Connecticut Laborers Pension Fund v. Goodyear

CV-2019-03-1203 MCCARTY, ALISON E.
03/28/2019 15:20:43 PM CMCO Page 1 of 28
IN THE COURT OF COMMON PLEAS

SUMMIT COUNTY, OHIO
CONNECTICUT LABORERS )
PENSION FUND, )
435 Captain Thomas Boulevard ) CASE NO.
West Haven, CT 06516 )
) JUDGE:
Plaintiff, )
)
v. )
)
THE GOODYEAR TIRE & )
RUBBER COMPANY, )
c/o REGISTERED AGENT )
CORPORATION SERVICE COMPANY )
50 WEST BROAD STREET )
SUITE 1330 )
COLUMBUS, OH 43215 )
)
PLEASE ALSO SERVE: )
)
THE GOODYEAR TIRE & RUBBER )
COMPANY )
200 INNOVATION WAY )
AKRON, OH 44316-0001 )
)
Defendant. )
VERIFIED COMPLAINT PURSUANT TO 17 O.R.C. Ann. 1701.37(C)
NATURE OF THE ACTION
1. This is a complaint brought pursuant to 17 O.R.C. Ann. 1701.37(C) (“1701.37(C)”)
to enforce the statutory right of stockholder Connecticut Laborers Pension Fund (“Plaintiff”) to
inspect and make copies and extracts of certain books and records of The Goodyear Tire & Rubber
Comapny (“Goodyear” or the “Company”).
2. This matter arises from Goodyear’s improper refusal of Plaintiff’s February 19,
2019 demand to inspect certain books and records of the Company (the “Demand”) for the
Sandra Kurt, Summit County Clerk of Courts

CV-2019-03-1203 MCCARTY, ALISON E. 03/28/2019 15:20:43 PM CMCO Page 2 of 28
purposes of, among other things, determining whether and to what extent there was wrongdoing
at the Company with respect to: (i) the Company’s design of the G159 tire, a tire manufactured by
the Company; (ii) the Company’s alleged failure to comply with federal regulations regarding
crash reporting to regulators of incidents involving the G159 tire; and (iii) the Company’s public
disclosures to stockholders regarding the Company’s G159 tires safety failures and the
concomitant risk exposure to the Company. A copy of the Demand is attached hereto as Exhibit
1.1
3. The Company refuses to search for and produce certain of the books and records
requested by Plaintiff, incorrectly claiming that: (i) Plaintiff’s requests are improper because only
shareholders of record are permitted inspection rights under 1701.37(C); (ii) the request is not
“reasonable” and “proper”; (iii) any potential shareholder derivative suit following from these
events would fall outside the statute of limitations; and (iv) the request is “too broad”.
JURISDICTION AND VENUE
4. This court has original jurisdiction over the subject matter of this action.
5. Venue is proper in Summit County, Ohio, because some or all of the conduct
described herein took place in Summit County and because Goodyear’s headquarters and principal
place of business is in Summit County.
PARTIES
6. Plaintiff, Connecticut Laborers Pension Fund, currently owns shares of Goodyear
common stock and has committed to holding stock in Goodyear until the conclusion of all
proceedings contemplated in the Demand. Attached to Exhibit 1 and submitted to the Company
with Exhibit 1 is a record of Plaintiff’s transactions and holdings in Goodyear stock. CLPF is an
1
Exhibit 1 also includes an updated amended Declaration and Power of Attorney
2

institutional investor with substantial assets under management and a beneficial owner of
Goodyear common stock.
7. Defendant Goodyear is an Ohio corporation with its principal place of business
located at 1144 E. Market St., Akron, Ohio.
UNDERLYING WRONGDOING AT GOODYEAR
8. Goodyear manufactured the G159 tires between 1996 and 2003. The G159 was
originally designed for regional delivery vehicles. The company made 160,683 G159 tires between
1996 and 2003. An estimated 40,000 were used not on regional delivery vehicles, but on
motorhomes. Lawsuit filings allege that the tire failed on as many as 1-in-10 motorhomes. This
astounding failure rate surpasses the infamous Firestone tires of the 1990s (a scandal which almost
brought down the entire Firestone brand).
9. Numerous sources of public information (including court filings, legal settlements,
news reports and reports of investigations by regulators) allege that senior Company executives
and directors have known of the G159 safety problems for years and failed to recall the tires or
rectify the problems, failed to provide the legally required information regarding these failures to
the appropriate government regulators and failed to inform stockholders of the problems with the
G159 tire and the potential impact on the Company (and its finances).
10. At best estimate, at least 41 lawsuits have been filed against Goodyear arising from
vehicle crashes involving the G159 tire. These lawsuits generally allege similar facts, namely that
the G159 was prone to heat-induced failure when used at highway speeds. The failure of the G159
tire is generally allegd to have begun occurring when Goodyear increased the G159's speed rating
from 65 to 75 mph in 1998. Following this increase in the speed rating, instances of failures appear
to have significantly increased.

11. Upon information and belief Goodyear made a concerted effort to keep the potential
safety defect of the G159 out of the public domain. Settlements of vehicle accidents involving the
G159 tire were routinely not disclosed and were subject to confidentiality agreements. However,
documents filed with the U.S. District Court for the District of Arizona in Haeger v. Goodyear et
al., Case No. 2:05-cv-02046-GMS (the “Haeger lawsuit”) and that were produced by Goodyear in
discovery establish the true nature of the alleged defects of the G159 tire. Importantly, the Haeger
lawsuit provides clear allegations which tie senior executives and directors at Goodyear to direct
knowledge of the safety issues with the G159 tire and the settlement(s) of at least some lawsuits
against Goodyear. For example, Haeger filings state that Goodyear’s attorney prepared a
settlement memo that said the Company’s internal tests in August 1996 showed the G159 could
be speed-rated at 65 mph, “but would not have satisfied Goodyear’s standard for qualifying the
tire at 75.” The Haegar lawsuit further claims that following the speed rating increase in 1998,
G159 failure claims increased rapidly. Goodyear disclosed in court filings that the Company had
received more than 700 hundred property damage claims related to G159 failure claims, along
with 98 injury and death claims. No recall has ever been issued, and the Company has continued
to publicly deny any safety issues with the G159.
12. During the Haegar lawsuit, Goodyear’s court experts testified that a tire like the
G159, when properly pressurized and operating at 75 mph or more, should generate an internal
temperature of 140-150 degrees Fahrenheit. “Once a tire exceeds a temperature at 200 degrees F,
most commercial medium truck tires will begin to experience degradation of material properties
that can lead to tread separation,” Jim Gardner, one of the experts in G195 cases, said. However,
according to other documents produced during the Haegar case, Goodyear’s tests in August 1996
found the G159 would develop temperatures well in excess of 200 degrees when traveling at 75

mph, according to court records. Moreover, the filing claims that as various states began to increase
their speed limit to 75 mph, Goodyear increased the G159's speed rating to match the limit, even
though it knew “the tire would generate temperatures well beyond the design capacity of the tire,
producing predictable tread separations, with resultant death and injury”.
13. Settlement memos filed in the Haegar lawsuit were filed confidentially under seal
along with a publicly available brief. The Haegar plaintiff’s attorney, David Kurtz (“Kurtz”),
drafted and sent a 29-page letter to federal regulators at the U.S. National Highway Traffic Safety
Administration (“NHTSA”) purportedly detailing the issues with the G159 tire. This information
comes from articles written by an automobile-enthusiast news organization Jalopnik (which stated
they reviewed the letter from Kurtz to NHTSA). Jalopnik reported that Goodyear’s former General
Counsel Tom Harvie and its current general counsel, David Bialoski, were “specifically” told
about the G159 failures in settlement requests. Kurtz purportedly also added in the letter that he
has “evidence that Goodyear’s CEO, Richard Kramer, was personally familiar with failures
regarding the G159.” Kurtz also claimed that a Goodyear attorney made a presentation to the
Goodyear Board of Directors, including Mr. Kramer, in 2010 regarding G159 cases.
14. These events and Goodyear’s actions were only made public because Mr. Kurtz
made a motion to make all records in the Haegar lawsuit public. Following a court denial of the
motion to seal, Jalopnik published various news articles detailing these events, including Mr.
Kurtz’ communications with federal officials.
15. Kurtz’ letter to NHTSA has spurred government regulators to act.
16. A letter dated April 3, 2018 from NHTSA to Goodyear’s Manager of Global
Regulations, Standards and Compliance was made public on NHTSA’s website. This letter
informs Goodyear that NHTSA has recently opened a Preliminary Evaluation to “investigat[e]

allegations of tire failures on Class A motorhomes and to request certain information about the
field performance, design and construction of these tires”. The letter further states that “[t]he Office
of Defects investigation has received 10 consumer complaints alleging failures of Goodyear G159
tires on motor homes. Two of these complaints allege a crash occurred as a result of the tire
failures. Goodyear separately reported 9 claims under 49 CFR Part 579 alleging 1 death and 13
injuries.”
17. NHTSA letter states that the alleged defect in the G159 that NHTSA is investigating
is the following:
Tire failure caused by an abrupt loss of air, whether confirmed or

alleged, including but not limited to, (1) air loss resulting in inability
of the tire to support the wheel load; (2) blow-out; (3) tire rupture;
(4) rapid deflation; (5) tread separation/detachment; (6) belt
separation/detachment; (7) liner failure; (8) sidewall cracking; and
the like.
18. Along with NHTSA’s defect probe, the Department of Transportation’s office of
inspector general has a separate ongoing probe of its own that could lead to criminal charges
against Goodyear and certain of its senior executives if they are found to have withheld incident
data regarding the G159 tire from regulators.
19. The damages to Goodyear itself could range into the hundreds of millions of
dollars. These damages include legal settlements to those injured in vehicle accidents involving
the G159 already paid out and legal expenses incurred in defending dozens of lawsuits. The
amounts of these settlements, which have been paid with Company money, have yet to be made
public by the Company. Plaintiff’s Demand seeks information related to these issues in order to
determine whether or not current/former senior Company executives and/or members of the Board
of Directors breached their fiduciary duties to Goodyear.

PLAINTIFF’S ACTIONS ON BEHALF OF THE COMPANY
Plaintiff’s Books and Records Request
20. As a stockholder of Goodyear, Plaintiff is entitled to inspect and make copies and
extracts of the books and records of Goodyear pursuant to 17 O.R.C. Ann 1701.37(C).
21. On February 19, 2019, Plaintiff made its books and records request pursuant to 17
O.R.C. Ann 1701.37(C), seeking review of a variety of documents concerning the Company’s
handling of issues related to the G159 tire, as well as to investigate potential corporate wrongdoing.
Plaintiff complied with all of the provisions of 17 O.R.C. Ann 1701.37(C) relating to the form and
manner of making its demand to inspect and make copies and extracts of the books and records of
Goodyear. Plaintiff made the books and records demand for the reasonable and proper purposes
of:
(a) investigating corporate waste, mismanagement or wrongdoing, and breach
of fiduciary duties of loyalty and good faith on the part of Goodyear’s officers and directors
with respect to the above-described matters;
(b) determining whether the current directors are fit to continue serving on the
Board of Directors; and
(c) taking appropriate action (including the preparation and filing of a
shareholder derivative lawsuit, if appropriate) in the event the members of the Company’s
management and Board of Directors did not properly discharge their fiduciary duties.
22. Plaintiff requested several categories of documents that were focused on
Goodyear’s Board of Directors’ knowledge of G159 tire safety issues and risk to the Company,
the directors and officers’ actions with respect to G159 tires, and their knowledge of and
participation with regulators’ inquiries and investigations of G159 tires. See Exhibit 1, pp. 5-7.

As is permitted by Section 1701.37(C), Plaintiff also sought documents that are relevant to the
independence (or lack thereof) of the directors. Id.
23. In a letter dated March 15, 2019, Goodyear wrongfully rejected the Demand. Its
grounds for refusal are either inapplicable, incorrect, or both. Plaintiff has established its standing
to exercise its shareholder rights to make the Demand and set forth sufficient credible evidence to
indicate that the Board and its committees received information regarding the Company’s
improper handling of G159 tire problems, failure to follow proper reporting procedures to federal
regulators of G159 tire problems, and failure to inform stockholders of G159 tire problems and
associated costs therefrom. The Demand further sets forth credible evidence of Goodyear’s
concealment of the issues affecting the G159 including possible misconduct during the Haeger
lawsuit by the Company’s legal department and senior executives.
24. The Company has refused to produce any documents to Plaintiff in contravention
of Ohio law. The discrete set of documents sought will assist Plaintiff in making the assessment
of whether Goodyear’s senior officers and/or directors breached their fiduciary duties to the
Company; and permit Plaintiff to evaluate what steps might be needed to improve the Company’s
corporate governance or redress the wrongs inflicted on Goodyear by its directors and officers.
REQUEST FOR RELIEF
WHEREFORE, Plaintiff demands judgment as follows:
(A) An order compelling Goodyear, its directors, officers, employees, and/or agents to
immediately permit Plaintiff, its attorneys, and/or agents to inspect and make copies and extracts
of the books and records of Goodyear identified in Exhibit 1;
(B) An order requiring Goodyear to pay Plaintiff’s costs and expenses, including
reasonable attorneys’ fees, incurred in the prosecution of this action; and

(C) Granting such other and further relief as the Court deems just and proper.
Respectfully submitted,
KORHMAN JACKSON & KRANTZ LLP
/s/ Brett S. Krantz

BRETT S. KRANTZ (0069238)
SEAN P. MALONE (0076353)
One Cleveland Center, 29th Floor
1375 East Ninth Street
Cleveland, OH 44114-1793
Telephone: (216) 696-8700
Facsimile: (212) 621-6536
Email: bk@kjk.com; spm@kjk.com
COHEN MILSTEIN SELLERS

& TOLL, PLLC
Christopher Lometti
Richard A. Speirs
88 Pine Street, 14th Floor
New York, NY 10005
Telephone: (212) 838-7797
Facsimile: (212) 838-7745
Email: clometti@cohemilstein.com
rspeirs@cohemilstein.com
COHEN MILSTEIN SELLERS

& TOLL, PLLC
Christina D. Saler
Three Logan Square, 1717 Arch Street
Suite 3610
Philadelphia, PA 19103
Telephone: (267) 479-5707
Facsimile: (267) 479-5701
Email: csaler@cohenmilstein.com
THE SHUMAN LAW FIRM

Kip B. Shuman
Post-Montgomery Ctr.
One Montgomery Street, Ste. 1800
San Francisco, CA 94104
Telephone: (303) 861-3003
Email: kip@shumanlawfirm.com

THE SHUMAN LAW FIRM

Rusty E. Glenn
600 17th Street, Suite 2800 South
Denver, CO 80202
Telephone: (303) 861-3003
Email: rusty@shumanlawfirm.com
10

IN THE COURT OF COMMON PLEAS

SUMMIT COUNTY, OHIO
CONNECTICUT LABORERS' )
PENSION FUND, )
435 Captain Thomas Boulevard )
West Haven, CT 06516 )
)
Plaintiff, )
)
v. )
)
THE GOODYEAR TIRE & )
RUBBER COMPANY, )
c/o The Goodyear Tire & Rubber )
Company )
200 Innovation Way )
Akron, 0 H 44316-0001 )
)
Defendant. )
VERIFICATION
STATE OF CONNECTICUT )
) SS:
COUNTY )
I, Diane Klobukowski, Executive Director, Connecticut Laborers' Fund, first being duly
sworn, states that the foregoing Verified Complaint Pursuant to 17 O.R.C. Ann. 1701.3 7(C) is true
and accurate to the best of my knowledge.
L�C�
EXECUTIVE DIRECTOR
i. 'i
�£[
Subscribed and sworn before me thisJrday of VV\wv0 , 2(}1-8.
ELIZABETH G. GIBSON
NOl>11?Y runt.u:
MY cqMMISSION EXPIRES FEB 28, 2023 Notary Public
{K0700435.1}

Richard A. Speirs
(212) 220-2912
C O H E N"l l L S T E I N
rspeirs@cohenmilstein.com
February 1 9 , 2 0 1 9
VIA USPS PRIORITY OVERNIGHT MAIL
Board of Directors
The Goodyear Tire & Rubber Co.
1 1 4 4 E. Market St.
Akron, OH 4 4 3 1 6
Attention: David L. Bialosky,
General Counsel and Secretary
Re: Demand/or Shareholder Inspection of Books and Records Pursuant to 1 7
O.R.C. Ann. 1701.37(c)
Dear Mr. Bialosky:
I write on behalf of the Connecticut Laborers Pension Fund ("CT Laborers" or the "Fund")
the owner of common stock of The Goodyear Tire & Rubber Co., an Ohio corporation
1
("Goodyear" or the "Company"), to demand inspection of certain Goodyear books and records
and to make extracts or copies thereof pursuant to 17 O.R.C. Ann. l 701.37(c) (the "Record
Demand").
I. The IBEW Is a Current Shareholder of Goodyear
CT Laborers, a current holder of Goodyear common stock, has the right to inspect the
books and records requested herein. As evidence of the CT Laborers' beneficial ownership of
Goodyear common stock, we have enclosed with this letter as Exhibit A the sworn Declaration
and Power of Attorney of Diane Klobukowski (the "Declaration"), attesting to CT Laborers'
ownership of Goodyear common stock as of the date of the Declaration and CT Laborers' intention
to continue to hold shares at least through the conclusion of the proceedings contemplated in this
demand. The Declaration is accompanied by documentary evidence of CT Laborers' beneficial

2
ownership of stock that the signatory verifies to be accurate. See Exhibit B. The Declaration also
As used herein, the terms "Goodyear" and the "Company" include all Goodyear employees
and directors, as well as all affiliates, joint ventures, and subsidiaries.
2
The Company and its agents must agree that the financial records provided documenting
the Fund's Goodyear stock ownership are to be kept strictly confidential as they contain sensitive
financial information. CT Laborers and/or its counsel must provide written permission before they
may be disclosed.
C O H E N M I L S T E I N S E L L E R S & TOLL PLLC • 88 P i n e Street • 14th F l o o r • New York, NY 1 0 0 0 5
EXHIBIT 1
T 212.838.7797 • cohenmilstein.com

February 1 9 , 2 0 1 9
Page 2
includes a power of attorney granting Cohen Milstein Sellers & Toll PLLC and The Shuman Law
Firm the authority to initiate, pursue, and act on CT Laborers' behalf in its demand for books and
3
records.
II. CT Laborers Has a Proper Purpose and Credible Basis for Making This Demand -
Investigating the Evidence of Illegal Misconduct and Breaches of Fiduciary Duty at
Goodyear
CT Laborers makes this demand to investigate the credible evidence that Goodyear's top
management, including its senior officers and directors, breached their fiduciary duties to the
Company by, among other things, covering up and concealing from regulators and shareholders,
known serious defects and safety issues involving its G 1 5 9 tire. Among other things, Goodyear's
senior officers and directors misrepresented the Company's business, operations, and compliance
with regulatory guidelines in violation of state and federal law. As detailed below, Goodyear failed
to properly report defects in the G 1 5 9 and an abnormal rate of accidents to federal regulators (and
shareholders) that occurred as a result of those defects. There are also credible allegations and a
judicial finding that senior Goodyear executives, including the Company's CEO and General
Counsel, were aware of these defects, briefed the Company's Board of Directors on the safety
issues of the G 1 5 9 but acted to conceal these problems from the public. By failing to acknowledge,
warn of and correct these defects, Company executives and directors have placed the Company at
risk.
A. The G 159 Tire and a History of Safety Failures
Goodyear manufactured G 1 5 9 tires between 1996 and 2003. Originally designed for
regional delivery vehicles, Goodyear later sold them for use on motorhomes. The Company made
a total of 1 6 0 , 6 8 3 G 1 5 9 s of which an estimated 40,000 were used on motorhomes. As a result of
numerous accidents and failures, at least 4 1 lawsuits have been filed against Goodyear arising from
vehicle crashes involving the G 1 5 9 tire. Those actions generally allege similar facts, namely that
the G 1 5 9 was prone to heat-induced failure when used at highway speeds, and that Goodyear had
improperly increased the speed rating from 65 to 75 mph in 1 9 9 8 which led to failures in as many
as one-in-10 motorhomes. This astounding failure rate surpasses the defect rate of the infamous
Firestone tires of the 1 9 9 0 s (a scandal which almost brought down the entire Firestone brand).
3
I hereby incorporate the Declaration and Power of Attorney of Diane Klobukowski by
reference, attached hereto.

February 1 9 , 2 0 1 9
Page 3
CT Laborers seeks all information provided to or known to the Company's senior
executives and the Board of Directors (the "Board")" about the G 1 5 9 , including safety data, related
litigation and governmental inquiries. CT Laborers has reviewed substantial public information
(including court filings, legal settlements, news reports and reports of investigations by regulators)
that senior Company executives and directors have known of the G 1 5 9 safety problems for years
and failed to rectify the problems, provide the legally required information regarding these failures
to the appropriate regulators and failed to inform shareholders of the issue and the potential impact
on the Company (and its finances). In addition, Goodyear now faces increased scrutiny from
federal regulators for having concealed these defects.
It appears that Goodyear made a concerted effort to keep the potential safety defect of the
G 1 5 9 out of the public domain. Settlements of vehicle accidents involving the G 1 5 9 tire were
routinely kept confidential. Recently, however, documents filed with the U . S . District Court for
the District of Arizona in Haeger v. Goodyear et al., Case No. 2:05-cv-02046-GMS (the "Haeger
lawsuit") have revealed a trove of information documenting the alleged problems with the G 1 5 9
tire. Importantly, this lawsuit also provides clear allegations which tie senior executives and
directors at Goodyear to direct knowledge of the safety issues with the G159 tire and the
settlement(s) of at least some lawsuits against Goodyear. For example, Haeger filings state that
Goodyear's attorney prepared a settlement memo that said the Company's internal tests in August
1996 showed the G 1 5 9 could be speed-rated at 65 mph, "but would not have satisfied Goodyear's
standard for qualifying the tire at 75." The Haegar lawsuit further claims that following
Goodyear's speed rating increase to 75 mph in 1998, G159 failure claims increased rapidly.
Goodyear disclosed in court filings that the Company had received more than 700 hundred
property damage claims related to G 1 5 9 failure claims, along with 98 injury and death claims.
Despite all this, no recall has ever been issued, and the Company has continued to publicly deny
any safety issues with the G l 5 9 .
During the Haegar lawsuit, Goodyear's court experts testified that a tire like the G l 5 9 ,
when properly pressurized and operating at 75 mph or more, should generate an internal
temperature of 1 4 0 - 1 5 0 degrees Fahrenheit. "Once a tire exceeds a temperature at 200 degrees F,
most commercial medium truck tires will begin to experience degradation of material properties
that can lead to tread separation," according to Jim Gardner, one of the experts in G 1 9 5 cases.
Other documents produced during the Hae gar case reveal that Goodyear's tests in August 1 9 9 6
found the G 1 5 9 would develop temperatures well in excess of 200 degrees when traveling at 75
mph. Moreover, as various states began to increase their speed limit to 75 mph, Goodyear increased
the G l 59's speed rating to match the limit, even though it knew "the tire would generate
4
Goodyear's current Board members are: Richard J. Kramer, James A. Firestone, Werner
Geissler, Peter S. Hellman, Laurette T. Koellner, W. Alan McCollough, John E. McGlade,
Maichael J. Morell, Roderick A. Palmore, Stephanie A. Streeter, Thomas H. Weidemeyer, and
Michael R. Wessel.

February 1 9 , 2 0 1 9
Page 4
temperatures well beyond the design capacity of the tire, producing predictable tread
separations, with resultant death and injury".
The Hae gar settlement memos were filed under seal along with a publicly available brief.
The Haegar plaintiffs attorney, David Kurtz ("Kurtz") drafted and sent a 29-page letter to federal
regulators at the U . S . National Highway Traffic Safety Administration ("NHTSA") purportedly
detailing the issues with the G159 tire. This information comes from articles written by an
automobile-enthusiast news organization Jalopnik (which stated they reviewed the letter from
Kurtz to the NHTSA). Jalopnik reported that Goodyear's former General Counsel Tom Harvie
and its current general counsel and secretary, David Bialoski, were "specifically" told about the
G159 failures in settlement requests. Kurtz purportedly also added in the letter that he has
"evidence that Goodyear's CEO, Richard Kramer, was personally familiar with failures regarding
the G 1 5 9 . " Kurtz also claimed that a Goodyear attorney made a presentation to the Goodyear
Board of Directors, including Mr. Kramer, in 2 0 1 0 regarding G 1 5 9 cases.
These events and Goodyear's actions were only made public after the Court in Haegar
unsealed the records. The Court in Haeger found that Goodyear's representatives provided false
testimony and that Goodyear was "operating in bad faith." In assessing sanctions against
Goodyear, the Court found that the Company "participated directly in the fraud" and its
"involvement extended well into its corporate offices."
Kurtz' letter to the NHTSA appears to have spurred government regulators to act. A letter
dated April 3, 2 0 1 8 from the NHTSA to Goodyear's Manager of Global Regulations, Standards
and Compliance was made public on the NHTSA's website. This letter informs Goodyear that the
NHTSA has opened a Preliminary Evaluation to "investigat[e] allegations of tire failures on Class
A motorhomes and to request certain information about the field performance, design and
construction of these tires. The letter further states that "[t]he Office of Defects investigation has
received 1 0 consumer complaints alleging failures of Goodyear G 1 5 9 tires on motor homes. Two
of these complaints allege a crash occurred as a result of the tire failures. Goodyear separately
reported 9 claims under 49 CFR Part 579 alleging 1 death and 1 3 injuries."
The NHTSA letter states that the alleged defect in the G159 that the NHTSA is
investigating is the following:
Tire failure caused by an abrupt loss of air, whether confirmed or
alleged, including but not limited to, ( 1 ) air loss resulting in inability
of the tire to support the wheel load; (2) blow-out; (3) tire rupture;
(4) rapid deflation; (5) tread separation/detachment; (6) belt
separation/detachment; (7) liner failure; (8) sidewall cracking; and
the like.

February 1 9 , 2 0 1 9
Page 5
Along with NHTSA's defect probe, the Department of Transportation's office of inspector
general has a separate ongoing probe of its own that could lead to criminal charges against
Goodyear and certain of its senior executives if they are found to have withheld incident data
regarding the G 1 5 9 tire from regulators. The damages to Goodyear itself could range into the
hundreds of millions of dollars. These damages are in excess of the tens of millions of dollars
already paid out in legal settlements to those injured in vehicle accidents involving the G 1 5 9 .
B. Proper purposes
Based on the foregoing, the CT Laborers makes this Document Demand for the proper
purposes of:
(a) investigating corporate waste, mismanagement or wrongdoing, and breach of
fiduciary duties of loyalty and good faith on the part of Goodyear's officers and
directors with respect to the above-described matters;
(b) investigating the disinterestedness and ability of the Board to consider a demand to
initiate and maintain litigation related to any breaches of fiduciary duty detailed
herein;
(c) determining whether the current directors are fit to continue serving on the Board
of Directors; and
(d) taking appropriate action (including, but not limited to, the preparation and filing
of a shareholder derivative lawsuit, if appropriate) in the event the members of the
Company's management and Board of Directors did not properly discharge their
fiduciary duties.
This demand to inspect Goodyear's books and records is undertaken in good faith and
pertains to CT Laborers' interest in reviewing the manner in which Goodyear is being managed.
The Ohio courts have consistently found similar shareholders' demands to inspect a corporation's
books and records for reasons such as this one to be proper. See, e.g., No-Burn, Inc. v. Murati,
201 l-Ohio-5635, ,r 1 3 (Ct. App.); Grossman v. Cleveland Cartage Co., 8 Ohio Op. 2d 492 (Cuy.
Cty. Ct. of Com. Pls., 1 9 5 9 ) . The below demands are necessary and essential to effectuate the
Fund's purpose.
III. Demand for Inspection
For the period from January 1 , 1 9 9 4 to the present, CT Laborers requests the following
books and records be made available for inspection by its attorneys, Cohen Milstein Sellers & Toll
PLLC and The Shuman Law Firm:

February 19, 2 0 1 9
Page 6
1. All minutes or Board books, reports, presentations, handouts, emails, and other
materials provided or sent to the members of Goodyear's Board of Directors, or
any subcommittees thereof, concerning the following:
a. the 0 1 5 9 tire;
b. internal corporate audits concerning the G 1 5 9 tire;
c. lawsuits against Goodyear which involved the 0 1 5 9 tire;
d. the Company's compliance or purported compliance with NHTSA regulations,
and/or other federal laws, regulations or guidelines, with respect to reporting of
accidents involving the G 1 5 9 tire to government regulators, and any documents
or reports that the Company violated or may have violated any NHTSA
regulation;
e. the requirements and channels for reporting potential NHTSA violations to
management, including the Board of Directors, at the Company; and
f. remediation actions recommended, considered and/or taken to remedy any
problems with safety of the G 1 5 9 tire, including all documents which discuss
the costs and impacts thereof.
2. All communications between Goodyear's compliance officers and Goodyear's
CEO, and/or Board members, related to the G 1 5 9 tire, including regarding safety
testing, speed testing and/or other testing of the 0 1 5 9 ire.
3. All safety testing (including speed rating testing) performed on the 0 1 5 9 tire.
4. All documents provided by the Company in response to the NHTSA Preliminary
Investigation letter referenced above and dated April 3, 2018, or any similar
investigation by a government regulator concerning the G 1 5 9 tire.
5. All communications, including electronic communications, between any director,
regarding problems with safety of the 0 1 5 9 tire.
6. Any internal reports, including reports from "whistleblowers" regarding the G 1 5 9
tire and/or safety issues with the G 1 5 9 tire.
7. All Board minutes or books, reports, handouts, and other materials provided to the
members of Goodyear's Board of Directors, or any subcommittees thereof,
concerning any investigations undertaken by the Company and/or its Board of
Directors regarding the issues raised in any investigation of the G 1 5 9 tire by any
regulatory body, including but not limited to the NHTSA, referenced herein, or any
other investigation regarding allegations that the Company may have violated, or
did violate, U.S. laws and/or regulations;

February 1 9 , 2 0 1 9
Page 7
8. All Company manuals or policies distributed to employees, officers, and/or
directors to ensure compliance with NHTSA regulations.
9. All documents produced in response to any subpoenas or requests for production
of documents issued by the DOJ, NHTSA, or any other U . S . government agency or
regulator, concerning the misconduct described herein.
10. All communications between the Company or its employees and any U.S.
governmental agency, including, but not limited to, the DOJ, NHTSA, or any
agency, employee, or representative thereof, concerning the investigations
referenced herein.
11. Documents sufficient to identify all Goodyear employees who made direct reports
to Goodyear's Board of Directors, or any subcommittee thereof, as well as the
positions held by any such employees.
12. For the Goodyear employees identified in the preceding demand, all reports, draft
reports, emails, communications, or other documents concerning the Company's
0 1 5 9 tire.
13. All documents which have any bearing on the independence and disinterestedness,
or lack thereof for purposes of legal futility of demand under Ohio law for any
current member of the Board of Directors.
14. All documents produced in the Haeger v. Goodyear et al., Case No. 2:05-cv-02046-
GMS, (D.Ariz.)
IV. Conclusion
CT Laborers hereby demands that: (a) originals or attested copies of the foregoing
documents and records be made available for inspection and copying by Cohen Milstein Sellers &
Toll PLLC and its attorneys and agents, during usual business hours until the inspection is
completed; or (b) the Company deliver copies of such records, within five (5) business days after
receipt of this letter, to the attention of Richard Speirs at Cohen Milstein Sellers & Toll PLLC, 88
Pine Street, 14th Floor, New York, NY 10005; Tel. (212) 838-7797; or via secure email to
rspeirs@cohenmilstein.com. We will reimburse the Company the reasonable copy costs if the
documents are sent in hardcopy to Cohen Milstein Sellers & Toll PLLC. We will agree to enter
into a reasonable Confidentiality Agreement.

February 19, 2 0 1 9
Page 8
Please advise as soon as possible and, in any event, on or prior to the expiration of five
business days after the date this demand is received by the Company, when and where the items
demanded above will be made available or, in lieu thereof, when copies of such items will be
delivered.
Sincerely,
COHEN MILSTEIN SELLERS & TOLL PLLC
Richard A. Speirs
THE SHUMAN LAW FIRM
Kip B. Shuman
Attachments

EXHIBIT [A]

SPECIAL POWER OF ATTORNEY AND DECLARATION
KNOW ALL PERSONS BY THESE PRESENTS, that the Connecticut Laborers Pension
Fund ("CT Laborers" or the "Fund"), a stockholder of record in The Goodyear Tire & Rubber Co.
("Goodyear" or "the Company"); does hereby make, constitute and appoint Cohen Milstein Sellers
& Toll PLLC, 8 8 Pine Street, 14th Floor, New York, NY 1 0 0 0 5 and any person designated by
them to act as true and lawful attorney in fact for it, in its name, place, and stead, in all matters
regarding the inspection and examination of books and records of Goodyear, pursuant to Section
1701.37(c) of the Ohio Revised Code, giving and granting unto said attorney full power and
authority to perform all and every act and thing whatsoever requisite, necessary and proper to be
done in and without the premises, as fully, to all intents and purposes as they might or could do,
with full power of substitution and revocation, hereby ratifying and confirming all that is attorney
or the substitute shall lawfully do or cause to be done.
The Fund declares and affirms under the penalty of perjury, pursuant to the laws of the
State of Ohio, that the purposes set forth in its demand on Goodyear constitute a true and accurate
statement of the reasons the Fund desires to review the demanded books and records that such
demand is made in good faith.
IN W I TN E S S HEREOF, r have hereunto set my hand as of 2 - J Lf , 2019.
��-
Diane Klobukowski,
Executive Director
Connecticut Laborers Pension Fund
ACKNOWLEDGEMENT
On f-2!::>ru...: '.':\ I Y , 2 0 1 9 , before me Dl'-"4 iclc·'::>«.�a....r-.� .'· , a notary public, personally
appeared , ,,... o e,. !°)L'.,... and proved to me on the basis of satisfactory
evidence to be the person whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalfof which the person acted, executed the instrument.
WITNESS my hand and official seal.
E L I Z i \ 8 E T H G . G I B S O f \J
N O t -1 f ? Y l ' l / N U C
M Y GOMIVilSSION EXPIRES FEB. 28. 20�3

EXHIBIT [B]

I.D
rl
.........
M
0
<,
N
LO
.-I
0
i
.-I
rt)
i:i::
z �.
0 ,il
, ,il H ,
�
,:i: � Cl) ::.:
::;.:
. z l:ll r,::i
z J;:l [',< C)
i:i:: Pl � r,::i
- 0 E,. Q
� Ii, - Cl)
� � � Q s
� � r,::i ::>
H E,.
Cl] Q O � �
::I:
Z O
E,.
r,::i
� Q
H E-<
N Cll ..:I
LO
H B O
E,-,
H e l1.l
Z
.-I
0
z U Cll O N
0 < H C)
� E,-,
.-I C) I .-I
C'1 r:z1
N i:i::
r,::i
.-I �
LO 0
.-I CJ
§]
0 r,::i
N CY
.-I r:z:I
0 Q
N
.-I
LO
.-I
0
..
p:,:
i:i:: 0
p:,: r:z:I
0 �
�
..:I
;� �
Cl]
0 H
E,-, E-< 0 z
C)
H
� �
0 .-I
N
u \0 �
LO u o
0 ,:i: ...
.-I
.-1
\0
0
...
()"\
C'1
i<
i<
i<

LJl
1 1 � 1 1 1 1 1 1 1
� n
u z
1 1 1
rl E-< U H
r- s .:i::
r,:i O
t!l u
.:i:: u
P. .:i::
i( I I ; I I I I I I I I I I
�
:,.::
I I i I I I I I I I I
0::
� � :
� :
,�!
.:X: <, 0
�
C/l
1
I
1 1 � 1 1 1 1 1 1 1 1
f-< N H O I
C/l rl C/l U I
Z I
E-< µ:, J::<:i I
J::<:i Q P. I
C/l
C/l C/l C/l
.:X: .:X: 0:: I
J::<:j I
0:: I
Q I
� :
� J � 1 1
H I l:Q
� : �
H I ...,
0:: I rl
U I � 0
C/l I rl
J::<:j I J::<:i O
Q I !Z LJl
I H I.fl
I E-i N O
I CO N
I !Z C"'l O
: � .. g
I :,.., P. rl
I Q H rl
Q C/) \0
I I I 11 I I I I I
I
I O P O
I t!) tJ si<
;I ·.
0
°'
r--
::r:
C/l
1Z
,<:t:
p..

N
0
.-I
.-I
I.O
0
Q
µ1
N
H
�z
µ1
pc: �
Cll
Cll
0
H
H
• 0 0 0 0
0
0 I.O 0 0 I.O
O'I
""'
0 .-I 0 I.O LI)
I.O
.-I
§ Cll
Q
O'I 0 O'I r-
0 µ1
r- .-I
""'
.-I LI) LI)
µ1 r- .-I .-I (VJ

µ1 CJ
.-I .-I
CJ
.-I .-I
0
� � pc: I I
P,
0 0 0 0
0 0 0 0
Cll
<, µ1
0 0 I.O I.O
µ1 Cll
O'I O'I N
::.: z r- .-I LI) LI)
0 µ1 ""'
.-I .-I (VJ
CJ P,
z >::
H µ1
0 0 0 0
0 I.O I.O I.O
0
.-I
0
.-I
0
.-I
0
I
LI)
.-I .-I
r- r-- .-I
""'
I
:>
E-<
pc:
P,
.:i:
CJ
I
� I CX)
""'
N
.-I
.-I
.-I
.-I
0
""'
0 r- Q
P, .-I H
µ1 <, ::.:
0 0 0 0
pc: .-I
0 0 0 0
r'1 :> 0 0
0 0
,-::i -...... CJJ
I
0 0 0 0
µ1
H N H
<, ::,
.:i:: .-I
0 0 0 0
E-<
0 0 0 0
I
0 � �
I
µ1
LI) LI)
O'I
z
Q E-<
0
H
i :>
r- (VJ (VJ .-I
""'
.-I
� Cll Cll �
H r- z P,
:> .-I r,::i

H ......._ P,
E-< .-I
CJ <, Cll
r-
,:x: ""' pc: .-I
µ1
<,
E-< ::.: pc: 0
CJ I.O
µ1 0 0
.-I
Cll pc: � pc: <,
Cll r,..
r,::i I.O
-:t: ,-::i
0
Ill
E-<
CJ § z
0
z
0
H � Q Cll Q Q ,-::i
E-< µ1 µ1
E-<
P,
µ1 13 � r,::i :> :> �
H
pc: H H Cll H H 0 z
µ1 Cll µ1 µ1 E-< 0
pc: H E-<
E-< H CJ .:i: CJ CJ H
CJ
Cll
.-I Cll µ1 r,::i µ1
z E-<
0 0 pc: µ1 pc: pc: 0 H
µ1
P, Cll H Cll
Q � .-I
µ1 0 r,::J � µ1 µ1 E-< 0
:>, LI) ::.: ::.: ::.: CJ P,
Q LI)
� O CJ O O .:i::
0 N H Cll
CJ � CJ CJ
0 CX) E-< z z z
C!J (VJ H H P, H H �
z � H
H e- r- r-- r- E-< r,..

.-I .-I .-I .-I
........ ........ ........ ........

.-I I.O .-I .-I
0 .-I O O
µ1
........ ........ ........ ........
I.O I.O O'I N
E-<
0 0 0 .-I

_. .l::!.QJ.dinu..12mil
ASSET ALLOCATION· CT LABORERS P E N S I O N · LSV MID-CAP· 4061100020
_.
-...
--
All Holdings As OfDate 02/15/2019
% of Unrealized Gain I
Description CUSIP Holdings Quantity Markel Value Loss Yield
-
- - --
-- -
- - -
- - - -
----
- - - -
-----
- - - -
- - -
- - - -
-- - -
- --
-
--
-
--
- ---- -·-
--
-
-- - --
- --
- -- . - � - - - ·- -- .
- - -
-- - - -
- -- -
- -
--
-
-
lllllllllr
-------
... _- - -
-- - --
% of Unreellzed Gain I
Description CUSIP Holdings Quantity Market Value LOH Yield
- - -
-
I
-
- -
-.
- - ---- -- - --
- -·-
- -
-
-
--
--
---·-
I 1-
-- - . .
- -
·-
- -- - --- - - -
-- -- -
--
- -
-
--
- --
--
-
I �
- -- -
-- - -
-- _. - - - - -- --
- - --
-- -
=-- - -- - -- --
-- - --
- -- --
-
-
- -
-- --
--
-·-
- GOODYEAR TIRE & RUBBER CO
$18.46 as of2/14/2019
--
362550101 0 58 % 11,400.0000 $'210.444 00
--
($169,955.12) 3.47 %
- -
_.
I
--
-
--
-·-.,
-
·-
---- --
--
--
--
-
·- -
-
-
. -- -
-·-
--
-
AMENDED SPECIAL POWER OF ATTORNEY AND DECLARATION
KNOW ALL PERSONS BY THESE PRESENTS, that the Connecticut Laborers Benefit
Funds ("CT Laborers" or the "Fund"), a beneficial stockholder in The Goodyear Tire & Rubber
Co. ("Goodyear" or "the Company"), does hereby make, constitute and appoint Cohen Milstein
Sellers & Toll PLLC, 88 Pine Street, 14th Floor, New York, NY 10005 and any person designated
by them to act as true and lawful attorney in fact for it, in its name, place, and stead, in all matters
regarding the inspection and examination of books and records of Goodyear, pursuant to Section
1701.37(C) of the Ohio Revised Code, giving and granting unto said attorney full power and
authority to perform all and every act and thing whatsoever requisite, necessary and proper to be
done in and without the premises, as fully, to all intents and purposes as they might or could do,
with full power of substitution and revocation, hereby ratifying and confirming all that is attorney
or the substitute shall lawfully do or cause to be done.
CT Laborers declares and affirms under the penalty of perjury, pursuant to the laws of the
State of Ohio that the purposes set forth in its demand on Goodyear constitute a true and accurate
statement of the reasons CT Laborers desires to review the demanded books and records that such
demand is made in good faith.
+-A�"- - "'-L.. tc; ,c.k�_,,£.. . . . . ,R

IN WITNESS HEREOF, I have hereunto set my hand as of , 2019.
I � I
Diane Klobukowski,
Executive Director
Connecticut Laborers Benefit Funds
ACKNOWLEDGEMENT
On VV\.tvit," 4' , 2019, before me.D·\1uv1.. ... klobwca.. .,r(, a notary public, personally
appeared l h. P,.:?. .t:::?;,l,._..__ and proved to me on the basis of satisfactory
evidence to be the person whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
ELIZABETH G. GIBSON
NOtlll?Y l'l/UUC
MY G01v1MISSION EXPIRES FEB. 28. 2023

Connecticut Laborers Pension Fund v. Goodyear

Transféré par

Informations du document

Copyright

Partager ce document

Partager ou intégrer le document

Options de partage

Avez-vous trouvé ce document utile ?

Ce contenu est-il inapproprié ?

Droits d'auteur :

Connecticut Laborers Pension Fund v. Goodyear

Transféré par

Droits d'auteur :

CV-2019-03-1203 MCCARTY, ALISON E.

03/28/2019 15:20:43 PM CMCO Page 1 of 28

IN THE COURT OF COMMON PLEAS

VERIFIED COMPLAINT PURSUANT TO 17 O.R.C. Ann. 1701.37(C)

NATURE OF THE ACTION

1. This is a complaint brought pursuant to 17 O.R.C. Ann. 1701.37(C) (“1701.37(C)”)

Comapny (“Goodyear” or the “Company”).

Sandra Kurt, Summit County Clerk of Courts

JURISDICTION AND VENUE

place of business is in Summit County.

6. Plaintiff, Connecticut Laborers Pension Fund, currently owns shares of Goodyear

Sandra Kurt, Summit County Clerk of Courts

Goodyear common stock.

7. Defendant Goodyear is an Ohio corporation with its principal place of business

located at 1144 E. Market St., Akron, Ohio.

UNDERLYING WRONGDOING AT GOODYEAR

brought down the entire Firestone brand).

9. Numerous sources of public information (including court filings, legal settlements,

to have significantly increased.

Sandra Kurt, Summit County Clerk of Courts

to publicly deny any safety issues with the G159.

Sandra Kurt, Summit County Clerk of Courts

producing predictable tread separations, with resultant death and injury”.

Kurtz’ communications with federal officials.

15. Kurtz’ letter to NHTSA has spurred government regulators to act.

Sandra Kurt, Summit County Clerk of Courts

Tire failure caused by an abrupt loss of air, whether confirmed or

data regarding the G159 tire from regulators.

of Directors breached their fiduciary duties to Goodyear.

Sandra Kurt, Summit County Clerk of Courts

PLAINTIFF’S ACTIONS ON BEHALF OF THE COMPANY

Plaintiff’s Books and Records Request

(a) investigating corporate waste, mismanagement or wrongdoing, and breach

with respect to the above-described matters;

Board of Directors; and

(c) taking appropriate action (including the preparation and filing of a

22. Plaintiff requested several categories of documents that were focused on

Sandra Kurt, Summit County Clerk of Courts

independence (or lack thereof) of the directors. Id.

lawsuit by the Company’s legal department and senior executives.

REQUEST FOR RELIEF

WHEREFORE, Plaintiff demands judgment as follows:

of the books and records of Goodyear identified in Exhibit 1;

reasonable attorneys’ fees, incurred in the prosecution of this action; and

Sandra Kurt, Summit County Clerk of Courts

KORHMAN JACKSON & KRANTZ LLP

/s/ Brett S. Krantz

COHEN MILSTEIN SELLERS

COHEN MILSTEIN SELLERS

THE SHUMAN LAW FIRM

Sandra Kurt, Summit County Clerk of Courts

THE SHUMAN LAW FIRM

Sandra Kurt, Summit County Clerk of Courts

IN THE COURT OF COMMON PLEAS

and accurate to the best of my knowledge.

Sandra Kurt, Summit County Clerk of Courts

VIA USPS PRIORITY OVERNIGHT MAIL

The Goodyear Tire & Rubber Co.

Attention: David L. Bialosky,

General Counsel and Secretary

Re: Demand/or Shareholder Inspection of Books and Records Pursuant to 1 7

O.R.C. Ann. 1701.37(c)

Dear Mr. Bialosky:

I. The IBEW Is a Current Shareholder of Goodyear

and Power of Attorney of Diane Klobukowski (the "Declaration"), attesting to CT Laborers'

demand. The Declaration is accompanied by documentary evidence of CT Laborers' beneficial

and directors, as well as all affiliates, joint ventures, and subsidiaries.