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    First Circuit: private equity fund may be trade or business and subject to portfolio company pension liabilities
    2013-08-08

    The First Circuit Court of Appeals has recently held in Sun Capital Partners III, LP v. New England Teamsters & Trucking Industry Pension Fund, No. 12-2312 (July 24, 2013), a case of first impression at the Circuit Court level, that a private equity fund that exercises sufficient control over a portfolio company may be considered a “trade or business” for purposes of Title IV of the Employee Retirement Income Security Act of 1974 (ERISA).

    Filed under:
    USA, Employee Benefits & Pensions, Insolvency & Restructuring, Litigation, White & Case, Employee Retirement Income Security Act 1974 (USA), Joint and several liability, Defined benefit pension plan, Sun Capital Partners, Pension Benefit Guaranty Corporation
    Authors:
    Mark T. Hamilton , Kenneth Barry , Jason M. Rothschild
    Location:
    USA
    Firm:
    White & Case
    6 things to include in a final money judgment
    2013-08-09

    Before the clerk of the court will issue a writ of execution or writ of garnishment on a judgment, the clerk will review the judgment to ensure it is valid and enforceable. Failure to include certain specific language in a judgment could prevent or delay your ability to collect on your judgment.

    To avoid potential issues, here are some things you should consider including in your final money judgment:

    Filed under:
    USA, Insolvency & Restructuring, Litigation, Carlton Fields, Writ, United States bankruptcy court
    Authors:
    Ilan A. Nieuchowicz
    Location:
    USA
    Firm:
    Carlton Fields
    Private equity investment funds can now have pension liability for the obligations of portfolio companies
    2013-08-09

    On July 24, 2013 the First Circuit Court of Appeals, applying an “investment plus” test, concluded that a Sun Capital private equity investment fund was engaged in a “trade or business” for purposes of determining whether the fund could be jointly and severally liable under ERISA for the unfunded pension withdrawal liability of the portfolio company.1 Two Sun Capital investment funds, conveniently named Sun Capital Partners III, LP (“Fund III”) and Sun Capital Partners IV, LP, (“Fund IV”) (the “Sun Funds”) collectively owned 100 percent of Scott Brass, Inc.

    Filed under:
    USA, Corporate Finance/M&A, Employee Benefits & Pensions, Insolvency & Restructuring, Litigation, Haynes and Boone LLP, Employee Retirement Income Security Act 1974 (USA), Private equity, Liability (financial accounting), Joint and several liability, Sun Capital Partners
    Authors:
    Robin E. Phelan , Charles F. Plenge , Sam Lichtman
    Location:
    USA
    Firm:
    Haynes and Boone LLP
    Florida melamine-tainted milk importer seeks bankruptcy protection
    2013-08-09

    A Florida-based import-export company has filed for Chapter 7 protection in bankruptcy court, listing more than $204 million in liabilities from litigation over its role in the import from China of powdered milk contaminated with melamine. In re Exim Brickell, LLC, No. 13-28502 (U.S. Bankruptcy Ct., S.D. Fla., filed August 3, 2013). Exim Brickell, LLC declared $300 in office furniture as its only asset.

    Filed under:
    USA, Insolvency & Restructuring, Litigation, Shook Hardy & Bacon LLP, Bankruptcy, United States bankruptcy court
    Authors:
    Mark D. Anstoetter , Madeleine M. McDonough
    Location:
    USA
    Firm:
    Shook Hardy & Bacon LLP
    Fifth Circuit protects secured lender who bypasses Chapter 11 reorganization plan
    2013-08-12

    The U.S. Court of Appeals for the Fifth Circuit held on August 5 that a secured lender’s disputed “lien on [the debtor’s] principal asset survived . . . confirmation of [the debtor’s] Chapter 11 . . . reorganization plan” because the lender had not participated in the bankruptcy case.S. White Transportation, Inc. v. Acceptance Loan Co., 2013 WL 3983343, *1,*3 (5th Cir. Aug. 5, 2013). Had the lender participated in the case, the court reasoned, its lien might have been avoided.Id., at *1, citingIn re Ahern Enterprises, Inc., 507 F.3d 817, 822 (5th Cir.

    Filed under:
    USA, Banking, Insolvency & Restructuring, Litigation, Schulte Roth & Zabel LLP, Bankruptcy, Debtor, Secured creditor, Fifth Circuit
    Authors:
    Michael L. Cook
    Location:
    USA
    Firm:
    Schulte Roth & Zabel LLP
    Bankruptcy safe harbors under attack
    2013-08-12

    The “safe harbor” provisions of the Bankruptcy Code protect firms that trade derivatives, and other participants in financial and commodity markets, from the rigidity that bankruptcy law imposes on most parties. Since their inception in 1982, the safe harbor statutes have gradually grown broader, to reflect a Congressional intent of protecting against secondary shocks reverberating through those markets after a major bankruptcy. The liberalizing of safe harbors traces – and may well be explained by – the rapidly expanding use of derivatives contracts generally.

    Filed under:
    USA, Insolvency & Restructuring, Eversheds Sutherland (US) LLP, Bankruptcy, Commodity market
    Authors:
    James M. Cain , Jacob Dweck , Catherine M. Krupka , David T. McIndoe , R. Michael Sweeney, Jr.
    Location:
    USA
    Firm:
    Eversheds Sutherland (US) LLP
    Equityholder's strategy for shifting tax burdens to creditors upheld by Third Circuit
    2013-08-12

     

    In re Majestic Star Casino, LLC, F.3d 736 (3rd Cir. 2013), the U.S. Court of Appeals for the Third Circuit broke from other courts by holding that S corporation status (or "qualified subchapter S subsidiary" or "QSub" status) is not property of the estate of the S corporation's bankruptcy estate. Other Circuits have routinely held that entity tax status is property of the estate.

    Filed under:
    USA, Insolvency & Restructuring, Litigation, Tax, Sheppard Mullin Richter & Hampton LLP, Bankruptcy, Shareholder, Debtor, Income tax, Debt, S corporation, United States bankruptcy court, Third Circuit
    Location:
    USA
    Firm:
    Sheppard Mullin Richter & Hampton LLP
    The U.S. trustee's new chapter 11 fee guidelines
    2013-08-13

    Following the culmination of two public comment periods spanning more than a year, the Office of the United States Trustee, a unit of the U.S. Department of Justice (the “DOJ”) assigned to oversee bankruptcy cases, issued new final guidelines on June 11 governing the payment of attorneys’ fees and expenses in large chapter 11 cases—cases with $50 million or more in assets and $50 million or more in liabilities.

    Filed under:
    USA, Insolvency & Restructuring, Litigation, Jones Day, US Department of Justice, United States bankruptcy court
    Location:
    USA
    Firm:
    Jones Day
    A false sense of security: fictitious checks and fraudulent transfers
    2013-08-14

    When a person “pays” a debt with a fictitious check, someone other than the bad guy usually ends up losing. The Sixth Circuit Court of Appeals recently addressed such a situation inWhite Family Cos., Inc., v. Slone (In re Dayton Title Agency, Inc.), Case Nos. 12-3265;3359, July 31, 2013. In Dayton Title, the accused bad guy was Krishan Chari. Chari operated a real estate business in which he bought and sold commercial properties.

    Filed under:
    USA, Insolvency & Restructuring, Litigation, Porter Wright Morris & Arthur LLP, Bridge loan, Sixth Circuit
    Location:
    USA
    Firm:
    Porter Wright Morris & Arthur LLP
    Sixth Circuit weighs in on circuit split concerning bankruptcy appeals
    2013-08-15

    The Sixth Circuit addressed on Monday a circuit split concerning appellate jurisdiction over bankruptcy court orders rejecting planned confirmation in In re William Lindsey.   In an opinion by Judge Sutton, the Sixth Circuit joined four other circuits which had concluded that a decision rejecting a confirmation plan does not constitute a final appealable order under Section 158(d)(1) of the Bankruptcy Code.  The Court noted that an unpublished decision in t

    Filed under:
    USA, Insolvency & Restructuring, Litigation, Squire Patton Boggs, United States bankruptcy court, Sixth Circuit
    Authors:
    Pierre H. Bergeron
    Location:
    USA
    Firm:
    Squire Patton Boggs

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