Piercing the corporate veil (PCV) is a remedy often pursued by a creditor of an insolvent entity against the entity’s parent or principal.  While the corporate veil generally shields a shareholder from the general obligations of his or her corporation, PCV allows a creditor to look beyond the corporate shield and, in certain instances, hold a shareholder liable for the corporation’s debts.

In order to prevent the expense of annual 2019 government registration fees, an appointed liquidator will be required to hold the final general meeting for a company or file the final dissolution notice for an exempted limited partnership on or before 31 January 2019.

As annual BVI Registry fees are payable by 30 November for those BVI companies that were incorporated or registered in the second half of the year, it is time to start planning the liquidation of those entities that have reached the end of their life cycle, to ensure that unnecessary Registry fees are not incurred.

Federal bankruptcy judges, who are not appointed under Article III of the Constitution, do not have the power to enter a final judgment in all matters that come before them. Pursuant to 28 U.S.C. § 157(b)(2), they generally may enter a judgment in all cases under the Bankruptcy Code or in certain proceedings defined as “core proceedings.”

Joining the Fourth, Fifth, Eighth and Ninth Circuit Courts of Appeal, the Eleventh Circuit recently held that new value does not need to remain unpaid in order to support the subsequent new value defense in a preference action.  See Kaye v. Blue Bell Creameries, Inc. (In re BFW Liquidation, LLC), Case No. 17-13588, 2018 WL 3850101 (11th Cir.

To Lease or Not to Lease

In Corporate Claims Management, Inc. v. Shapier, et al. (In re Patriot National Inc.), Adv. Pro. No. 18-50307 (Bankr. D. Del August 8, 2018), the Delaware Bankruptcy Court found that alleged misappropriation of trade secrets could constitute a violation of the automatic stay under section 362 of the Bankruptcy Code and be subject to turnover under section 542 of the Bankruptcy Code. 

InLaMonica v. CEVA Group PLC, et al. (In re CIL Limited), Adversary No. 14-02442 (Bankr. S.D.N.Y June 15, 2018), the Bankruptcy Court for the Southern District of New York was tasked with deciding whether the “collapsing doctrine” could be used to determine the situs of a fraudulent transfer, which was part of an international, multi-step transaction occurring inside and outside of the United States. 

In Topfer v. Topfer (In re Topfer), Case No. 5-18-ap-00066 RNO (M.D. Pa. July 25, 2018), the Bankruptcy Court for the Middle District of Pennsylvania remanded a three-and half year old divorce proceeding that had been removed to bankruptcy court. But, the remand became more complicated than it needed to be.

The chapter 7 debtor had removed the divorce action immediately after filing for chapter 7 bankruptcy. Shortly after removal, the non-debtor spouse moved to remand the case on mandatory abstention and permissive abstention grounds.

The timing of the commencement of the voluntary liquidation of a Cayman Islands company was often driven primarily by the desire to avoid incurring the following year’s annual government fees. To avoid those fees, the liquidation had to commence by December, with the final meeting being held before the end of January. This timetable resulted in an effective dissolution date into the next calendar year, while still avoiding the government fees for that year.