canada


Commencement Date: 
06/12/2012
Country, State of Foreign Proceeding: 
United States, District of Delaware
Canadian Court: 
Ontario Superior Court of Justice (Commercial List)
Summary: 
Allied Systems Holdings Inc. (“ASHI”) and its affiliates were primarily engaged in transporting automobiles from manufacturing plants, ports and railway distribution points to automotive dealers in the U.S. and Canada. Involuntary petitions were filed against ASHI and one of its subsidiaries in the U.S., pursuant to Chapter 11. Subsequently, several other subsidiaries filed voluntary petitions for relief under Chapter 11. Among these subsidiaries were two Canadian entities. The Canadian Court declared and ordered that ASHI was the “foreign representative.” As well, the Canadian Court declared that the COMI for ASHI and the subsidiaries was the U.S. and that the American proceeding was to be recognized as a “foreign main proceeding”. The Canadian Court considered the s. 45(2) presumption that the COMI is where a debtor’s registered office is located. Two of the subsidiaries had registered offices in Canada. One of these subsidiaries had a principal place of business in Ontario. That said, the Canadian subsidiaries were managed out of the U.S. In considering whether the registered head office presumption had been rebutted, the Canadian Court held that three principal factors were informative for determining the COMI: (i) whether the location is readily ascertainable by creditors; (ii) whether the location is one in which the debtor's principal assets and operations are found; and (iii) whether the location is where the management of the debtor takes place. These factors indicated that the COMI was in the U.S. Additionally, the Canadian Court recognized certain orders that had been made in the U.S.