Under FRCivP 24(a), a would-be intervenor must show that it has a significant protectable interest as to the property or transaction involved in the dispute which may be impaired by resolution of the case as well as that the motion to intervene was timely and the existing parties don’t or can’t protect the intervenor’s interest. Here, the plaintiff sought a CERCLA judgment against the intervening insurers’ bankrupt insured. The insured could not defend, and a judgment against the insured could be used by the plaintiff to seek a judgment against the insurers under California’s direct action statute. To satisfy the protectable interest requirement, the would-be intervenor must have an interest that is protectable under some law and that interest must be related to the claims at issue in the case. California’s direct action statute (Ins. Code 11580) gives the insurers such a legally protectable interest in preventing judgments against their insureds that are bankrupt or otherwise unable or unwilling to defend themselves, at least so long as the insurers have not denied coverage or defense.