Can anyone explain why APC is not protected by limited liability here. They are a non operating partner (I assume the stake is held through a limited partnership). Since they have no operation control over this thing, why wouldn't they be protected like a shareholder of BP, the maximum is the complete lost of the investment.
They (APC) did not invest in stock of a corporation, or as members of an LLC, nor as limited partners of an LLP. They entered into a contractual agreement with another legal entity (two actually, Mitsui and BP) for the purpose of developing and operating an offshore oilfield, with BP as the operator and APC & Mitsui as non-operating working interest holders. APC's obligations are spelled out in that agreement, the JOA. They are not "partners" in a legal sense, nor members, nor shareholders.
The "joint and several liability" is for cleanup under the Oil Polution Act (OPA) which came into effect after Exxon Valdez. The JOA has provisions whereby BP is liable to APC and Mitsui for any loss they suffer as a consequence of BP's gross negligence or willful misconduct, including reimbursement for cleanup costs imposed under the OPA. The burning issue now will be one of fact (i.e., the jury decides) whether BP acted with Gross Negligence. The standard for Gross Negligence is very high, but will depend to some degree on which state's law applies. I would guess that the JOA has a choice of law provision applying Texas law, but do not know for sure. It unlikely that it selected New York law for example, which has a definition of gross negligence that is significantly higher than Texas.
This issue will ultimately settle, or will be in the courts for a LONG time.
[Can anyone explain why APC is not protected by limited liability here. They are a non operating partner (I assume the stake is held through a limited partnership). Since they have no operation control over this thing, why wouldn't they be protected like a shareholder of BP, the maximum is the complete lost of the investment.]
Uh, when has the law stopped this Obama Regime?
Did it stop them from threatening the secure bondholders at Chrysler and GM? From releasing their names to the public, from putting their lives at risk?
Did it stop them from threatening BP executives with certain contract holdings to cough up cash?
What leverage do they have on APC? They will use it. They will coerce your Board to betray you, the shareholder.
I suggest you folks start to think about your property rights, because you will need to fight for them.
If BP was reckless, versus negligent, you may very well be exempt from liability... I am not sure, you'll have to ask a liability lawyer...
"I have no fear that the result of our experiment will be that men may be trusted to govern themselves without a master." - Thomas Jefferson