Marsh v. New York ( 2007 )


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  • 05-0514-cv, 05-0702-cv, 05-0706-cv, 05-0708-cv
    Marsh, et al. v. New York, et al.
    
    
                                       UNITED STATES COURT OF APPEALS
    
                                                FOR THE SECOND CIRCUIT
    
                                                     August Term, 2005
    
    (Argued: February 6, 2006                                       Decided: August 28, 2007)
    
       05-0514-cv (Lead),-0702-cv (XAP),-0706-cv (XAP),-0708-cv (XAP)
    
                             ----------------------------------------
    
              Langdon Marsh, as Acting Commissioner of the New York
              State Department of Environmental Conservation and
              Trustee of the Natural Resources and Michael D. Zagata,
              as Commissioner of the New York State Department of
              Environmental Conservation,
    
                                                     Plaintiffs,
    
              State of New York and Denise M. Sheehan, as Acting
              Commissioner of the New York State Department of
              Environmental Conservation and Trustee of the Natural
              Resources,
    
                          Plaintiffs-Appellants-Cross-Appellees,
    
                                                        - v. -
    
              Daniel Rosenbloom, Firmanco Associates, First Manhattan
              Company, as distributees of the assets of Panex
              Industries, Inc., Andreas Gal, Norman Halper and Oliver
              Lazare, in their capacities as co-executors of the
              Estate of Paul Lazare and Goldman Sachs & Company, as
              distributees of the assets of Panex Industries, Inc.,
    
                          Defendants-Cross-Defendants-Appellees-
                                     Cross-Appellants,
    
              Panex Industries, Inc., Panex Industries, Inc.
              Liquidating Trust, Alpine Group, Inc., and Rochester
              Button Company, Inc.,
    
                                      Defendant-Cross-Defendant,
    
              Dresser Industries Inc.,
                      Intervenor-Plaintiff-Movant,
    
         Turbodyne Electric Power Corporation, McGraw-Edison
         Company, Inc., Dresser-Rand Company, ABB Air Preheater,
         Inc., and Village of Wellsville,
    
             Defendants-Cross-Claimants-Cross-Defendants,
    
         Successor Panex Industries, Inc. Stockholders
         Liquidating Trust, Michael D. Debaecke, Esq., as
         Trustee of Successor Panex Industries, Inc.
         Stockholders Liquidating Trust,
    
                              Defendants,
    
         Cooper Industries, Inc.,
    
                   Intervenor-Third Party-Defendant.
    
    
              ------------------------------------------
    
    B e f o r e:     JACOBS, POOLER, and JOHN R. GIBSON,* Circuit
                     Judges.
    
    
         Appeal from a judgment of the United States District Court
    
    for the Western District of New York (Elfvin, J., District Judge)
    
    following orders dismissing the State of New York's claims
    
    against the dissolved corporation Panex's shareholder-
    
    distributees and denying the Panex trustees' motion to dismiss
    
    the State's CERCLA claims against Panex.    We affirm the dismissal
    
    of the State's claims against the shareholder-distributees and
    
    reverse the judgment granted to the State on its CERCLA claims
    
    against Panex.
    
    
    
         *
          The Honorable John R. Gibson, Circuit Judge, United States
    Court of Appeals for the Eighth Circuit, sitting by designation.
    
                                      2
                              RICHARD P. DEARING, Assistant Solicitor
                              General of the State of New York, and
                              EUGENE J. LEFF, Assistant Attorney
                              General of the State of New York, for
                              Plaintiff-Appellant-Cross-Appellee State
                              of New York and Alexander Grannis**.
    
                              GITA F. ROTHSCHILD, law firm of McCarter
                              & English, LLP, and MARK F. ROSENBERG,
                              law firm of Sullivan & Cromwell LLP, for
                              Defendants-Cross-Defendants-Appellees,
                              Cross-Appellants Daniel Rosenbloom,
                              Firmanco Associates, and First Manhattan
                              Company.
    
                              ROBERT L. TOFEL and MARK A. LOPEMAN,
                              Tofel & Partners, LLP, for Defendants-
                              Cross-Defendants-Appellees, Cross-
                              Appellants Andreas Gal, Estate of Paul
                              Lazare, Norman Halper, Oliver Lazare.
    
                              BRIAN M. COGAN, Stroock & Stroock &
                              Lavan LLP, for Defendant-Appellee-Cross-
                              Appellant Goldman Sachs & Company.
    
    
    JOHN R. GIBSON, Circuit Judge.
    
         The State of New York appeals from orders of the United
    
    States District Court for the Western District of New York
    
    (Elfvin, J., District Judge) dismissing its claims against
    
    shareholder-distributees of Panex Industries, Inc., a dissolved
    
    Delaware corporation.   The State asserted these claims several
    
    years after Panex had been dissolved, outside the corporate wind-
    
    up period established by Delaware General Corporation Law § 278
    
    
         **
          Alexander Grannis succeeded Erin M. Crotty to the office of
    Commissioner of the New York State Department of Environmental
    Conservation and is named here pursuant to Federal Rule of
    Appellate Procedure 43(c)(2).
    
                                     3
    and before obtaining a judgment against Panex as required by
    
    Delaware General Corporation Law § 325(b), but the State argues
    
    that its claims are valid under the common law equitable trust
    
    fund doctrine.    The shareholder-distributees cross-appeal from
    
    the district court's denial of a motion to dismiss the State's
    
    CERCLA claims against Panex and the summary judgment granted to
    
    the State on those claims.    They argue that Delaware General
    
    Corporation Law § 278 governs and that Panex lacked capacity to
    
    be sued under the statute because it had been dissolved for over
    
    three years by the time the State notified Panex of its claims
    
    and filed suit.    The district court found that CERCLA preempted
    
    section 278 in this instance.
    
                                     I.
    
         The issues raised in this appeal are one chapter in a
    
    complex tale involving numerous parties.    At the heart of the
    
    suit is the State's effort to recover $4.5 million in
    
    unreimbursed environmental response costs that it has paid to
    
    investigate and clean up the Wellsville-Andover Landfill site in
    
    Allegany County, New York.1
    
         Panex Industries, Inc., was formed in 1981 under Delaware
    
    law as part of the reorganization plan of its predecessor
    
    company, Duplan Corporation.    One of Duplan's operating divisions
    
    
         1
         In all the State paid or raised costs of $10 million in
    connection with cleanup of the site, and the remaining sum is
    what is left after the State's settlements with other parties.
    
                                      4
    had been the Rochester Button Company, a manufacturing plant.    In
    
    the early 1970s, Rochester Button used the Wellsville-Andover
    
    Landfill site to dispose of its industrial waste, placing much of
    
    it in a special disposal pit designated for Rochester Button’s
    
    exclusive use.   There was abundant evidence that Rochester Button
    
    made substantial deposits of hazardous waste at the landfill
    
    during the course of its operations.   The New York State
    
    Department of Environmental Conservation ultimately determined
    
    that the site presented a significant threat to the public health
    
    and environment, and the State began incurring response costs in
    
    connection with its investigation of contamination at the site in
    
    April 1984.
    
         Meanwhile, unaware of the contamination at the landfill site
    
    or of the State's recently commenced investigation, Panex’s
    
    shareholders voted to dissolve the corporation on September 24,
    
    1984.   Panex filed its Certification of Dissolution effecting its
    
    formal dissolution under Delaware law on April 15, 1985.    To
    
    facilitate the corporate wind-up, Panex's liquidation plan
    
    created a Stockholder’s Liquidating Trust, which was intended in
    
    part to reduce tax liability arising after dissolution, see City
    
    Investing Co. Liquidating Trust v. Continental Casualty Co., 
    624 A.2d 1191
    , 1196 (Del. 1993).   Panex's former shareholders had
    
    received liquidating distributions totaling $64 million before
    
    the Trust was created.   The Trust received $6 million in funding
    
    
                                     5
    at its inception, and it distributed about $4.5 million to former
    
    shareholders in July 1987 when the statute of limitations had run
    
    on its 1982 and 1983 tax years and there were no other known
    
    Panex liabilities.   In all, the shareholder-distributees received
    
    over $68 million in distributions.   The defendant-appellees in
    
    this action were among those distributees.
    
         Delaware General Corporation Law § 278 generally establishes
    
    a three-year continuation period, beginning at dissolution, for
    
    dissolved corporations to wind up their affairs and for unknown
    
    claimants to assert claims against the corporation.   After this
    
    period, the corporation ceases to exist and lacks capacity to be
    
    sued.   The State sent Panex formal notice of its claim for
    
    response costs at the landfill site in March 1988, but Panex did
    
    not receive the notice until April 25, 1988--just over three
    
    years after its dissolution (which occurred on April 15, 1985),
    
    thus just after the wind-up period expired.   Upon receipt of this
    
    notice, the trustees of the Panex Trust extended the life of the
    
    Trust and postponed further distributions.    For the next several
    
    years, the State conducted investigations at the site and, in
    
    1994, formulated a remediation plan.
    
         After adopting the remediation plan, the State filed this
    
    action in the Western District of New York against Panex, the
    
    Panex Trust, and the purchasers of the Rochester Button assets,
    
    among others, asserting federal claims under CERCLA and nuisance
    
    
                                     6
    claims under New York law.    On behalf of Panex, its trustees
    
    moved to dismiss, arguing that Delaware General Corporation Law §
    
    278 barred all claims against Panex because the suit was filed
    
    more than three years after its dissolution.    The district court
    
    dismissed the state-law nuisance claims but denied the motion to
    
    dismiss the CERCLA claims, holding that CERCLA preempted
    
    Delaware's statutory limit on the dissolved corporation's
    
    capacity to be sued.
    
         In March 1997, the costs of defending this and another
    
    CERCLA lawsuit2 had depleted the Panex Trust further, and the
    
    district court granted the State leave to join Panex's
    
    shareholder-distributees as defendants in this action.    The State
    
    asserts claims under the common law equitable trust fund
    
    doctrine, which allows claimants against a dissolved or insolvent
    
    corporation to follow the distributed assets of the corporation
    
    into the hands of its shareholders in order to satisfy the
    
    corporation’s liability.     See, e.g., Koch v. United States, 
    138 F.2d 850
    , 852 (10th Cir. 1943).
    
    
         2
         Panex and the shareholder-distributees were involved in
    similar environmental litigation in the Virgin Islands, and the
    Third Circuit concluded that Panex lacked capacity to be sued
    under Delaware General Corporation Law § 278 and that Delaware
    General Corporation Law § 325(b) barred suit against the former
    shareholders. In re Tutu Wells Contamination Litig., No. 95-
    7280, slip op. at 9 (3d Cir. Dec. 21, 1995) (noted in table at 
    74 F.3d 1228
    ). The shareholder-distributees have argued that the
    State participated in that litigation and is bound by the outcome
    in that case, but we need not reach that argument to resolve the
    instant appeal and cross-appeal.
    
                                       7
         Panex's shareholder-distributees moved to dismiss the claims
    
    against them under Federal Rules of Civil Procedure 12(b)(1) and
    
    12(b)(6).   The district court granted the motion on October 2,
    
    1997, ruling that the trust fund doctrine did not survive
    
    Delaware's enactment of section 278, which barred the State’s
    
    claims because they were not brought within three years of
    
    Panex’s dissolution.   The district court also concluded that the
    
    State’s claim against the shareholder-distributees was premature
    
    on the ground that Delaware General Corporation Law § 325(b)
    
    required the State to obtain a judgment against Panex and the
    
    Panex Trust, and have that judgment returned unsatisfied, before
    
    pursuing recovery from the shareholder-distributees, which the
    
    State had not done.    The court rejected the State's argument that
    
    it should adopt the trust fund doctrine as a matter of federal
    
    common law under CERCLA, which would in turn preempt the Delaware
    
    statutes.   As a result of this ruling, the shareholder-
    
    distributees were dismissed as defendants.
    
         Seven years later, the district court granted summary
    
    judgment to the State on its CERCLA claims against Panex and the
    
    successor trust that had succeeded the Panex Trust, concluding
    
    that CERCLA preempts the Delaware statutory limits that otherwise
    
    would bar suit against the dissolved corporation.   The district
    
    court's judgment held Panex and the successor trust jointly and
    
    severally liable to the State for $4,558,034.83 under CERCLA §
    
    
                                      8
    107, 42 U.S.C. § 9607, and declared that those entities were
    
    jointly and severally liable for all future response costs
    
    incurred by the State in cleaning up the site under CERCLA §§
    
    113(g)(2).   Neither Panex nor the successor trust has any assets
    
    to pay the judgment, so, if the State is going to recover from
    
    anyone, it must be the shareholder-distributees.   Thus, the State
    
    appeals the district court's 1997 order dismissing its claims
    
    against the shareholder-distributees.   The shareholder-
    
    distributees cross-appeal the 2004 grant of summary judgment
    
    against Panex and the denial of an earlier motion to dismiss the
    
    claims against Panex in light of the State's failure to file suit
    
    within the three-year wind-up period established by Delaware
    
    General Corporation Law § 278.
    
         The State advances four arguments in its appeal:
    
         1.   The district court erred in determining that section 278
    
    bars the State’s claim against the shareholder-distributees,
    
    because the common law trust fund doctrine survives enactment of
    
    the statute;
    
         2.   The district court erred in holding that the State’s
    
    claims against the shareholder-distributees were premature under
    
    section 325(b) because it had not first obtained an unsatisfied
    
    judgment against Panex;
    
         3.   The district court correctly held that CERCLA preempts
    
    any time limits that Delaware General Corporation Law § 278 would
    
    
                                     9
    place on the State’s claims against Panex, and the court should
    
    have allowed its claims against the shareholder-distributees to
    
    proceed on the same grounds; and
    
         4.   The district court erred in refusing to recognize that
    
    the trust fund doctrine applies in any timely-filed CERCLA suit
    
    as a matter of federal common law.
    
         On cross-appeal, the shareholder-distributees argue that the
    
    district court erred in finding that CERCLA preempts Delaware
    
    law's limitation on the dissolved corporation Panex's capacity to
    
    be sued after the expiration of the wind-up period.
    
                                   II.
    
         The State argues that the district court erred in holding
    
    that Delaware General Corporation Law §§ 278 and 325(b) bar its
    
    claims against the Panex shareholder-distributees.    According to
    
    the State, the trust fund doctrine permits claims against
    
    dissolved corporations to go forward with no special time limit,
    
    and sections 278 and 325(b) have no effect upon its continued
    
    relevance.   We review the district court's decision to grant the
    
    motion to dismiss de novo.   See Cooper v. Parsky, 
    140 F.3d 433
    ,
    
    440 (2d Cir. 1998).
    
                              A. Section 278
    
         We first address the State's argument that the trust fund
    
    doctrine survives enactment of Delaware General Corporation Law,
    
    Del. Code Ann. tit. 8, § 278, allowing its claims against Panex
    
    
                                    10
    and the shareholder-distributees to proceed even though suit was
    
    filed more than three years after Panex’s dissolution.    Under the
    
    common law, dissolution of a corporation terminated its existence
    
    as a legal entity, thus abating all pending actions by and
    
    against it and terminating its capacity to sue or be sued.      In re
    
    Citadel Indus., Inc., 
    423 A.2d 500
    , 503 (Del. Ch. 1980).     The
    
    trust fund doctrine first arose, in part, to compensate for this
    
    rather harsh rule, giving creditors some protection in the event
    
    of a corporate dissolution.   In re RegO Co., 
    623 A.2d 92
    , 95
    
    (Del. Ch. 1992).   Essentially, the trust fund doctrine gave
    
    creditors an equitable right to follow corporate assets after
    
    dissolution, such that the assets are held like a trust in which
    
    the creditors have a claim superior to that of the shareholders.
    
    Id.; see also Koch v. United States, 
    138 F.2d 850
    , 852 (10th Cir.
    
    1943); Snyder v. Nathan, 
    353 F.2d 3
    , 4 (7th Cir. 1965).
    
         Several states have enacted statutes that continue the
    
    existence of corporations for a definite period of time following
    
    dissolution, thereby providing a statutory remedy for the
    
    difficulties associated with the common law abatement rule.
    
    Considering that the equitable remedy arose in order to supply
    
    relief where none existed, it may be argued that adequate
    
    statutory remedies deprive courts of equitable jurisdiction.       See
    
    George I. Wallach, Products Liability:   A Remedy in Search of a
    
    Defendant-The Effect of a Sale of Assets and Subsequent
    
    
                                    11
    Dissolution on Product Dissatisfaction Claims, 
    41 Mo. L
    . Rev.
    
    321, 332 (1976).     Indeed, several courts construing such statutes
    
    have concluded that the statutory remedies available to creditors
    
    obviate reliance upon equitable remedies, thereby precluding
    
    their use by the courts.     See, e.g., Reconstruction Fin. Corp. v.
    
    Teter, 
    117 F.2d 716
    , 727 (7th Cir. 1941) (holding that Illinois
    
    statutes "completely regulate and control both the substantive
    
    and procedural rights" of a corporation's creditors); Hunter v.
    
    Fort Worth Capital Corp., 
    620 S.W.2d 547
    , 550 (Tex. 1981)("The
    
    effect of these statutes was to supplant the equitable trust fund
    
    theory by declaring a statutory equivalent.").        But see Green v.
    
    Oilwell, Div. of U.S. Steel Corp., 
    767 P.2d 1348
    , 1352 (Okla.
    
    1989) (holding that state law did not provide a direct remedy for
    
    creditors and therefore did not displace the trust fund
    
    doctrine).     The Delaware Court of Chancery has addressed this
    
    issue briefly, explaining that "the problem that the trust fund
    
    doctrine addresses has been ameliorated by provisions in the
    
    corporate codes of most or all jurisdictions that continue the
    
    existence of the corporation as a jural entity for limited
    
    purposes following dissolution."        In re RegO Co., 623 A.2d at 95.
    
         Delaware's post-dissolution statute, section 278 of the
    
    Delaware General Corporation Law3, was enacted in order "to
    
    
         3
             Del. Code Ann. tit. 8, § 278 provides:
    
         All corporations, whether they expire by their own
    
                                       12
    formalize the continued existence of corporate assets and to
    
    provide a mechanism for the assertion of claims as part of the
    
    'winding up' process . . . [continuing] the corporation's
    
    existence by operation of law."    City Investing Co. Liquidating
    
    Trust v. Continental Casualty Co., 
    624 A.2d 1191
    , 1194 (Del.
    
    1993).   Like other post-dissolution statutes, section 278
    
    provides that "any suit against the corporation, which was filed
    
    before dissolution or during the three year statutory wind-up
    
    period, does not abate, even on the expiration of the wind-up
    
    period."   In re RegO Co., 623 A.2d at 95.   When the wind-up
    
    period expires, however, so does the corporation’s capacity to be
    
    
    
         limitation or are otherwise dissolved, shall
         nevertheless be continued, for the term of 3 years from
         such expiration or dissolution or for such longer
         period as the Court of Chancery shall in its discretion
         direct, bodies corporate for the purpose of prosecuting
         and defending suits, whether civil, criminal or
         administrative, by or against them, and of enabling
         them gradually to settle and close their business, to
         dispose of and convey their property, to discharge
         their liabilities and to distribute to their
         stockholders any remaining assets, but not for the
         purpose of continuing the business for which the
         corporation was organized. With respect to any action,
         suit or proceeding begun by or against the corporation
         either prior to or within 3 years after the date of its
         expiration or dissolution, the action shall not abate
         by reason of the dissolution of the corporation; the
         corporation shall, solely for the purpose of such
         action, suit or proceeding, be continued as a body
         corporate beyond the 3-year period and until any
         judgments, orders or decrees therein shall be fully
         executed, without the necessity for any special
         direction to that effect by the Court of Chancery.
    
    
                                      13
    sued.
    
         The initial question before this court is whether section
    
    278 supersedes the trust fund doctrine, preventing the State's
    
    claims against Panex’s shareholder-distributees from going
    
    forward because the State filed suit after the expiration of the
    
    three-year wind-up period.   The State argues that because section
    
    278 does not explicitly address the remedies available to
    
    creditors against shareholder-distributees, section 278 does not
    
    supersede the trust fund doctrine as to these defendants.    The
    
    district court noted, however, that the trust fund doctrine has
    
    never been used by a Delaware law court to circumvent section 278
    
    in any situation.   Other courts also have recognized that the
    
    trust fund doctrine has been superseded by wind-up statutes, and
    
    the district court cited three cases to support this proposition:
    
    Pacific Scene, Inc. v. Penasquitos Inc., 
    758 P.2d 1182
     (Cal.
    
    1985); Hunter, 
    620 S.W.2d 547
    ; and Blankenship v. Demmler
    
    Manufacturing Co., 
    411 N.E.2d 1153
     (Ill. App. Ct. 1980).
    
         The State argues that the district court's reliance upon
    
    these cases is misplaced because they involve statutes that
    
    provide specific statutory remedies against shareholder-
    
    distributees, unlike section 278, thereby limiting their
    
    applicability.   Thus, California Corporations Code § 2009
    
    "restored to creditors a direct remedy against the former
    
    shareholders of dissolved corporations,"   Pacific Scene, 
    758 P.2d 14
    at 1184; in Texas, Article 7.12 of the Texas Business Corporation
    
    Act "applies to officers, directors, and shareholders of a
    
    dissolved corporation,"    Hunter, 620 S.W.2d at 550; and in
    
    Illinois, the two-year survival statute provided that corporate
    
    dissolution "shall not take away or impair any remedy available
    
    to or against such corporation, its directors, or shareholders"
    
    for claims accruing before dissolution as long as suit was filed
    
    within the two year period,    Blankenship, 411 N.E.2d at 1156.
    
         These cases support the conclusion that section 278 applies
    
    to this case.   First, in concluding that statutory remedies
    
    supersede the common law trust fund doctrine, all three cases
    
    address as a policy matter the necessity of protecting
    
    shareholders, together with officers and corporations, from
    
    uncertain liability; this reduces the significance of differences
    
    in statutory language.    See, e.g., Pacific Scene, 758 P.2d at
    
    1187 (stating that "shareholders nonetheless possess an important
    
    statutory interest in the final and certain termination of their
    
    involvement with the affairs of a dissolving corporation");
    
    Hunter, 620 S.W.2d at 551 (stating that "Article 7.12 expresses a
    
    legislative policy to restrict the use of the trust fund theory
    
    to pre-dissolution claims, and to protect shareholders, officers
    
    and directors of a dissolved corporation from prolonged and
    
    uncertain liability").    We recognize that shareholders, officers,
    
    and corporations all have an interest in certainty and finality.
    
    
                                     15
    See 15A William M. Fletcher, Cyclopedia of the Law of
    
    Corporations § 7373 (2006)("The trust fund doctrine is fuzzy;
    
    statutes by contrast are sharp.    Accordingly, the adoption of
    
    corporate dissolution statutes has supplanted the equitable trust
    
    theory in most jurisdictions.").
    
         Second, all three cases deal with post-dissolution claims,
    
    so the courts were addressing the availability of the trust fund
    
    doctrine despite statutory schemes that limit remedies to pre-
    
    dissolution claims.   The cases question whether to apply the
    
    trust fund doctrine in order to provide extra-statutory remedies,
    
    which explains the emphasis on statutory construction and whether
    
    the statutes regulate corporate liability to the point of
    
    superceding the trust fund doctrine.    See, e.g., Hunter, 620
    
    S.W.2d at 551 (stating that "no real purpose would be served by .
    
    . . permitting suits against officers, directors, and
    
    shareholders of a dissolved corporation, unless the legislature
    
    intended for the statute to bar resort to the trust fund theory
    
    apart from the statute in order to enforce post-dissolution
    
    claims.   To hold otherwise would violate the rule of statutory
    
    construction that the legislature is never presumed to do a
    
    useless act"); Pacific Scene, 758 P.2d at 1186 ("Courts and
    
    commenters . . . have been troubled by [the] implication that
    
    legislators uselessly created a redundant statutory remedy for a
    
    subclass of claims concurrently remediable in equity.").
    
    
                                      16
         In contrast, the instant case involves a claim accruing
    
    before Panex’s dissolution.   Therefore the key question is not
    
    whether section 278 completely supersedes the trust fund
    
    doctrine, but is instead the narrower question of whether section
    
    278 provides a remedy for the State’s pre-dissolution claim
    
    against Panex’s former shareholders.4   Contrary to the State's
    
    assertions, several Delaware cases suggest that the Court of
    
    Chancery interprets section 278 as applying to claims against
    
    both corporations and shareholders that arise before dissolution.
    
    The court in In re RegO Co. briefly discussed the relationship
    
    between the trust fund doctrine and statutory remedies.    It
    
    acknowledged that section 278 addresses the same problems as the
    
    trust fund doctrine, but it also recognized that the "modern
    
    scheme still leaves open the question, what, if any, rights are
    
    afforded to persons who have no claim against a corporation at
    
    the time of its dissolution, or during the statutory wind-up
    
    period, but who do thereafter acquire such a claim."    In re RegO
    
    Co., 623 A.2d at 96.   The court concluded that a corporation
    
    could not be liable for a post-dissolution claim, but
    
    
    
         4
         Even if section 278 does not encompass such a remedy, the
    differences in statutory language between section 278 and other
    state statutes are not necessarily dispositive. As the decisions
    cited by the district court indicate, the important issue is
    whether the State of Delaware would have enacted section 278
    while preserving a subclass of claims, those against
    shareholders, remediable in equity. We believe it would not.
    
    
                                    17
    characterized the possibility that shareholders and directors may
    
    be liable as "an unclear and troubling question."   Id.
    
         The crucial question for the court in analyzing statutory
    
    remedies was whether a claim arose before or after the statutory
    
    wind-up period, not whether the defendant was the corporation,
    
    the directors, or the shareholders.5   By addressing the fact that
    
    shareholders and directors may be liable in the modern scheme,
    
    but only in the context of post-dissolution claims, the court was
    
    implicitly recognizing that section 278 covers all potential pre-
    
    dissolution claims, regardless of which corporate constituent is
    
    named as the defendant.
    
         Similarly, in In re Citadel Industries, Inc. the court made
    
    no distinction between potential defendants when it analyzed the
    
    
         5
         The distinction between pre-dissolution and post-
    dissolution claims articulated in In Re RegO Co. also allows us
    to address another of the State's arguments. Section 282(b) of
    the Delaware General Corporation Law provides that if a
    corporation chooses to distribute its assets in accordance with
    procedures described in section 281(a), then its shareholders
    "shall not be liable for any claim against the corporation on
    which an action, suit or proceeding is not begun prior to the
    expiration of the period described in § 278 of this title." The
    State argues that this demonstrates the continued vitality of the
    trust fund doctrine in Delaware law. As the Court of Chancery
    explained, however, sections 280-282 were passed in order to
    address the uncertainty associated with dissolving a corporation
    that faces potential future claimants. See In re RegO Co., 623
    A.2d at 96. In other words, sections 280-282 do not recognize
    the continued vitality of the trust fund doctrine, but rather
    foreclose the use of the trust fund doctrine for post-dissolution
    claims, provided dissolved corporations follow the procedures
    outlined in section 281(a). This is of no consequence for
    determining whether section 278 has an effect on the trust fund
    doctrine's applicability in pre-dissolution claims.
    
                                   18
    expiration of the three-year statutory wind-up period.    The court
    
    concluded that the corporation "no longer existed as a body
    
    corporate.   It no longer had legal existence as a corporation. .
    
    . . [T]here was no longer a legal entity which could be continued
    
    through its officers, directors and shareholders."    In re Citadel
    
    Industries, Inc., 423 A.2d at 507.    The court also expressed
    
    concern that "[o]nce a corporation is dissolved, the following
    
    three-year period run, all known debts paid, [and] all remaining
    
    assets distributed to shareholders, . . . [h]ow can a vast number
    
    of former shareholders be compelled to return any final
    
    distribution of assets, etc.?"   Id. at 506.   Although section 278
    
    does not set forth specific remedies against shareholders, there
    
    is evidence that the Court of Chancery considers section 278 to
    
    be a comprehensive statutory remedy available to creditors for
    
    claims against all potential defendants, including the
    
    corporation, its officers, and its shareholders.6
    
    
         6
         The Court of Chancery's decisions in City Investing Co.
    Liquidating Trust 
    624 A.2d 1191
    , and Rosenbloom v. Esso Virgin
    Islands, Inc., 
    766 A.2d 451
     (Del. 2000), are of no avail to the
    State in this case. Neither case makes any reference to the
    availability of the trust fund doctrine for pursuing claims
    against dissolved corporations and their former shareholders.
    City Investing Co. Liquidating Trust held that "a liquidating
    trust is the successor of the corporation whose assets it
    administers" and thus subject to creditors' claims despite the
    corporation's dissolution. 624 A.2d at 1197. Similarly, in
    Rosenbloom, the Court of Chancery recognized that the creation of
    a successor trust was necessary to preserve the claimants' rights
    and "complete the winding up process." 766 A.2d at 459. Instead
    of making any reference to the trust fund doctrine, both cases
    delineate the role of trusts in Delaware's statutory framework.
    
                                     19
         We are persuaded by the general consensus that modern
    
    statutory remedies have effectively replaced the trust fund
    
    doctrine and that there are sound reasons for abiding by the
    
    wind-up period established by section 278.     We therefore conclude
    
    that the district court correctly held that the State's claims
    
    against the shareholder-distributees are barred by section 278.
    
                               B. Section 325(b)
    
         Having concluded that section 278 applies to the State's
    
    claims against Panex and its former shareholders, we must
    
    likewise conclude that Delaware General Corporation Law § 325(b)7
    
    bars the State's claims against the shareholder-distributees.     As
    
    the State points out, Delaware law requires that for section
    
    325(b) to apply, the defendants must be liable "by the provisions
    
    of this chapter."     Del. Code Ann. tit. § 325(a).   The State
    
    argues that this precludes application of section 325(b) in this
    
    case because it is a suit arising in equity.
    
         In light of our conclusion that section 278 provides the
    
    only basis for liability, the State's argument must fail.
    
    
    Indeed, the State has an unchallenged judgment against Panex’s
    liquidating trust; the difficulty is that its assets are
    insufficient to satisfy the claim.
         7
             Del. Code Ann. tit. 8, § 325(b) provides:
    
         No suit shall be brought against any officer, director
         or stockholder for any debt of a corporation of which
         such person is an officer, director or stockholder,
         until judgment be obtained therefor against the
         corporation and execution thereon returned unsatisfied.
    
                                       20
    Section 278 applies to claims against shareholders that arise
    
    before dissolution, so therefore section 325(b) also applies and
    
    the State must obtain judgment against Panex before pursuing its
    
    claim against the shareholder-distributees.
    
                                    III.
    
         As we have concluded that the Delaware statutes bar the
    
    State's claims against Panex and its shareholder-distributees, we
    
    turn to the State's argument that those statutes should not apply
    
    in the face of CERCLA.   The district court accepted this argument
    
    as to Panex, holding that CERCLA preempted Delaware General
    
    Corporation Law § 278's three-year limitation on Panex's capacity
    
    to be sued.   It rejected the argument as to the shareholder-
    
    distributees, however, reasoning that Delaware law controls
    
    because any liability of the shareholder-distributees would arise
    
    from their amenability to suit under Delaware law, not from
    
    CERCLA or federal common law.   We hold that CERCLA does not
    
    require displacement of Delaware law in this case, and the suits
    
    against both the shareholder-distributees and Panex are barred.
    
         The State first contends that Delaware law conflicts with
    
    the federal policy expressed in CERCLA, such that the six-year
    
    CERCLA limitations period set forth at 42 U.S.C. § 9613(g)(2)(B)
    
    preempts the three-year corporate wind-up period established by
    
    Delaware General Corporation Law § 278.   Alternatively, the State
    
    urges this Court to displace the Delaware statutes and apply the
    
    
                                     21
    trust fund doctrine as a matter of federal common law in CERCLA
    
    cases, allowing it to pursue Panex assets that have been
    
    distributed to Panex's former shareholders.
    
         We begin with the observation that corporate law is
    
    overwhelmingly the province of the states.    See Kamen v. Kemper
    
    Fin. Servs., Inc., 
    500 U.S. 90
    , 98-99 (1991).   The Federal Rules
    
    of Civil Procedure provide that state law governs a corporation's
    
    capacity to be sued, Fed. R. Civ. P. 17(b), and the Supreme Court
    
    has held that "[h]ow long and upon what terms a state-created
    
    corporation may continue to exist is a matter exclusively of
    
    state power," with the federal government "powerless to resurrect
    
    a corporation which the state has put out of existence for all
    
    purposes."   Chicago Title & Trust Co. v. Forty-One Thirty-Six
    
    Wilcox Bldg. Corp., 
    302 U.S. 120
    , 127-28 (1937); see also Melrose
    
    Distillers, Inc. v. United States, 
    359 U.S. 271
    , 272 (1959)
    
    (state law determines the question of corporate existence).
    
    Whether framed in terms of conflict preemption or in terms of the
    
    creation of federal common law, the Supreme Court expressly has
    
    cautioned against displacement of state law in areas
    
    traditionally occupied by the states.   See, e.g., English v. Gen.
    
    Elec. Co., 
    496 U.S. 72
    , 79 (1990) (warning that preemption of
    
    "areas that have been traditionally occupied by the States" is
    
    inappropriate absent "clear and manifest" congressional intent to
    
    supersede state law); Atherton v. FDIC, 
    519 U.S. 213
    , 218 (1997)
    
    
                                    22
    (stating that Congress legislates against the background of state
    
    law, so a "significant conflict" between federal policy and state
    
    law must be specifically shown before the creation of federal
    
    common law is justified).   Keeping these principles in mind, we
    
    address in turn each of the State's arguments for displacement of
    
    Delaware corporate law.
    
                          A. Conflict Preemption
    
         To determine whether CERCLA preempts the Delaware statutes,
    
    we must ascertain the intent of Congress.     Cal. Fed. Sav. & Loan
    
    Ass'n v. Guerra, 
    479 U.S. 272
    , 280 (1987).     The Supreme Court has
    
    identified three situations that show congressional intent to
    
    preempt state law: (1) where Congress expressly states its intent
    
    to preempt; (2) where Congress's scheme of federal regulation is
    
    sufficiently comprehensive to give rise to a reasonable inference
    
    that it leaves no room for the state to act; and (3) where state
    
    law actually conflicts with federal law.     Id. at 280-81.   CERCLA
    
    does not expressly state an intent to preempt state law across
    
    the board.   See Bedford Affiliates v. Sills, 
    156 F.3d 416
    , 426
    
    (2d Cir. 1998).   While CERCLA does state that it applies
    
    "[n]otwithstanding any other provision or rule of law," 42 U.S.C.
    
    § 9607(a), this clause refers only to substantive liability and
    
    does not express congressional intent to preempt state rules on
    
    how litigation proceeds, including a party's amenability to suit.
    
    See Citizens Elec. Corp. v. Bituminous Fire & Marine Ins. Co., 68
    
    
                                    
    23 F.3d 1016
    , 1019 (7th Cir. 1995).     Nor is the CERCLA regulatory
    
    scheme so comprehensive that we reasonably can infer an intent to
    
    preempt; in fact, state corporate law can supplement CERCLA in
    
    several situations.   Bedford Affiliates, 156 F.3d at 426-27.
    
         Our inquiry therefore focuses on the third preemption
    
    scenario, whether Delaware law actually conflicts with CERCLA.
    
    An actual conflict between state and federal law exists when
    
    "compliance with both federal and state regulations is a physical
    
    impossibility," Guerra, 479 U.S. at 281 (quoting Fla. Lime &
    
    Avocado Growers, Inc. v. Paul, 
    373 U.S. 132
    , 142-43 (1963)), or
    
    when state law is "an obstacle to the accomplishment and
    
    execution of the full purposes and objectives of Congress,"
    
    Guerra, 479 U.S. at 281 (quoting Hines v. Davidowitz, 
    312 U.S. 52
    , 67 (1941)).   Absent clear congressional intent to the
    
    contrary, federal preemption of state law is not favored,
    
    see English, 496 U.S. at 79, especially in areas of law
    
    traditionally occupied by the states.     As we observed above,
    
    corporate law is one of these areas.     Kamen, 500 U.S. at 99.     For
    
    preemption to occur in this instance, then, the conflict between
    
    state law and federal policy must be a "sharp" one.     See Boyle v.
    
    United Tech. Corp., 
    487 U.S. 500
    , 507 (1988).
    
         The "physical impossibility" form of conflict does not exist
    
    here, because it is certainly possible to comply with the CERCLA
    
    limitations period and Delaware's limits on the amenability to
    
    
                                    24
    suit of dissolved corporations and their shareholder-
    
    distributees.   As long as a CERCLA plaintiff files its claim
    
    within three years of the corporation's dissolution as required
    
    by Delaware General Corporation Law § 278, or seeks extension of
    
    the wind-up period from the Court of Chancery within that time as
    
    section 278 allows, it also meets CERCLA's six-year limitations
    
    period, 42 U.S.C. § 9613(g)(2).    See Witco Corp. v. Beekhuis, 
    38 F.3d 682
    , 688 (3d Cir. 1994) (finding no actual conflict where it
    
    was physically possible for CERCLA claimant to file within three-
    
    year CERCLA limitations period and eight-month period established
    
    by Delaware nonclaim statute, which also contained a mechanism to
    
    preserve contingent CERCLA contribution claims).   That a CERCLA
    
    plaintiff, like the State here, might find it impossible to
    
    comply with both statutes in some circumstances is not enough to
    
    establish an actual conflict between the two in this case.      See
    
    id. at 688.   The question of preemption thus turns on whether
    
    Delaware law presents an obstacle to the accomplishment of
    
    CERCLA's objectives.
    
         CERCLA manifests Congress's intent that hazardous waste
    
    sites should be cleaned up and that those responsible for the
    
    contamination should bear the costs.   Pennsylvania v. Union Gas
    
    Co., 
    491 U.S. 1
    , 7 (1989).   To effectuate these goals, CERCLA
    
    looks backward in time and imposes wide-ranging liability.    It
    
    allows the government to recover remediation costs directly from
    
    
                                      25
    parties responsible for contamination, 42 U.S.C. § 9607(a)(4)(A);
    
    it allows private parties to seek indemnification and
    
    contribution for clean-up costs from potentially responsible
    
    parties, 42 U.S.C. § 9607(a)(4)(B); and it imposes strict
    
    liability on owners and operators of contamination sites, 42
    
    U.S.C. § 9607(a)(1).   See B.F. Goodrich Co. v. Murtha, 
    958 F.2d 1192
    , 1198 (2d Cir. 1992).   Even so, CERCLA's statutory scheme
    
    anticipates that, in some situations, it will be impossible to
    
    recover from responsible parties.      See Commander Oil Corp. v.
    
    Barlo Equip. Corp., 
    215 F.3d 321
    , 327 (2d Cir. 2000) ("neither
    
    does CERCLA automatically assign liability to every party with
    
    any connection to a contaminated facility").      In other words,
    
    CERCLA's cost-recovery objective, while strong, is not absolute
    
    and may yield to countervailing considerations.     As the Supreme
    
    Court has stated, "there is no federal policy that the fund
    
    should always win," and "'more money' arguments" alone are
    
    insufficient to justify displacement of state law.      O'Melveny &
    
    Myers v. FDIC, 
    512 U.S. 79
    , 88 (1994) (discussing federal common
    
    law in the context of the Financial Institutions Reform,
    
    Recovery, and Enforcement Act).
    
         We cannot conclude that Delaware law is an obstacle to the
    
    accomplishment of CERCLA's objectives in this instance.     The
    
    State's strongest argument on this point is that CERCLA aims to
    
    hold corporations financially responsible for the environmental
    
    
                                      26
    damage their activities cause, and dismissal of its claims under
    
    Delaware law will require taxpayers to pay for the Rochester
    
    Button cleanup, even though millions of dollars in Panex assets
    
    are traceable to the shareholder-distributees.    CERCLA
    
    recognizes, however, that recovery will not always be possible
    
    and manifests no intent that funds that once belonged to a party
    
    responsible for contamination should be frozen indefinitely or
    
    traced infinitely.   See Onan Corp. v. Indus. Steel Corp., 770 F.
    
    Supp. 490, 494 (D. Minn. 1989) (recognizing need to construe
    
    CERCLA broadly to achieve environmental and cost-assignment goals
    
    but stating that CERCLA's reach is "not unlimited"), aff'd, 
    909 F.2d 511
     (8th Cir. 1990).    That Delaware law, in affording
    
    dissolved corporations and their shareholders a measure of
    
    finality, operates to leave the State with no source of recovery
    
    in this case amounts to the type of "more money" argument the
    
    Supreme Court rejected in O'Melveny, 512 U.S. at 88.       It is not
    
    the sort of sharp conflict between state law and federal policy
    
    that justifies preemption.
    
         The district court documented the disagreement among federal
    
    courts on this issue.8   Many of the cases that hold that CERCLA
    
    
         8
         Several district courts, like the court below, have held
    that CERCLA preempts state limits on the capacity of dissolved
    corporations to be sued in light of congressional intent that
    CERCLA impose broad-ranging liability. See, e.g., United States
    v. Sharon Steel Corp., 
    681 F. Supp. 1492
    , 1495-96 (D. Utah 1987);
    BASF Corp. v. Cent. Transp., Inc., 
    830 F. Supp. 1011
    , 1013 (E.D.
    Mich. 1993) (collecting cases); Idylwoods Assocs. v. Mader
    
                                     27
    preempts state limits predate Supreme Court precedent strongly
    
    admonishing courts against displacing state law lightly, see,
    
    e.g., O'Melveny, 512 U.S. at 88.      In light of that precedent and
    
    CERCLA's limits we join those Courts of Appeals that have held
    
    that CERCLA does not preempt state statutes that limit a party's
    
    capacity to be sued.    See Levin Metals Corp. v. Parr-Richmond
    
    Terminal Co., 
    817 F.2d 1448
    , 1451 (9th Cir. 1987); Onan Corp. v.
    
    Indus. Steel Corp., 
    770 F. Supp. 490
    , 494 (D. Minn. 1989), aff'd,
    
    
    909 F.2d 511
     (8th Cir. 1990); Witco Corp. v. Beekhuis, 
    38 F.3d 682
    , 690 (3d Cir. 1994).
    
         A conflict could exist if the Delaware statutes would thwart
    
    CERCLA's goals by encouraging corporations responsible for
    
    contamination to dissolve and distribute assets to avoid CERCLA
    
    liability, but this simply is not the case.     States have
    
    incentives not to enact laws that would inspire such a "race to
    
    the bottom."   Anspec Co. v. Johnson Controls, Inc., 
    922 F.2d 1240
    , 1250 (6th Cir. 1991) (Kennedy, J., concurring) ("States
    
    have a substantial interest in protecting their citizens and
    
    state resources.").    Delaware law protects against this result,
    
    requiring dissolving corporations to provide security that will
    
    be "reasonably likely to be sufficient" to cover claims that have
    
    not been made known to the corporation or that, based on facts
    
    
    
    Capital, 
    915 F. Supp. 1290
    , 1303-04 (W.D.N.Y. 1996) (collecting
    cases).
    
                                     28
    known to the corporation, are likely to arise within a period
    
    after dissolution.   Del. Code Ann. tit. 8, §§ 280(c)(3), 281(b).
    
    See also Bradford C. Mank, Should State Corporate Law Define
    
    Successor Liability?: The Demise of CERCLA's Federal Common Law,
    
    68 U. Cin. L. Rev. 1157, 1160 (2000) (corporate successor
    
    liability laws of most states "generally prevent corporations
    
    from using sham transactions to escape CERCLA liability").    In
    
    addition, section 278 provides for extension of the wind-up
    
    period beyond three years "as the Court of Chancery shall in its
    
    discretion direct," which could give a potential CERCLA plaintiff
    
    time to investigate the contamination site while preserving its
    
    ability to make a claim against the dissolving corporation.
    
    Finally, we are not persuaded by the district court's rationale
    
    that it is "unlikely that Congress intended that CERCLA treat
    
    differently and inconsistently corporations in identical
    
    positions based upon the state of their incorporation";
    
    preemption is not favored absent clear congressional intent to
    
    the contrary, see English, 496 U.S. at 79, and Congress's
    
    probable desire for uniformity is not enough to justify
    
    displacement of state law where that state law does not actually
    
    conflict with the "clear and manifest purpose of Congress,"
    
    Witco, 38 F.3d at 687.   See also New York v. Nat'l Serv. Indus.,
    
    Inc., 
    460 F.3d 201
    , 208 (2d Cir. 2006).
    
         On a fundamental level, the CERCLA statute of limitations
    
    
                                    29
    and Delaware's corporate wind-up period serve different purposes,
    
    reinforcing our conclusion that they do not actually conflict.
    
    CERCLA's statute of limitations "extinguishes the right to
    
    prosecute an accrued cause of action after a period of time."
    
    Burlington N. & Santa Fe Ry. Co. v. Poole Chem. Co., 
    419 F.3d 355
    , 362-63 (5th Cir. 2005).   In contrast, Delaware's section 278
    
    defines a dissolved corporation's capacity to be sued, creating a
    
    right for dissolved corporations and their former shareholders to
    
    be free from suit after a period of time.   See id.     As the State
    
    points out, an important goal of CERCLA's statute of limitations
    
    is to allow time for parties to gauge response costs before the
    
    suit is filed, H.R. Rep. No. 99-253, pt. 3, at 20 (1985),
    
    reprinted in 1986 U.S.C.C.A.N. 3038, 3043; thus, the applicable
    
    CERCLA statute of limitations in this case did not begin to run
    
    until "6 years after initiation of physical on-site construction
    
    of the remedial action."   41 U.S.C. § 9613(g)(2)(B).     The
    
    Delaware statute limiting capacity to be sued does not
    
    necessarily interfere with this goal, however, because it
    
    provides for potentially indefinite extension of the three-year
    
    wind-up period in the discretion of the Court of Chancery.      Del.
    
    Code Ann. tit. 8, § 278.   Delaware's statute limits capacity to
    
    be sued, not liability, and thus does not conflict with CERCLA's
    
    statute of limitations--even if in operation the state law
    
    precludes the CERCLA plaintiff from recovering in some
    
    
                                    30
    circumstances.   See Witco, 38 F.3d at 690; Louisiana-Pac. Corp.
    
    v. ASARCO, Inc., 
    5 F.3d 431
    , 433-34 (9th Cir. 1993); Onan, 770 F.
    
    Supp. at 494-95; Levin Metals Corp. v. Parr-Richmond Terminal
    
    Co., 
    817 F.2d 1448
    , 1451 (9th Cir. 1987).
    
         The State analogizes this case to Bedford Affiliates, where
    
    we held that CERCLA preempted state-law claims for restitution
    
    and indemnification.   156 F.3d at 427.    In that case, however,
    
    the plaintiffs' state-law claims for restitution and
    
    indemnification stood in the way of CERCLA's objective of
    
    encouraging settlement, which it achieves by restricting the
    
    availability of contribution actions.     The restitution and
    
    indemnification claims would have given the plaintiffs an
    
    alternative to the contribution action withheld by CERCLA,which
    
    flies in the face of the federal goal of encouraging settlements.
    
    CERCLA's statute of limitations and Delaware's corporate wind-up
    
    period present no such direct conflict.
    
         In sum, the State has not shown such a conflict between
    
    Delaware law and the congressional policy manifested in CERCLA as
    
    to lead us to conclude that Congress intended to preempt
    
    Delaware's corporate wind-up period, which protects dissolved
    
    corporations' and their former shareholders' interests in
    
    finality.   CERCLA does not suggest that "the entire corpus of
    
    state corporation law is to be replaced simply because a
    
    plaintiff's cause of action is based upon a federal statute,"
    
    
                                    31
    Burks v. Lasker, 
    441 U.S. 471
    , 478 (1979), or because it would
    
    net the government more money, O'Melveny, 512 U.S. at 88, which
    
    is essentially all the State has shown here.     That is not
    
    sufficient to justify preemption.
    
                           B. Federal Common Law
    
         Having held that the CERCLA statute of limitations does not
    
    preempt Delaware law in this instance, we address the State's
    
    argument that we should create a rule of federal common law based
    
    on the equitable trust fund doctrine for CERCLA cases.    The
    
    State's proposed rule would displace Delaware law and allow the
    
    State to pursue the assets Panex distributed to its former
    
    shareholders.
    
         The Supreme Court has sharply curtailed the federal courts'
    
    ability to create rules of federal common law.    To justify
    
    creation of a rule of federal common law, the State must show
    
    specifically a "significant conflict between some federal policy
    
    or interest and the use of state law."     Wallis v. Pan Am.
    
    Petroleum Corp., 
    384 U.S. 63
    , 68 (1966).    Cases that call for the
    
    creation of federal common law are "few and restricted," see
    
    Atherton v. FDIC, 
    519 U.S. 213
    , 218 (1997), and it is difficult
    
    to prove the need for a federal common law rule, see Atchison,
    
    Topeka & Santa Fe Ry. Co. v. Brown & Bryant, Inc., 
    159 F.3d 358
    ,
    
    364 (9th Cir. 1998).   The existence of a complex federal
    
    statutory scheme does not automatically show that Congress
    
    
                                    32
    intended courts to fill its gaps with rules of federal common
    
    law.    Id. at 362 (citing O’Melveny).     Rather, where federal
    
    statutory regulation is "comprehensive and detailed," as CERCLA
    
    is, we presume that matters left unaddressed are "left subject to
    
    the disposition provided by state law."       O'Melveny, 512 U.S. at
    
    85.    We strongly presume that state law should be determinative
    
    where "private parties have entered legal relationships with the
    
    expectation that their rights and obligations would be governed
    
    by state-law standards," as is the case with most corporate
    
    matters.    Kamen v. Kemper Fin. Servs., Inc., 
    500 U.S. 90
    , 98
    
    (1991).
    
           While recognizing that Congress intended CERCLA to provide a
    
    sweeping remedy that requires responsible parties to bear the
    
    costs of cleaning up environmental contamination they cause, the
    
    Supreme Court has advised courts not to create CERCLA-specific
    
    rules to displace well-settled state corporate law just because a
    
    case involves CERCLA.       United States v. Bestfoods, 
    524 U.S. 51
    ,
    
    63 (1998).    In Bestfoods, the Court refused to adopt a "relaxed,
    
    CERCLA-specific rule of derivative liability that would banish
    
    traditional standards and expectations from the law of CERCLA
    
    liability."    Id. at 70.    This Circuit has thus interpreted
    
    Bestfoods as a clear warning against creating CERCLA-specific
    
    federal common law rules.      New York v. Nat'l Serv. Indus., Inc.,
    
    
    352 F.3d 682
    , 685 (2d Cir. 2003) (holding that Bestfoods required
    
    
                                        33
    us to overrule B.F. Goodrich v. Betkoski, 
    99 F.3d 505
     (2d Cir.
    
    1996), which had applied a federal common law rule of substantial
    
    continuity for purposes of determining corporate successor
    
    liability under CERCLA).   The First Circuit likewise has
    
    interpreted Bestfoods as leaving "little room for the creation of
    
    a federal rule of [corporate] liability" under CERCLA.      United
    
    States v. Davis, 
    261 F.3d 1
    , 54 (1st Cir. 2001).     A split
    
    decision of the Third Circuit, in contrast, read Bestfoods to
    
    favor a uniform federal standard.      United States v. Gen. Battery
    
    Corp., 
    423 F.3d 294
    , 300 (3d Cir. 2005), cert. denied, Exide
    
    Tech. v. United States, 
    127 S. Ct. 41
     (2006).
    
         While Bestfoods stops short of expressly instructing courts
    
    to apply state law, it clearly admonishes courts to refrain from
    
    creating CERCLA-specific rules in the face of applicable long-
    
    standing common law principles.     Compare, Gen. Battery Corp., 423
    
    F.3d at 305, with id. at 312 (Rendell, J., concurring and
    
    dissenting).   As a practical matter, those principles typically
    
    come from state law.   See Ronald H. Rosenberg, The Ultimate
    
    Independence of the Federal Courts: Defying the Supreme Court in
    
    the Exercise of Federal Common Law Powers, 
    36 Conn. L
    . Rev. 425,
    
    455 (2004).
    
         Having concluded that we cannot create a rule of federal
    
    common law on the basis of the mere involvement of CERCLA in the
    
    case, we proceed to the traditional analysis.     As discussed in
    
    
                                      34
    Part III.A above, there is no significant conflict between state
    
    law and federal policy in this instance.    The absence of such a
    
    conflict weighs heavily against creation of a rule of federal
    
    common law as a threshold matter, because a significant conflict
    
    is "normally a 'precondition'" to the creation of federal common
    
    law.    Atherton, 519 U.S. at 218 (citing O'Melveny, 512 U.S. at
    
    87).
    
           In light of these principles, it is questionable whether we
    
    even need to entertain the additional considerations set forth in
    
    United States v. Kimbell Foods, Inc., 
    440 U.S. 715
    , 728-29
    
    (1979), to analyze the State's invitation to apply the trust fund
    
    doctrine as a matter of federal common law, in place of the
    
    Delaware statutes, to permit it to recover CERCLA cleanup costs
    
    from Panex's shareholder-distributees.    In Bestfoods, the Supreme
    
    Court flatly rejected the creation of federal common law without
    
    even citing the Kimbell Foods test.    See Gen. Battery, 423 F.3d
    
    at 318 n.19 (Rendell, J., concurring and dissenting).
    
    Nonetheless, the parties have addressed the Kimbell Foods
    
    considerations, and we typically examine them in deciding whether
    
    to draw from state law or to create a rule of federal common law
    
    in cases involving federal programs.     See Nat'l Serv. Indus.,
    
    Inc., 460 F.3d at 207.   Under Kimbell Foods, we consider: (1) the
    
    "need for a nationally uniform body of law"; (2) "whether
    
    application of state law would frustrate specific objectives of
    
    
                                     35
    the federal programs"; and (3) "the extent to which application
    
    of a federal rule would disrupt commercial relationships
    
    predicated on state law."   440 U.S. at 728-29.
    
         First, the State argues that there is a strong need for a
    
    uniform body of federal law, because diverse state rules will
    
    frustrate CERCLA's goals of cleaning up environmental
    
    contamination and making sure that responsible parties, rather
    
    than taxpayers, bear the costs.    "Although CERCLA is a federal
    
    statute for which there is presumably an interest in uniform
    
    application, where there is no conflict between federal policy
    
    and the application of state law, 'a mere federal interest in
    
    uniformity is insufficient to justify displacing state law in
    
    favor of a federal common law rule.'"       Nat'l Serv. Indus., 460
    
    F.3d at 208.   "To invoke the concept of 'uniformity' . . . is not
    
    to prove its need."   Atherton, 519 U.S. at 220.      The need for
    
    uniformity is weak in this case.       No state provides a safe
    
    "haven" for polluters.   Atchison, 159 F.3d at 364.      The State
    
    expresses concern that states' different corporate wind-up
    
    periods could prove troublesome, but the fifty states' laws on
    
    corporate dissolution are "largely uniform" already.       Anspec, 922
    
    F.2d at 1249 (Kennedy, J., concurring).       Cf. Gen. Battery, 423
    
    F.3d at 303.   Moreover, variations in rules among states do not
    
    prove a need for uniformity "as long as the applicable standard
    
    is applied evenhandedly to particular disputes."       Wilson v. Omaha
    
    
                                      36
    Indian Tribe, 
    442 U.S. 653
    , 673 (1979) (internal punctuation
    
    omitted).
    
         Next, we inquire whether application of state law will
    
    frustrate federal objectives.    Our preemption analysis in Part
    
    III.A faced the same question and concluded that Delaware law
    
    does not significantly frustrate the objectives manifested in
    
    CERCLA.    We acknowledge that "corporate law's preference for
    
    limited corporate liability is theoretically at odds with
    
    CERCLA's broad remedial goals."    Mank, supra, 68 U. Cin. L. Rev.
    
    at 1160.    Nonetheless, CERCLA recognizes that recovery will not
    
    always be possible and does not mandate recovery from every
    
    person with any connection to a contaminated site.     See Commander
    
    Oil Corp., 215 F.3d at 327.    That the fund would win under the
    
    State's proposed standard is not sufficient to justify adopting a
    
    rule of federal common law to expand the standard of liability
    
    for shareholder-distributees of a dissolved corporation whose
    
    predecessor owned a company that was responsible for
    
    environmental contamination.    See O'Melveny, 512 U.S. at 88; see
    
    also Mank, supra, 68 U. Cin. L. Rev. at 1159 (stating that in
    
    O'Melveny the Supreme Court "rejected the view that the
    
    government is entitled to an expansive federal common law
    
    standard just because the government would win more often").
    
         Finally, we inquire whether adoption of the rule the State
    
    proposes as a matter of federal common law would disrupt
    
    
                                      37
    commercial relationships predicated on state law.      Kimbell Foods,
    
    440 U.S. at 729.   We easily conclude that it would.    The
    
    presumption that state law should be determinative "is
    
    particularly strong in areas in which private parties have
    
    entered legal relationships with the expectation that their
    
    rights and obligations would be governed by state-law standards."
    
    Kamen, 500 U.S. at 98; see also Kimbell Foods, 440 U.S. at 729.
    
    Shareholders have the expectation of limited liability under
    
    state law when they invest in corporations.    Delaware General
    
    Corporation Law §§ 278 and 325(b) protect shareholders from
    
    buying into a perpetual threat of liability by providing that,
    
    after a period of time after their corporation dissolves, they no
    
    longer face liability on claims against the dissolved corporation
    
    and are free to conduct their financial affairs.    The alternative
    
    would be unworkable.   Dissolved corporations might delay
    
    distributions indefinitely, diminishing shareholders' incentive
    
    to invest.   If distributions were made, shareholder-distributees
    
    would have to hold onto them, just in case an unknown claim
    
    arises at some point in the future, or else come up with funds to
    
    replace any received distributions that have been expended once
    
    the claim and demand for disgorgement arise.    See City of
    
    Philadelphia v. Stepan Chem. Co., 
    713 F. Supp. 1491
    , 1494 (E.D.
    
    Pa. 1989); In re Citadel Indus., Inc., 423 A.2d at 506.       Hanging
    
    a cloud of perpetual uncertainty over the former shareholders of
    
    
                                    38
    dissolved business entities in the name of CERCLA would impair
    
    the finality that allows parties to proceed with confidence into
    
    new transactions.   "Major economic decisions, critical to
    
    society, are best made in a climate of relative certainty and
    
    reasonable predictability."   Polius v. Clark Equip. Co., 
    802 F.2d 75
    , 83 (3d Cir. 1986) ("Unforeseeable alterations in successor
    
    liability principles complicate transfers and necessarily
    
    increase transaction costs."); Perry E. Wallace, Jr., Liability
    
    of Corporations and Corporate Officers, Directors, and
    
    Shareholders under Superfund: Should Corporate and Agency Law
    
    Concepts Apply?, 14 J. Corp. L. 839, 842 (1989) (An unchecked
    
    interpretation of CERCLA liability engenders "uncertainties and
    
    fears" that "unnecessarily diminish the affected industries'
    
    contributions to certain basic economic and business functions in
    
    society.").
    
         The absence of a significant conflict between Delaware law
    
    and CERCLA's goals directs our conclusion that we must not create
    
    a federal common law version of the trust fund doctrine in this
    
    case, a conclusion that is reinforced by the weak need for
    
    uniformity and the strong need to protect existing commercial
    
    relationships based on state law.    We affirm the district court's
    
    holding that Delaware General Corporation Law §§ 278 and 325(b)
    
    must govern the shareholder-distributees' amenability to the
    
    State's CERCLA claims, and, accordingly, we hold that those
    
    
                                    39
    claims were properly dismissed.
    
                                      IV.
    
         Finally, we consider the implications of our holding for the
    
    cross-appeal of the shareholder-distributees, acting as Panex
    
    trustees, of the district court's entry of summary judgment
    
    against Panex on the State's CERCLA claims.       In refusing to
    
    dismiss those claims, the district court concluded that CERCLA
    
    preempted Delaware's limits on Panex's capacity to be sued.        As
    
    discussed in Part III.A, we reject that finding of preemption and
    
    reverse the judgment of the district court on the CERCLA claims
    
    against Panex.
    
         The shareholder-distributees had suggested that we need not
    
    reach their cross-appeal if we were to uphold the dismissal of
    
    the State's trust fund doctrine claims against them, because as a
    
    practical matter this holding absolves them of liability whether
    
    or not the State has a viable claim against the defunct and
    
    penniless Panex.   Nonetheless, the district court's conclusion
    
    that CERCLA preempts Delaware General Corporation Law § 278 for
    
    purposes of the CERCLA claims against Panex is not without
    
    consequence.   As a matter of principle, displacement of state law
    
    is not favored under recent Supreme Court precedent, and, as a
    
    matter of practicality, refusal to apply state law in this
    
    instance would have unsettling implications for commercial
    
    relationships as discussed above.       The claims against both the
    
    
                                      40
    shareholder-distributees and Panex should be dismissed as both
    
    lack capacity to be sued under Delaware law.
    
                                    V.
    
         We affirm the portion of the district court's order
    
    dismissing the State's claims against the shareholder-
    
    distributees.   We reverse the denial of the motion to dismiss the
    
    State's CERCLA claims against Panex, as well as the summary
    
    judgment granted against Panex on those claims.
    
    
    
    
                                    41