Corporation liquidating trust
In conjunction with the other provisions of the Bankruptcy Code that require a disclosure statement and plan to provide “adequate information” for a claim or interest holder to make an informed judgment about the plan, Section 1123(b)(3) effectively provides notice to creditors of retention and prospective enforcement of claims that may enlarge the estate’s assets for distribution.
A plan must expressly retain claims to preserve a liquidating trust’s standing to pursue them after plan confirmation.
This is an appeal from a final judgment entered in the United States District Court for the Southern District of New York (Stanton, J.), dismissing on the pleadings a diversity action brought by plaintiff-appellant Am Base Corporation (“Am Base”) against defendants-appellees for indemnification of legal expenses incurred in a tax dispute with the Internal Revenue Service (“IRS”). Ch.2001) (“Delaware Action”), which was dismissed as time barred by Delaware's shorter statute of limitations. Between 19, the Trust distributed over 0 million in cash and assets to the former stockholders of City.
This dispute concerned certain tax liabilities that allegedly were assumed by the predecessor corporation of defendant-appellee City Investing Company Liquidating Trust (the “Trust”). For the reasons that follow, we conclude that Am Base's claims are barred as a matter of law by the doctrine of res judicata. Certain directors and officers of City (“Trustee Defendants”) occupied certain fiduciary positions with both Am Base and the Trust.
Liquidating trusts can be effective tools to wind down any business enterprise, including debtors in Chapter 11 bankruptcy cases and entities that dissolve outside of bankruptcy. To that end, in a Chapter 11 case, a debtor’s exclusive right to file a plan is limited to 120 days (subject to extensions for cause), but once a plan is confirmed, the bankruptcy estate ceases to exist and the debtor loses its status as debtor in possession, including its authority to act as a bankruptcy trustee and pursue estate claims.
Norton Liquidating trusts are organized for the primary purpose of liquidating assets transferred to them for distribution to trust beneficiaries. The US Bankruptcy Code seeks to promote the effective administration and settlement of a debtor’s assets and liabilities within a limited frame of time.
to liquidate and distribute assets of the debtors in the Res Cap bankruptcy case.
The Liquidating Trust, through its agents, shall wind down the affairs of and dissolve the Debtors and their subsidiaries including the Non-Debtor subsidiaries.
Bolden, Wiggin & Dana, LLP, New Haven, CT, Philip Halpern, Collier, Halpern, Newberg, Nolletti & Bock, LLP, White Plains, NY, on the briefs), for Plaintiff-Appellant. Dodyk, Cravath, Swaine & Moore, New York, NY, for Defendants-Appellees. Am Base owned several operating subsidiaries, including the Home Insurance Company, and in the mid 1980s held assets in excess of billion. City's shareholders were the beneficiaries of the Trust and received ownership units in it.A company considering a liquidating trust needs to determine whether it will be required to comply with the registration and reporting requirements under the Securities Exchange Act of 1934.