Commitments and Contingencies |
Note 7 Commitments and Contingencies
Litigation
Through performance of our service operations, we are sometimes named as a defendant in litigation, usually relating to claims for personal injury or property damage (including claims for well or reservoir damage, and damage to pipelines or process facilities). We maintain insurance coverage against such claims to the extent deemed prudent by management. Further, through a series of acquisitions, we assumed responsibility for certain claims and proceedings made against the Western Company of North America, Nowsco Well Service Ltd., OSCA and other companies whose stock we acquired in connection with their businesses. Some, but not all, of such claims and proceedings will continue to be covered under insurance policies of our predecessors that were in place at the time of the acquisitions.
Although the outcome of the claims and proceedings against us cannot be predicted with certainty, management believes that there are no existing claims or proceedings that are likely to have a material adverse effect on our financial position, results of operations or cash flows.
Stockholder Lawsuits regarding Baker Hughes Merger
In connection with the pending Baker Hughes Merger, various lawsuits have been filed in the Court of Chancery of the State of Delaware (the Delaware Lawsuits) on behalf of the public stockholders of the Company, naming the Company, current members of the Companys Board of Directors, and Baker Hughes as defendants. In the Delaware Lawsuits, the plaintiffs allege, among other things, that the Companys Board of Directors violated various fiduciary duties in approving the Merger Agreement and that the Company and/or Baker Hughes aided and abetted such alleged violations. Among other remedies, the plaintiffs seek to enjoin the Merger.
On September25, 2009, the Delaware Chancery Court entered an order consolidating the Delaware Lawsuits into one class action, In re: BJ Services Company Shareholders Litigation, C.A. No.4851-VCN. On October6, 2009, the Delaware Chancery Court entered an order designating the law firm of Faruqi Faruqi, LLP of New York, New York as lead counsel and Rosenthal, Monhait Goddess, P.A. of Wilmington, Delaware as liaison counsel. On October16, 2009, lead counsel for the plaintiffs filed an amended complaint in the Delaware Chancery Court which, among other things, adds Jeffrey E. Smith, the Companys Executive Vice President and Chief Financial Officer, as a defendant, contains new factual allegations about the merger negotiations, and alleges the preliminary joint proxy/prospectus filed on October14, 2009, with the U.S. Securities and Exchange Commission (the SEC) omits and misrepresents material information.
Various lawsuits have also been filed in the District Courts of Harris County, Texas (the Texas Lawsuits). The Texas Lawsuits make substantially the same allegations as were initially asserted in the Delaware Lawsuits, and seek the same relief. On October9, 2009, the Harris County Court consolidated the Texas Lawsuits into one class action, Garden City Employees Retirement System, et al. v. BJ Services Company, et al., Cause No.2009-57320, |