§ 25-21,287.Successor corporation; limitations; fair market value of total gross assets.

Section 25-21,287 gives a successor corporation room to prove the fair market value of the total gross assets it needs for the liability cap in section 25-21,286. Nebraska law accepts any method reasonable under the circumstances. Two are named directly: the going-concern value of the assets, or the price paid for them in an arm’s-length sale; and, when neither figure is readily available, the value already recorded on a balance sheet. Whichever method the successor corporation uses, total gross assets include intangible assets along with tangible property.

The section also draws a firm line around liability insurance. Where the transferor’s insurance counts toward total gross assets, this section leaves the coverage, terms, conditions, and limits of that insurance untouched, and it does not change the rights or duties of the insurer, the transferor, or the successor corporation under the insurance contract or any related agreement — including settlements that resolved coverage disputes before the statute took effect. An insurer keeps its right to collect deductibles or retrospective premiums, to enforce self-insured retentions, or to seek contribution from a successor corporation for periods when coverage was uninsured, self-insured, or unavailable. And if a transferor or successor corporation settled an insurance-coverage dispute with the transferor’s insurers before July 15, 2010, that settlement permanently fixes how much of the liability insurance counts toward the transferor’s total gross assets.