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Ninth Circuit Treats Corporate Insider Fairly in Fraudulent Transfer Case
April 2011
The U.S. Court of Appeals for the Ninth Circuit, on Aug. 10, 2010, reversed a district court’s adverse $6.7 million fraudulent transfer judgment against a corporate insider, a director of the debtor, in a remarkably sensible opinion. Decker v. Tramiel (In re JTS Corp.), 617 F.3d 1102 (9th Cir. 2010). The director had bought eight parcels of the debtor’s real estate for $10 million in good faith two years prior to bankruptcy. Holding that the director had “no liability to the [plaintiff bankruptcy] trustee for” a constructive fraudulent transfer, the court found that the director was “a good faith transferee … entitled to an offset for the value he paid for the property,” and that he was “entitled to [an additional] settlement credit” for “the amount that his codefendants paid in a settlement agreement.” 617 F.3d at 1106, 1120. For corporate insiders — private equity funds, controlling shareholders, officers and directors — the case shows that insider status alone is not enough to impose liability, particularly when the insider participates in a good-faith attempt to rehabilitate a financially troubled debtor.
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The US Securities and Exchange Commission (“SEC”) and the Commodity Futures Trading Commission (“CFTC”) have overhauled Form PF and private fund managers have until March 12, 2025, to begin reporting on the new Form. The changes to the reporting requirements mandated by the amendments to the Form (“Form PF Amendments”) will require substantial preparation by many managers.[1]
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Alerts
The US Securities and Exchange Commission (“SEC”) and the Commodity Futures Trading Commission (“CFTC”) have overhauled Form PF and private fund managers have until March 12, 2025, to begin reporting on the new Form. The changes to the reporting requirements mandated by the amendments to the Form (“Form PF Amendments”) will require substantial preparation by many managers.[1]
Alerts
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Alerts
The US Securities and Exchange Commission (“SEC”) and the Commodity Futures Trading Commission (“CFTC”) have overhauled Form PF and private fund managers have until March 12, 2025, to begin reporting on the new Form. The changes to the reporting requirements mandated by the amendments to the Form (“Form PF Amendments”) will require substantial preparation by many managers.[1]