees with this position.
The Global Settlement does not dictate the Debtor’s reorganization or liquidation, and it
appears there are other material assets such as insurance policies that may further enhance the
estate. 	The transaction brings assets into the estate that allow the Debtor to operate as a stand-
alone business or be sold as a going concern. The creditors have not waived any claims against the
Debtor, and the Alter Ego Claims against its affiliates do not belong to them. Finally, the creditors
will have the right to vote when a plan is ultimately proposed.
f. 	Other Considerations
The Court is very sympathetic to the 1,400 talc claimants in this case and their families,
many of whom have been suffering and seeking their day in court for justice for years. The loss of
the ability to sue the Debtor as a result of this bankruptcy and to pursue the Alter Ego Claims
against the affiliates is an extremely difficult situation. This reality is not lost on the Court and the
creditor’s opposition weighed heavily against approving the Global Settlement. 	However, the
Bankruptcy Code, Rules and Second Circuit precedent dictate the process and analysis for the
settlement of claims, and the Court must adhere to them. While the claimants did not ask to be
here, the bankruptcy forum is designed to orderly liquidate and monetize the Debtor’s assets,
prevent a race to the courthouse, and provide a fair and equitable process for distribution on those
claims. As noted by the Debtor, there are a significant number of insurance policies which may
be additional sources of recovery. While there is no amount of money that can ever compensate
the talc claimants for their injuries and loss of life - much less make the claimants whole - the
15 See Schedule A/B, section 73 listing over 150 polices covering time periods from 1956 to 1986, the value of which
is unknown.
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 24 of 25

25
Court believes this orderly process will provide the best chance of recovery for all claimants, not
only those currently at the courthouse steps.
IV. 	Conclusion
As a result of the foregoing, after applying heightened scrutiny to the Global Settlement
and balancing the Iridium factors, the Court finds the factors weigh in favor of granting the Motion.
Counsel for Mr. Pickering is directed to submit an order specifying the Debtor Released Claims
(as defined in the Settlement Agreement) shall not include any claims against the Debtor’s
directors and/or officers in their capacity as such, notwithstanding that such directors and/or
officers may be Vanderbilt Entities Released Parties (as defined in the Settlement Agreement) in
any other capacity; or any direct claims held by any creditor, as directed in the Court’s oral ruling.
###
Case 26-60110-5-wak Doc 491 Filed 04/27/26 Entered 04/27/26 17:30:40 Desc
Main Document Page 25 of 25