HEFFERNAN, CHIEF JUSTICE.
This is an appeal on certification of the court of appeals from a judgment of the circuit court for Racine county, which dismissed the complaint of the International Association of Machinists & Aerospace Workers (IAM), some of its local unions, and, in a represented capacity, all the IAM employees of those locals brought against United States Can Company and Continental Can Company. We reverse and remand for further proceedings.1
The issue certified to us by the court of appeals was stated as:
Whether an action under the Uniform Fraudulent Conveyance Act, ch. 242, Stats., is preempted by sec. 301 of the Labor Management Relations Act when brought by a union and employees against an employer.
[482]*482Our response to this certified question must be: No. We conclude that this particular action involves only state law. The action is not preempted by the Labor Management Relations Act (LMRA).
Because the facts determine the application of the law, we recite them in some detail. The United States Can Company in the spring of 1987 agreed to buy the general packaging division of Continental Can Company in a highly leveraged buyout which, it is alleged, would encumber the assets of the packaging division with a debt of sixty-five million dollars, i.e., the purchasers would finance their acquisition primarily by the pledge to lenders of the assets being acquired.
The plaintiffs are the International Association, its local unions, and the union employees of the packaging division plants located in Racine, Wisconsin, and Dan-ville, Illinois. We refer to the plaintiffs herein as "unions." The defendants are the United States Can Company, the acquiring corporation, the Continental Can Company, whose packaging division is being acquired, and an acquisition company which has been established apparently to manage takeovers such as this one. Also joined as defendants are the lending institutions which would finance the takeover. We refer to all of them as "companies."
The unions for some time, not specifically disclosed in the pleadings, have been the bargaining representatives of the employees and are parties to collective-bargaining agreements on behalf of the workers with the Continental Can Company.
Because the unions assert that the buyout will leave a financially impaired employer, they have brought an action under Wisconsin law, ch. 242, Stats., the Uniform [483]*483Fraudulent Conveyance Act (UFCA)2 in a Wisconsin court to declare the transfer a fraudulent one under the provisions of the act and to enjoin the defendants "from selling, disposing, transferring or otherwise further conveying or encumbering any of the assets" that may be acquired by the transferee company. Other relief, including the appointment of a receiver to protect the employees and other creditors, is sought. No damages are asked for.
The essence of their complaint is that the terms of the buyout without fair consideration will leave the packaging division insolvent or inadequately capitalized, thus resulting in a constructive fraud on creditors under UFCA. Intentional fraud is also alleged.
The unions claim they are proper plaintiffs and have a creditor status by reason of Continental Can Company's obligations to them of $19,950,000 in matured or unmatured claims. While counsel at oral [484]*484argument was unable to respond with precision to the components of this claimed obligation, the complaint makes clear that the genesis of the relationship is the employer-employee status, which is defined by one or more collective-bargaining agreements. It is asserted that the obligation of the employer consists of matured and unmatured claims for "wages, vacation pay, sick leave pay, life, health and accident insurance, pension contributions, and other employee benefits." The unions, as unions, separately assert that they are creditors of the employers for dues checkoffs.
After the complaint was served, the companies responded by moving to dismiss pursuant to sec. 802.06(3), Stats., on the ground that "this action is preempted by Section 301 of the Labor Management Relations Act, 29 U.S.C. sec. 185."3
The trial judge, in deciding this motion, appropriately accepted the facts alleged in the complaint as correct; and it is to these facts, recited above, to which the parties have resorted in discussing this litigation.
The circuit judge reasoned that whatever rights the unions had derived completely from their collective-bargaining agreements and, therefore, any action brought on that creditor status was preempted by the LMRA.4 [485]*485He said in his opinion from the bench that "The claim is founded directly on rights created by the collective bargaining agreement." He stated the "resolution of the dispute under 242 will require this Court to evaluate and interpret a collective bargaining agreement."
After reviewing various decisions of the United States Supreme Court, he concluded by stating:
[A]pplying the rationale contained in the cases cited will require this Court to accept the federal dictate — the federal law dictate that a state court cannot step in and interpret and decide this case in this forum.
He stated he did not have "jurisdiction" to determine the dispute because it would require interpretation of the collective-bargaining agreements; and, therefore, the claim was dismissed.
The appeal by the unions from this order followed and was subsequently certified to this court.
It appears to us that the resolution of this case hinges on the proper characterization of the nature of the plaintiffs' claim. If the claim substantially implicates rights governed by sec. 301 under LMRA, federal law must be applied. If the claim is properly characterized as a state creditor's action to obtain the remedies afforded by UFCA and requires no substantial interpretation of the collective-bargaining agreement as provided by Wisconsin statutes to protect creditors, Wisconsin law is applicable.
[486]*486The mine-run case subject to preemption "is a contract claim in which a party to the collective-bargaining agreement expressly asserts that a provision of the agreement has been violated." Electrical Workers v. Heckler, 481 U.S. 851, 857 (1987). The case before us does not have that simplistic characteristic.
We first note the posture of the claim that the unions are creditors as defined by UFCA. The unions make that assertion for their members and for themselves. Under the procedural posture of the case, all parties agree that the allegations of the complaint must be taken as true. Also, it should be noted that one of the principal defendants, United States Can Company, denies any information on which it could form a belief as to the creditor status of the plaintiffs. Continental Can Company, the erstwhile employer, denies that any of the plaintiffs are creditors except for de minimis sums. Both of the principal defendants contend that what is relevant is not just that plaintiffs are, or could be, creditors, but that in any event they are creditors only by reason of the preexisting collective-bargaining agreements.
Essentially, the argument of each side relies upon United States Supreme Court cases. The unions, while recognizing the preemption of federal law in contract disputes over collective-bargaining agreements, point to the exceptions that appear both explicitly and implicitly in United States Supreme Court decisions that demonstrate that not all controversies that arise between parties to a collective-bargaining agreement are sec. 301 cases preempted by federal law. They conclude this is not a sec. 301 case.
The companies adopt the general proposition that any claims that are founded on rights created by collective-bargaining agreements are preempted by federal labor law. They argue that whatever rights the unions [487]*487have as creditors arise out of collective-bargaining agreements.
The question of whether a claim exclusively involves state law or whether it implicates federal law and thus is subject to preemption is a matter of law. Accordingly, we need not give special deference to the determination of the trial judge. The controlling question of law is, however, not a simple one, and its answer is dependent upon federal law as stated by the United States Supreme Court and by other federal courts to the extent that they appear to speak definitively on this question of the preemptive effect of sec. 301. See Allis-Chalmers Corp. v. Lueck, 471 U.S. 202, 214 (1985).
The federal law is clear that, where there is a sec. 301 claim, federal substantive law (irrespective of the forum) must control. Teamsters Local v. Lucas Flour Co., 369 U.S. 95, 103 (1962), rules out the application of incompatible state law and mandates that federal law must prevail in a sec. 301 case, stating:
The possibility that individual contract terms might have different meanings under state and federal law would inevitably exert a disruptive influence upon both the negotiation and administration of collective agreements.
Thus, Lucas makes it clear that individual contract terms must have consistent meanings and that only uniform federal law is likely to obtain that result.5
[488]*488The 1985 case of Allis-Chalmers, reversing a judgment of this court, 116 Wis. 2d 559, 342 N.W.2d 699 (1984), is highly informative and emphasizes that not all disputes between parties to a collective-bargaining agreement are to be governed by federal law. The actual matter at issue — whether sec. 301 of the LMRA preempts the state court action for bad-faith delay in making disability-benefit payments — was, however, decided in favor of preemption contrary to the decision of this court.
Allis-Chalmers attempted to summarize some of the principles of sec. 301 preemption. Relying on Lucas Flour, supra, Allis-Chalmers stated that:
[A] suit in state court alleging a violation of a provision of a labor contract must be brought under sec. 301 and be resolved by reference to federal law. A state rule that purports to define the meaning or scope of a term in a contract suit therefore is preempted by federal labor law. At 210.
It found that, because the collective-bargaining agreement itself must be interpreted in terms of "good faith," the state could not add the gloss of breach-of-a-state-tort-duty to the collective-bargaining contract and, therefore, there was preemption.
Allis-Chalmers went on to limit the possible scope of its rule by stating:
Of course, not every dispute concerning employment, or tangentially involving a provision of a collective-bargaining agreement, is pre-empted by sec. 301 or other provisions of the federal labor law. At 211.
It further stated:
Clearly sec. 301 does not grant the parties to a collective-bargaining agreement the ability to con[489]*489tract for what is illegal under state law. In extending the preemptive effect of sec. 301 beyond suits for breach of contract, it would be inconsistent with congressional intent under that section to pre-empt state rules that proscribe conduct, or establish rights and obligations, independent of a labor contract. At 212.
The Allis-Chalmers court also said, in effect, that rights conferred by state law that are nonnegotiable in a collective-bargaining agreement are not subject to preemption.
In respect to the dispute before it, the United States Supreme Court concluded that the duty of good faith was already an implicit condition of the collective-bargaining agreement. That agreement required insurance coverage by the employer, and hence the question of good faith was "tightly bound with questions of contract interpretation that must be left to federal law." At 216.
The court specifically declined in Allis-Chalmers to pass judgment "on whether an independent, nonnegotiable, state-imposed duty which does not create similar problems of contract interpretation would be pre-empted under similar circumstances." At 217, n. 11. As pointed out above, however, a collective-bargaining agreement cannot provide for terms illegal under general state law.
It summarized the tenor of its holding, stating:
It is perhaps worth emphasizing the narrow focus of the conclusion we reach today. We pass no judgment on whether this suit also would have been pre-empted by other federal laws governing employment or benefit plans. Nor do we hold that every state-law suit asserting a right that relates in some way to a provision in a collective-bargaining agreement, or more generally to the parties to such an agreement, necessarily is pre-empted by sec. 301. The full scope of the pre-emptive effect of federal labor-[490]*490contract law remains to be fleshed out on a case-by-case basis. We do hold that when resolution of a state-law claim is substantially dependent upon analysis of the terms of an agreement made between the parties in a labor contract, that claim must either be treated as a sec. 301 claim, see Avco Corp. v. Aero Lodge 735, 390 U.S. 557 (1968), or dismissed as preempted by federal labor-contract law. At 220.
We believe that Allis-Chalmers substantially "said it all" in respect to preemption principles applicable to sec. 301. Cases subsequent to Allis-Chalmers have, however, "fleshed out" the general principles set forth therein.
In Electrical Workers v. Hechler, 481 U.S. 851 (1987), the principles of Allis-Chalmers were applied without significant modification. There, the employee claimed that the union had breached its duty to provide her a safe workplace. The Supreme Court noted that, in the absence of an agreement, the duty would devolve upon the employer and, hence, the determination of whether the duty fell upon the union required the interpretation of the collective-bargaining agreement — a process, the Court said, that must yield to the application of uniform interpretations of the federal law. Hechler reiterated the rule of Allis-Chalmers that there was preemption when the resolution of a state claim is substantially dependent upon analysis of the terms of an agreement made between the parties in a labor contract. Hechler at 859.
In the same court term as Hechler, the Supreme Court, in Caterpillar Inc. v. Williams, 482 U.S. 386 (1987), decided that, where employees had separate employment contracts and their rights were not dependent on the interpretation or application of the collective-bargaining contracts, the complaint for enforcement [491]*491did not require evaluation under sec. 301 and was not removable to federal court.
While Caterpillar is not controlling in the instant case, its language is instructive. The Court in Caterpillar, relying on Allis-Chalmers, stated:
[A] plaintiff covered by a collective-bargaining agreement is permitted to assert legal rights independent of that agreement, including state-law contract rights, so long as the contract relied upon is not a collective-bargaining agreement. At 396.
In contrast, the Court pointed out that:
Section 301 governs claims founded directly on rights created by collective-bargaining agreements, and also claims 'substantially dependent on analysis of a collective-bargaining agreement.' At 394.
It could be asserted that Caterpillar expands the Lucas Flour test of preemption that arguably requires an express assertion that a collective-bargaining agreement has been violated, and supplants it with a test merely requiring that the claim be "founded directly on rights created by collective-bargaining agreements." At 394.
We are not persuaded that the test is different than that utilized in predecessor cases. The verbiage is slightly at variance, but the significance of that variance is not made apparent by the Court in Caterpillar. It is the facts there that constitute a significant variance.
That Caterpillar does not alter the previously stated rule is corroborated by the recent case of Lingle v. Norge Div. of Magic Chef, Inc., 486 U.S. —, 108 S. Ct. 1877 (1988). There, the majority relied on the pre-Caterpillar formula that preemption turns on whether the state-law claim can be resolved without interpreting the collective-bargaining agreement. Lingle traced the history of sec. 301 preemption from Charles Dowd Box Co., supra, [492]*492Lucas Flour, supra, and Allis-Chalmers, supra, and concluded that:
[I]f the resolution of a state-law claim depends upon the meaning of a collective-bargaining agreement, the application of state law (which might lead to inconsistent results since there could be as many state-law principles as there are states) is pre-empted and federal labor-law principles — necessarily uniform throughout the nation — must be employed to resolve the dispute. At 1881.
Thus, it appears that the proper test is not esoteric, but practical — does the adjudication of the state-law claim depend on the interpretation of the collective-bargaining agreement?
Even so, recent precedent indicates that a court does not risk preemption merely because some aspects of the collective-bargaining agreement are examined in determining the state claim. In Lingle itself, the Court pointed out that a finding of parallelism of some provisions of the collective-bargaining agreement with facts necessary to resolve a state-law claim does not necessarily compel sec. 301 preemption.
An opinion of the court of appeals for the second circuit in Baldracchi v. Pratt & Whitney Aircraft Div., 814 F.2d 102 (2nd Cir. 1987), was cited with approval in Lingle, at 1885. That case held the fact that the terms of the collective-bargaining agreement were relevant in furnishing the basis for making an appropriate award of damages to an employee asserting a state claim did not require a finding of preemption. It was held that Bal-dracchi's right not to be wrongfully discharged for filing a worker's compensation claim was not dependent upon the collective-bargaining agreement, although, clearly, the measure of her redress — the damages — was dependent upon wages established by that agreement. Bal-[493]*493dracchi referred to language in Allis-Chalmers that emphasized that "tangential" reference, or even dependence upon the terms of a collective-bargaining agreement for some purposes, did not impel a conclusion of preemption.
Baldracchi also seizes upon other points in the Supreme Court opinions referred to herein, e.g., that some rights arising under state law are nonnegotiable (see Allis-Chalmers at 213 and 217 n. 11) and therefore cannot be inquired into by the federal law of labor contracts. Baldracchi points out that the right to file a worker's compensation claim is one of those rights. Bal-dracchi states that, if LMRA is interpreted to deny employees in a collective-bargaining unit a right to a state remedy enjoyed by employees who are not represented in collective-bargaining units, the policy of the federal labor act is turned "on its head." 814 F.2d at 107.
From these cases, we derive fairly simple principles that, as evidenced by divergent opinions of various federal cases, are not simple of application. We deem the basic and controlling principles to be these: A state court has concurrent jurisdiction over a sec. 301 claim, subject to removal to a federal court; but, in any forum, a sec. 301 claim is always subject to the application of federal labor law.
If the claim does not require substantial interpretation of a collective-bargaining agreement, the application of federal law is not required. In determining whether the claim is preempted by sec. 301, the Supreme Court has stated the following guidelines:
A suit brought in a state court directly alleging a violation of a labor contract must be brought under sec. 301 and resolved by reference to federal labor law. Where the particular dispute can only be resolved by interpreta[494]*494tion of the collective-bargaining agreement, it is a claim under sec. 301 and is resolvable only by the federal labor law; however, there must be more than a "tangential" reliance upon the collective-bargaining agreement. The dispute in question or the issues for its resolution must be "tightly bound" to the interpretation of the collective-bargaining agreement. When resolution of the state claim is substantially dependent upon the analysis of terms in a collective-bargaining agreement, it must be treated as a sec. 301 claim or dismissed; or, under another formulation of the same rule, a state-law claim that is "founded" directly on the collective-bargaining agreement is a sec. 301 claim requiring resolution by federal labor law.
Having these "principles" in mind, we must determine their effect on the case before us. Using these principles, we reach the conclusion that this is not a sec. 301 case subject to preemption. It is an action brought to assert a state-law right to set aside what is alleged to be a fraudulent conveyance. Justice Stevens in footnote 12 of Lingle, at 1885 — a unanimous decision — stressed that the collective-bargaining agreement might well be the predicate for determination of the extent or scope of the remedy to which a worker might be entitled under state law and, to the extent that the collective-bargaining agreement needed interpretation, federal law would govern that interpretation, but that use of federal law did not require preemption of the state claim.
In the instant case, the plaintiff unions stress that the terms of a collective-bargaining agreement need not be interpreted to give them the remedy sought under UFCA. They merely need be creditors — present or potential, contingent or matured — and no threshold amount is required. Whether their qualification as credi[495]*495tors can be proved remains to be seen; but, under the posture of this case, where the assertion is that the plaintiffs are creditors, that pleaded fact must be assumed to be true.
DeFord v. Soo Line Railroad Co., 867 F.2d 1080 (8th Cir. 1989), considered whether a Minnesota UFCA action challenging a leveraged buyout was preempted by the Railway Labor Act. The court relied upon the language of Allis-Chalmers and concluded that the Minnesota state UFCA claim was entirely dependent on rights afforded by the preexisting collective-bargaining agreement and was, therefore, preempted. Chief Judge Donald Lay, dissenting, relied upon footnote 12 in Lingle, referred to above, and stated:
Interpretation of the collective bargaining agreement is required only to determine standing as a creditor, and to determine the amount of damages. The state statute creates an entitlement independent of the collective bargaining agreement, and is not preempted by the RLA. At 12.
We conclude that the analysis of Chief Judge Lay is the appropriate one under the guidelines of the Supreme Court itself. A creditor is defined by UFCA, sec. 242.01(3), Stats.: " 'Creditor' is a person having any claim, whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent."
Creditors under UFCA include holders of unreduced tort claims (Marcus v. Kane, 18 F.2d 722 (2nd Cir. 1927)), and employees with claims against their employer for services rendered (Pallott v. LaSalle Roofing & Shingle Co., 254 N.Y.S. 748 (1931)). Both actual and constructive fraud are addressed by the act. While sec. 242.07 deals with conveyances that involve actual intent to defraud, sec. 242.04 covers conveyances where [496]*496insolvency results, and sec. 242.05 covers conveyances that leave a business with unreasonably small capital. Fraudulent conveyances may be blocked or annulled as provided by secs. 242.09 and 242.10. Constructive fraud claims under UFCA must also deal with the issue of whether the conveyances were made for fair consideration. In re Bossell, Van Vechten & Chapman, 30 Wis. 2d 20, 30, 139 N.W.2d 639 (1966).
The companies emphasize that, under Running v. Widdes, 52 Wis. 2d 254, 190 N.W.2d 169 (1971), UFCA is a statute that confers no substantive rights, but rather confers remedies upon creditors with existing substantive rights. The assertion is true but irrelevant. We do not see the plaintiffs' complaint as asserting that UFCA gives them creditor status. Rather, the claim is that they are creditors under the collective-bargaining agreements and are seeking to have the same remedies that are afforded to other creditors.6
As stated under the somewhat different, but pertinent, circumstances of Baldracchi, supra, it would be strange to deny workers in collective-bargaining units the benefits of the remedies afforded all other creditors by UFCA just because they are organized laborers. The most significant aspect of Running v. Widdes is given no emphasis by the companies herein. The opinion stated [497]*497that the policy of the law is to benefit creditors and to give them a remedy in the event of fraudulent transfers and, as a remedial statute, UFCA should be liberally construed "to accomplish its purpose of giving speedy relief against a fraudulent debtor." At 259.
We see no force in the argument that UFCA is inapplicable because it confers no substantive rights. It does not. It is not intended to. What plaintiffs seek by use of UFCA is not the substantive right of a claim as creditor, but a remedy to assist in the satisfaction of that substantive claim.
We note that the case of United States v. Tabor Court Realty Corp., 803 F.2d 1288 (3rd Cir. 1986), validates the use of a state UFCA proceeding by a creditor to challenge a leveraged buyout. The United States of America was a creditor for income taxes in the Tabor case, where there was a conveyance of a major coal producer's assets and where the transaction jeopardized the ability of the United States to collect taxes. The court found it was appropriate to apply Pennsylvania's fraudulent conveyance act for the protection of creditors to set aside the leveraged buyout. Labor unions and their members should not be denied this same remedial aspect of state law unless to afford such remedy in some way impinges upon, or interferes with, the underlying and paramount philosophy of LMRA that the same federal legal standards be applied nationally to the interpretation and application of collective-bargaining agreements. In this case, there is no evidence of any impingement upon basic philosophies of LMRA.
We also consider other language appearing in several of the opinions of the United States Supreme Court that impels the conclusion we reach here.
It is rather obvious that, if the result sought to be achieved by the state claim or action cannot be the sub[498]*498ject of any collective-bargaining agreement, it is nonnegotiable. Hence, the assertion of such claim can have no effect on labor negotiations or on collective-bargaining agreements. See Allis-Chalmers at 211, 212. It would be difficult to assert that an agreement to submit to, or be victimized by, fraudulent conveyors is an agreement that could be negotiated legally under any system of law by parties to a collective-bargaining agreement. Certainly, the rights under UFCA are not rights that a party to this litigation contends may be bargained away. Allis-Chalmers at 212 noted that sec. 301 does not grant parties to a collective-bargaining agreement the ability to contract for what is illegal under the state law or to forego rights or obligations under state law that are independent of the labor contract. We do not see the defendant companies claiming that the right to assert the remedies of UFCA have been bargained away or can be bargained away in any collective-bargaining agreement. More to the point, the above language of Allis-Chalmers makes it clear that the right to use UFCA need not hinge upon any possible interpretation of a collective-bargaining agreement. Allis-Chalmers, at 217, made a significant point in asserting that parties to a labor contract are free to bargain in respect to what constitutes "good faith" in an insurance agreement. In effect, the Supreme Court concluded that, although "good faith" was a concept of state tort law, it was bargainable and negotiable in a collective-bargaining agreement because it involved terms and conditions in respect to the timeliness and methods of insurance benefit payments agreed upon in the collective-bargaining agreement.
It could be argued that a conveyance which is denominated as a constructive fraud only by reason of its consequences — such as undercapitalization or insolvency — could be an appropriate subject for labor negoti[499]*499ations. Such fraud after all is only of a type that is presumed in law. The fraud alleged in the third count of the complaint of the unions is brought under the provisions of sec. 242.07, Stats., Fraud in fact. The allegation is one of intentional fraud. Such conduct is proscribed by law and cannot be negotiable. The purpose of a uniform federal labor law cannot be furthered by any ratiocination that actual fraud is an appropriate or negotiable subject of a collective-bargaining agreement.
The language of Judge Richard Posner in the recent case of Air Line Pilots Assoc. International v. UAL Corporation, International Association of Machinists & Aerospace Workers, Nos. 83-3308, 88-3377, and 88-3387 (7th Cir. 1989), is by analogy appropriate to the use, in this case, of UFCA to control alleged illegal aspects of a corporate takeover. The Seventh Circuit case involved the applicability of a Delaware anti-takeover law, which was invoked to avoid a hostile leveraged buyout. It was claimed that the law of the State of Delaware was preempted by the Railway Labor Act, an act that has been interpreted to have as much preemptive effect as sec. 301 actions under LMRA. The Seventh Circuit said the Delaware law was not preempted and stated that preemption would be contrary to public policy and that an anti-takeover clause in a collective-bargaining agreement was a nullity. Judge Posner wrote:
Although preemption does not seem required to further the objectives of federal law, it could have a catastrophic effect on the efforts of states to regulate takeovers, and this consideration is germane since, realistically, a judgment about preemption requires a weighing of federal and state interests. See, e.g., Local 926, International Union of Operating Engineers v. Jones, 460 U.S. 669, 676 (1983); Belknap, Inc. v. Kale, supra, 463 U.S. at 498. Any firm that [500]*500had a collective bargaining agreement with a significant fraction of its work force could adopt anti-takeover measures with complete impunity, simply by writing them into the collective bargaining agreement. Unionized firms would be immune to hostile takeovers if, as is common, [*24] the union feared that a buyer of the company would seek to economize on its labor costs by renegotiating the company's collective bargaining agreements or even by selling off the company's assets to purchasers who would take free of any obligation under such agreements. For us to create in the name of preemption so enormous a loophole in state regulation, without any evidence that the loophole is necessary to protect the objectives of federal labor law, would be reckless. Like the criminal law, the regulation of corporations is, as the Supreme Court reminded us in the CTS case, a matter of primary state responsibility. See 107 S. Ct. at 1550-52; see also Cort v. Ash, 422 U.S. 66, 84-85 (1975). In such areas the presumption is against federal preemption. California v. ABC American Corp., 57 U.S.L.W. 4425, 4427 (S. Ct. April 18, 1989). And presumption or not, we do not think that the framers of the Railway Labor Act meant to deal the body blow to state regulation of corporations that a finding of preemption in this case would administer. 1989 U.S. App. LEXIS 6521, 21.
In a vein similar to that of Judge Posner's opinion, we have already explained that these claims require only tangential reference to the collective-bargaining agreement. No substantial interpretation is required. On the other hand, we conclude that the rationale for the objection to UFCA in this case on the ground that it might interfere with the federal labor law goal of uniformity is hard to understand. It would appear that the suppression of fraud, presumed or factual, even in the civil sense, is so closely related to the criminal law that the state has a [501]*501substantial interest that should not be tampered with unless the paramount interest of the federal government in uniform labor law in the particular case is demonstrated.7 It would appear that an area of state law such as that which we have under consideration here — fraudulent conveyances — is one in which the presumption should be against federal preemption.
In respect to the arguments of the defendants that the rights afforded by UFCA are remedial only, we respond by pointing out that the rights, because they are remedial, are significant ones in the panoply of most states' arsenals against those who would defraud creditors. A substantial state interest is at stake that should not be displaced upon a mere assertion that the uniformity of federal labor laws will be put in jeopardy. Defrauded creditors' rights should not be allowed to go unvindicated by merely asserting that the use of UFCA raises the spectre of non-uniform interpretations of collective-bargaining agreements. There is no showing of such a consequence here. Under the facts of this case, as well pleaded in the complaint, the unions and their members are creditors and are entitled to assert the remedy afforded by UFCA.
In conclusion, then, we hold that the cause of action asserted is a state claim, not a sec. 301 claim subject to preemption. There is no "substantial" dependency on a collective-bargaining agreement. The right claimed at the most requires only "tangential" reference to the col[502]*502lective-bargaining agreement. The rights arise under the state statute, not under any collective-bargaining agreement. There is no "intertwining." The state claim arises under an entirely separate aggregation of rights not even remotely concerned with labor law — state or federal. Nor are the rights being asserted in any way founded upon a substantial interpretation of a collective-bargaining agreement, nor, as we point out, could they be. The unions are not seeking directly to enforce their collectively-bargained rights to wages or other benefits. Rather, they seek to utilize UFCA to prevent their debtor from putting itself in a posture that may fundamentally compromise its ability to meet its obligations to its creditors; and there has been no showing by the companies that this claim will require substantial interpretation of the collective-bargaining agreement or that it will impinge upon the acknowledged value in having uniform federal labor law. There is simply no logical reason for this attempt to preempt an important area of state creditor law.
The only question of any real importance at this stage of the litigation is the unions' creditor status. Given the broad definition of "creditor" that appears in sec. 242.01(3),8 it cannot be doubted that the plaintiffs here have the standing and the factual posture under the complaint to bring this state action.
While their status as creditors in fact may be challenged upon remand, whether that status arose as the result of obligations to them under the collective-bar[503]*503gaining agreement is immaterial. It is the status that counts, not its origin. To determine whether the unions and their members are creditors, simpliciter, is a perfunctory exercise not dependent upon any substantial interpretation of collective-bargaining agreements. It is a determination that has no dependency upon the application of federal labor law.
Upon remand, additional issues will be posed: Whether the company has rendered itself insolvent by the transaction, whether it will be unreasonably under-capitalized, whether the consideration for the transfer was fair, and whether there was, as alleged, constructive and actual fraud perpetrated on the creditors. At the most, however, we anticipate that any references in future stages of this litigation to collective-bargaining agreements will be "tangential." The claim is not predicated or dependent upon any provision of the agreement. What the unions and their employees seek is an injunction to set aside or avert what is alleged to be a fraudulent transaction. While this may involve complicated arithmetical calculations and accounting procedures, we do not see a possibility that, for the purposes of the remedy sought to be afforded by ch. 242, Stats. (UFCA), the collective-bargaining agreement need be substantially considered. Federal preemption by the application of federal labor law under sec. 301 of LMRA is inappropriate. This is not a dispute that, in its present state-claim posture, implicates federal labor law.
By the Court. — Judgment reversed and cause remanded.