Georgia Pacific company history
Georgia-Pacific Company History
Update: 8/14/14 – Corporate Status of GP Entities:
Important: please note that as of August 14, 2014, GP LLC is considered a citizen of Kansas, and only Kansas (not Georgia), for diversity/removal purposes. Prior to August 14, GP LLC was considered a citizen of both Delaware and Kansas, and only these two states (not Georgia) for diversity/removal purposes. For an understanding of why this is true, please read the explanation below.
Just in case you were not aware of this already, I wanted to flag an issue related to Georgia-Pacific’s citizenship for diversity/removal purposes. GP LLC is NOT considered a citizen of Georgia for Federal Court diversity purposes even though we are headquartered in Georgia. Because GP is an LLC, we are treated differently than corporations and persons for this analysis. For GP LLC and all LLCs, the principal place of business/headquarters (or nerve center, as the courts call it) is not relevant to the diversity/removal analysis. In addition, the state where an LLC’s articles of organization are filed is also irrelevant to the citizenship question.
Rather, courts look at the LLC’s members’ citizenship to determine the citizenship of an LLC. And if the members are other LLCs, they keep going up the chain until they come to a corporation (Inc.) or a person. For GP LLC, this requires going up through several layers of member LLCs before arriving at Koch Industries, Inc., the first corporate direct or indirect member of GP. Koch Industries, Inc. is incorporated in and has its principal place of business/nerve center in Kansas. Thus Georgia-Pacific LLC, for diversity/removal purposes, is considered a citizen of Kansas – and only Kansas.
Because courts will generally look to an entity’s citizenship at the time a complaint was filed (to keep people from moving or restructuring to create or defeat diversity after a lawsuit is filed), it is worth noting that for a time period prior to August 14, 2014, GP LLC was a citizen of both Delaware and Kansas. This was due to Koch Renewable Resources, Inc. being a member in the GP LLC structure. Koch Renewable Resources, Inc. was incorporated in Delaware and had its principal place of business in Kansas, thus, its citizenship (and because it was the first corporate member, GP LLC’s citizenship) could be deemed to be in both states. HOWEVER, on August 14, 2014, Koch Renewable Resources, Inc. converted to an LLC, thereby removing it from the citizenship determination process. NOW (and since August 14, 2014), as explained in the preceding paragraph, Koch Industries, Inc. is the first corporate entity in GP LLC’s membership structure and GP LLC is deemed to have Koch Industries, Inc.’s citizenship, which is Kansas.
Please keep the foregoing in mind when considering removal and take this opportunity to update boilerplate language in documents as appropriate – especially when preparing answers to complaints (GP LLC is not a corporation so if that is alleged, it should be denied), sending or responding to discovery, engaging in motion practice, and communicating with other counsel. While we recognize that in most states this will not result in material changes to our defense or options, it also serves as a good reminder to make sure our documents are all up to date, consistent, and accurate.
For any of you who handle Georgia-Pacific Consumer Products, LP (GPCP, Fort James) cases, please be advised that GPCP’s citizenship is also Kansas. (Depending upon the exact entity involved, citizenship could have been in Georgia and Virginia before, but since the conversion of Fort James Corporation, Inc. to Fort James LLC, the citizenship is now also Kansas for the same reasons).
Source: 11/12/14 Mercer email.
As of January 1, 2007, Georgia-Pacific Corporation became Georgia-Pacific LLC. This was merely a restructure and it does not change the insurance or the liabilities in any way. When answering complaints we need to answer as “Georgia-Pacific LLC, f/k/a Georgia-Pacific Corporation”.
The appropriate wording for a disclosure in federal cases: “Georgia-Pacific LLC is a Delaware limited liability company. Georgia-Pacific LLC is wholly owned by Georgia-Pacific Holdings, LLC, a Delaware limited liability company. No public corporation owns 10 percent or more of Georgia-Pacific LLC’s stock.”
Georgia-Pacific LLC is a Delaware limited liability company, not a Georgia corporation. The principal place of business remains in Georgia.
As a part of the same restructuring, “Ft. James Operating Company” has converted to “Georgia-Pacific Consumer Products LP.” They will begin to answer all complaints and other pleadings in these cases as “Georgia-Pacific Consumer Products LP f/k/a Ft. James Operating Co.” Georgia-Pacific Consumer Products LP is a Delaware limited partnership. Note that these names are very similar and have the potential to cause confusion. Ft. James related litigation is currently being handled by John Hainkel’s firm in New Orleans.
Sources: 2-7-07 Corporate Name Change email from Melissa Halstead White.txt and 2-2-07 email from S Cook re Georgia-Pacific name change.txt