COMMITMENTS AND CONTINGENCIES |
NOTE 13. COMMITMENTS AND CONTINGENCIES
Litigation
We are involved in litigation or proceedings that have arisen in our ordinary business activities as well as in relation to the merger with BJ Services. We insure against these risks to the extent deemed prudent by our management and to the extent insurance is available, but no assurance can be given that the nature and amount of that insurance will be sufficient to fully indemnify us against liabilities arising out of pending and future legal proceedings. Many of these insurance policies contain deductibles or self-insured retentions in amounts we deem prudent and for which we are responsible for payment. In determining the amount of self-insurance, it is our policy to self-insure those losses that are predictable, measurable and recurring in nature, such as claims for automobile liability, general liability and workers compensation. The accruals for losses are calculated by estimating losses for claims using historical claim data, specific loss development factors and other information as necessary.
BJ Services Merger Related Stockholder Lawsuits
Delaware Cases
On September1, 2009, three purported stockholder class action lawsuits styled Laborers Local 235 Benefit Fund v. Stewart, et al., The Booth Family Trust v. Huff, et al., and Dugdale v. Huff, et al., were filed in the Court of Chancery of the State of Delaware (the Delaware Chancery Court) on behalf of the public stockholders of BJ Services, with respect to the Merger Agreement, dated as of August30, 2009, among Baker Hughes, its wholly owned subsidiary, BSA Acquisition LLC (now named BJ Services Company LLC), a Delaware limited liability company (Merger Sub), and BJ Services, providing for BJ Services to merge with and into Merger Sub (the Merger), with Merger Sub continuing as the surviving entity after the Merger. Each action names BJ Services, the then members of the BJ Services Board of Directors (the BJ Services Board) and the Company as defendants (collectively the Defendants).
In these Delaware actions, and the follow-on actions discussed below, the plaintiffs allege, among other things, that the members of the BJ Services Board breached their fiduciary duties by failing to properly value BJ Services, failing to take steps to maximize the value of BJ Services to its public stockholders, and avoiding a competitive bidding process. The actions each allege that the Company aided and abetted the purported breaches by the BJ Services Board. The plaintiffs in each lawsuit seek, among other things, injunctive relief with respect to the Merger.
Six additional purported class action lawsuits were filed in the Delaware Chancery Court on behalf of the public stockholders of BJ Services against the Company, BJ Services and the BJ Services Board, including: Myers, v. BJ Services, et al., which was filed on September4, 2009, Garden City Employees Retirement System v. BJ Services, et al., which was filed on September8, 2009, Saratoga Advantage Trust-Energy Basic Materials Portfolio v. Huff, et al., which was filed on September8, 2009, Stationary Engineers Local 39 Pension Trust Fund v. Stewart, et al., which was fil |