When someone who controls a corporation, such as a CEO or director, engages in conduct that a shareholder believes has harmed the corporation in some way, what can the shareholder do about it? In some circumstances, a shareholder may file a derivative lawsuit.
Shareholders are investors in a corporation but they do not have control over business operations. They elect directors who in turn appoint officers and executives to handle management. However, shareholders have a variety of rights, and one of the most important is the right to sue an officer or director who allegedly has harmed the corporation. Such a lawsuit is called a derivative action because the shareholder is stepping into the shoes of the corporation, sticking up for its interests when its own leaders fail to do so.
Shareholder derivative lawsuits allege that a director or officer has engaged in such mismanagement, fraud or some other wrongful act or has failed in discharging their fiduciary duties. The shareholder suit against fast food giant Wendy’s, for example, alleges that directors breached their fiduciary duty by approving inadequate security practices that led to a massive data breach.
The plaintiff must be shareholder when the alleged wrong occurred.
The shareholder must first make a demand on the corporation, insisting that it take the desired action.
If the shareholder doesn’t make a demand, he or she must convince the court that such a demand would be futile.
Assuming a demand is made, the board of directors may, in its business judgement, refuse to act on the demand.
It is then the plaintiff’s burden to explain why the refusal to act on the demand is anything but a valid use of business judgment.
The business judgment element is a critical part of a derivative lawsuit. There is a legal presumption that directors, when making a business decision, do so in good faith, with enough information and with the honest belief that they are acting in the company’s best interest. Kentucky case law holds that “if the requirements of the traditional business judgement rule are met, the board’s decision [to refuse the demand] will be respected by a reviewing court.”
About Finney Law Firm, LLC
Founded in 2014, FLF has grown to 15 attorneys located in offices in Eastgate and downtown Cincinnati with five major practice areas: Corporate Law, Real Estate Law, Employment Law, Commercial Litigation and Public Interest and Constitutional Litigation. FLF has the unique claim to three 9-0 victories at the United States Supreme Court for its public interest practice along with breakthrough class action work.
FLF also has an affiliated title insurance company, Ivy Pointe Title, LLC, that closes and insures nearly a thousand commercial and residential real estate transactions annually.
For more information about Finney Law Firm, visit finneylawfirm.com.
Tonight, the Centers for Disease Control issued this proposed Order that will prohibit most residential evictions nationwide. The Order is scheduled to take effect on September 4, 2020, this Friday, and last through the end of the year.
Previous rulings by the federal government limiting evictions were limited to projects financed with special HUD loans, which were few and very large projects. In contrast, this ruling applies to almost all residential tenants in all States and US Territories (except American Samoa) with the following exceptions:
Engaging in criminal activity while on the premises;
Threatening the health or safety of other residents;
Damaging or posing an immediate and significant risk of damage to property;
Violating any applicable building code, health ordinance, or similar regulation relating to health and safety; or
Violating any other contractual obligation, other than the timely payment of rent or similar housing-related payment (including non-payment or late payment of fees, penalties, or interest).
The Order also will not apply to residents who earn more than $99,000 individually or $198,000 if filing jointly.
In order to qualify for the protection, the resident must sign a CDC-prescribed form that says:
The individual has used best efforts to obtain government assistance for the payment of rent.
The individual falls below the above-income thresholds.
The individual can’t pay rent due to loss of income or medical expenses.
The individual is using best efforts to pay the rent or as much of it as he can.
Eviction would render the individual homeless.
The Finney Law Firm sees this as a significant shift in the balance between landlords and tenants in fulfilling leasehold obligations through year’s end. It will cause economic hardship for many landlords, and could force many projects into default.
Contact Chris Finney (513-943-6655) for more details and to learn how we can help.
In Part One of our Bankruptcy Basics series, we discussed Ohio Chapter 7 Bankruptcy, which can be read at this link. In Part Two of our series, we discussed Ohio Chapter 13 Bankruptcy which can be read at this link. In Part Three of our series, we discussed Ohio Chapter 11 Bankruptcy which can be read at this link.
In our final blog in the series, we explore a new Bankruptcy solution now available to small businesses called the Small Business Reorganization Act – or Subchapter V to a Chapter 11 Bankruptcy.
Finally, More Favorable Relief for Small Businesses
There have always been economic fluctuations in operating a small business that have necessitated relief under the Bankruptcy Code. However, this has historically proven to be a lengthy and expensive process. Legislators recognized these deterrents to small business debtors getting a fresh start and drafted a new Subchapter to the Bankruptcy Code to improve the process and allow more small business debtors to take advantage of its provisions.
The enactment of these provisions, which pre-date COVID-19, are timelier and more appropriate than the drafters could have ever thought possible. With shutdowns, social distancing, and mask orders, now more than ever, we are seeing small businesses struggle, especially in the restaurant and food service industry.
Small Business Reorganization Act- Subchapter V
The Small Business Reorganization Act became effective February 19, 2020. The purpose of the Act was to streamline the process making it less expensive, and easier and quicker for small businesses to file for Chapter 11 Bankruptcy.
To take advantage of Subchapter V, the debtor must qualify as a small business debtor and must be engaged in commercial or business activities. It is likely that this definition would include the winding up of a business as well as the continuation of business in Chapter 11. This requires that at least 50% of the debtor’s debts come from commercial or business activity.
In addition, there is a debt limit that a debtor must not exceed in Subchapter V which is set at $2,725,625 million. However, the Coronavirus, Aid, Relief, and Economic Security Act (“Cares Act”), effective March 27, 2020, changed this to $7.5 million for one year following the effective date. This amendment will allow even more debtors to take advantage of the new Subchapter V provisions.
Filing
The filing procedure of a Subchapter V case is different from a standard Chapter 11 case. The debtor must make an election upon bankruptcy filing to take advantage of the provisions. Parties in interest may object to the debtor’s election of Subchapter V status.
Once a debtor becomes a Debtor in Possession, controlling the assets and operations of the business, it has powers of a trustee. A Debtor in Possession must provide its most recent balance sheet, statement of operations, cash-flow statement, and federal tax return.
A Debtor in Possession, or senior management, must file a monthly operating report, procure insurance, attend meetings and hearings, and file statements of financial affairs including required schedules.
A disinterested Subchapter V Trustee is appointed to facilitate, provide oversight, and monitor the case. Some of the Trustee’s duties include: Facilitating in the development of a consensual plan; Appearance at status conferences, confirmation, modification hearings, hearings on valuation of secured property and sale of estate property; reviewing and objecting to Proofs of Claim; accounting for property received by the estate; opposing discharge in proper cases; and, filing final reports.
These duties are expanded in a case where the Debtor in Possession is removed due to fraud or misconduct.
Some procedural benefits to Subchapter V are that no creditor committees are formed and no disclosure statements and hearings on disclosure statements are required unless ordered by the court.
The United States Trustee is not paid by the debtor in Subchapter V; rather, the Subchapter V Trustee is paid for services by the debtor as an administrative expense.
Initial Status Conference
The court will hold an initial status conference within 60 days after filing. The debtor, debtor counsel and Subchapter V Trustee must attend, and creditors may elect to attend. The purpose of this conference is to further the expeditious and economical resolution of a case under Subchapter V.
A debtor is required to file a report 14 days ahead of the first status conference, detailing what efforts have been made to procure a consensual plan agreeable to the creditors.
Debtor and Trustee may hire a professional to assist in the case. However, Trustee, debtor attorney and any other professionals must be disinterested.
A distinct change for debtor attorney is that they may be owed up to $10,000 in pre-petition fees without being considered a conflict of interest. However, these fees may only be paid as a general unsecured creditor. If debtor paid the attorney an avoidable preference the attorney is disqualified from representation.
The court will set the confirmation hearing, deadlines for acceptance or rejection of the proposed plan, objections to confirmation and filing Proofs of Claim.
Bankruptcy Plan
A plan of reorganization must be filed by the debtor within 90 days of filing.
Only the debtor may propose a plan. This differs from Chapter 11 where creditors may propose a competing plan after the exclusivity period ends.
There is no disclosure statement or hearing required unless ordered by the court. However, a statement of the history of operations of the business is required in the plan when submitted. In addition, a liquidation analysis, and projections of disposable income available to pay the plan are required to determine its feasibility.
A proposed plan may be a consensual plan if all classes of creditors consent to the plan. This requires that more than 50% of the creditors in each class approve the plan and those creditors represent at least 2/3 of the total dollar amount in the class. A consensual plan must pay administrative and priority claims on the effective date of the plan. If a creditor fails to file a timely ballot it, is deemed to have accepted the plan.
If a consensual plan is not accepted, then the debtor may propose a cramdown plan without approval of any creditors.
The cramdown plan will propose to pay debts to be discharged over a three to five-year period. Long- term debts may be paid over a longer time but will not be discharged. Priority debts and administrative claims may be paid over the three to five-year plan period. Unsecured creditors may receive a percentage of their claim or they may receive nothing.
Secured creditors’ claims can be crammed down to the value of the collateral. The remainder of the claim will become an unsecured claim. However, secured creditors can elect treatment that requires that their claim be paid in full, but they receive no interest.
One of the biggest changes in bankruptcy law is the ability of a debtor to modify a mortgage on their principal residence if the loan was not used to purchase the property and was primarily used for business purposes. In this situation, the loan would be secured only to the extent that the value of the residence supports it. The balance will be deemed a general unsecured claim. This may be particularly relevant in SBA loans that require a lien on personal residence.
The debtor may modify the plan at any time prior to confirmation.
Confirmation
For the court to confirm a plan it must be fair and equitable and must not unfairly discriminate.
A consensual plan requires that all classes must vote in favor of the plan. For a class to accept the plan, more than 50% of creditors in the class and at least 2/3 of the monetary claims in that class must vote to accept.
If any or all classes fail to approve the plan, the debtor may propose a cramdown plan. This plan is funded with projected disposable income despite whether the debtor is an individual or business entity. Projected disposable income is the income a debtor has that is not reasonably necessary for the maintenance and support of debtor and dependents, including payment of domestic support obligations, and that which is necessary for the continued operation of the business. In the case of a business filing, projected disposable income is the income of the business beyond what is necessary for the continuation, preservation, or operation of the business. There is more room for discretion in this analysis based on individual circumstances and businesses than in other bankruptcy chapters.
The projected disposable income is paid for a three-year period or such longer time as the court may determine, not to exceed five years.
Feasibility is determined by the ability of the debtor to make the payments. The debtor must be reasonably certain to make the payments. In addition, there must be set remedies in the event debtor fails to make the required payments.
Creditors can object to confirmation of the plan.
Trustee Duties
In a consensual case, the Subchapter V Trustee is terminated when the plan is substantially consummated. This is generally when property has been transferred and distributions have begun. The debtor will make payments to the creditors.
In a nonconsensual plan, the Trustee will make payments to the creditors, unless the plan provides for the debtor to do so, and the trustee will continue as the trustee in the case.
Post-confirmation Modification
A consensual plan may be modified at any time prior to substantial consummation if creditors do not reject the modified plan and it meets all other confirmation requirements.
A cramdown plan may be modified at any time prior to the last payment made by the debtor if it meets all other confirmation requirements.
Only the debtor may modify the plan.
Discharge
Discharge in a Subchapter V case depends on whether the confirmed plan was consensual or a cramdown plan.
In a consensual plan, discharge will be issued upon confirmation of the plan for both an individual and a business entity. However, if the plan is a liquidation of most or all the debtor’s assets, the business would no longer operate, and the debtor would not be eligible for discharge in a Chapter 7, then a discharge will not be entered.
Discharge will be granted despite whether any creditor filed a Proof of Claim or accepted or rejected the plan. Debts owed to governmental units and certain taxes will not be discharged by an individual or business entity.
Discharge will not be granted to an individual when the debt is for certain taxes, fraud, larceny, breach of fiduciary duty, domestic support obligations, and/or unscheduled claim, just to name a few.
In a cramdown plan, the discharge will be entered as soon as practicable after the three to five-year period. Only the debts scheduled to be paid in the three to five-year commitment period will be discharged. Long term debts will not be discharged.
In a cramdown plan an individual may not discharge claims based on fraud, domestic support obligations, larceny, breach of fiduciary duty, unscheduled claims, certain taxes etc. Due to the language of the statute it is unclear whether a business entity may discharge debts of this type.
Default
Remedies for default will be spelled out in the confirmed plan. In a consensual plan, the creditors have agreed and possibly negotiated for default terms. In a cramdown plan, the court and Subchapter V Trustee determine whether the default language is acceptable.
Default provisions could include sale of non-exempt property, conversion to Chapter 7 if assets are available for liquidation, dismissal if conversion would add no value to the estate, and debtor may be removed as Debtor in Possession, and/or relief from stay may be granted for pursuit against secured property.
When plan is consensual, dismissal results in the confirmed plan replacing old obligations and creditors must pursue their rights under those new terms.
In a cramdown plan where dismissal occurs, creditors and debtors return to their pre-bankruptcy status including costs and fees accumulated during the pendency of the bankruptcy.
Conclusion
With these distinctions made between the new Small Business Reorganization Act Subchapter V and other bankruptcy options it is hopeful that this Act will be a new tool in the small business debtor’s arsenal to navigate the bankruptcy process and alleviate debt concerns.
In reading the above, you will note that this process can be quite complex. This article is written to outline those complexities and to give contrast to the other types of bankruptcy relief in the other three parts of the blog.
If you are struggling financially, please contact me so I can explain solutions available to you in a FREE Consultation. Susan Browning, Finney Law Firm, (513) 943-6650, or email at [email protected]
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ABOUT FINNEY LAW FIRM
In 2014, led by Christopher P. Finney, seven bright, hard-working attorneys and a dedicated and talented staff, came together to form Finney Law Firm. Our team is committed to a unique practice of law that makes a positive difference for our clients by focusing on defining and then arriving at the best outcome for them. Finney Law Firm’s practice has extensive experience in the broad range of legal services that individuals and businesses may need:
Business formation and development
Residential and Commercial Real estate
Estate planning and administration
Commercial dispute resolution
Public interest law
Labor and employment law
Small Business Solutions Group
Bankruptcy
Personal Injury and Wrongful Death
Water Law
Affiliated Title Company – Ivy Pointe Title, LLC
We work relentlessly to add value for our clients by applying cutting edge legal strategies and utilizing highly productive technology. This approach allows us to keep pace with the changing demands of our clients’ own challenging personal and business environments. ~ Christopher P. Finney
A bill recently introduced in Congress would allow Americans to sue the Chinese government for harm caused by the coronavirus pandemic. The measure, called the Holding the Chinese Communist Party Accountable for Infecting Americans Act, is the most recent in a series of attempts by legislators to saddle China with legal liability for the spread of COVID-19 throughout the U.S.
The Foreign Sovereign Immunities Act (FSIA) precludes most lawsuits against a foreign nation. The U.S. Supreme Court has held that the FSIA is the sole basis for obtaining jurisdiction over a foreign state. However, the FSIA does have a few exceptions, allowing lawsuits when a foreign state has waived its immunity, when the claim is based on the foreign state’s commercial activity in the U.S. and when the claim is against a country that the U.S. has labeled as a state sponsor of terrorism.
The latest bill, sponsored by Sen. Tom Cotton (R-Ark) and Rep. Dan Crenshaw (R-Texas), would amend the FSIA to create a new exception for “damages caused by China’s dangerous handling of the COVID-19 outbreak.” In introducing the bill, Crenshaw said, “We need to hold the Chinese government accountable for their malicious lies and coverup that allowed the coronavirus to spread across the world. Simply put, their actions cost American lives and livelihoods.”
Lawsuits against China have already been filed by plaintiffs in Florida, Nevada and Texas. The Florida case, for example, involves claims of negligence, public nuisance and negligent infliction of emotional distress against several defendants, including China as a nation, China’s National Health Commission, Ministry of Emergency Management, the Government of Hubei Province, and the Government of Wuhan.
Unless this new bill or some other new legislation creates a new exception to the FSIA, cases like these are very likely to be dismissed for lack of jurisdiction. However, the potential for congressional action may serve as incentive enough for China to engage in settlement discussions that could result in substantial payments.
About Finney Law Firm, LLC
Founded in 2014, FLF has grown to 15 attorneys located in offices in Eastgate and downtown Cincinnati with five major practice areas: Corporate Law, Real Estate Law, Employment Law, Commercial Litigation and Public Interest and Constitutional Litigation. FLF has the unique claim to three 9-0 victories at the United States Supreme Court for its public interest practice along with breakthrough class action work.
FLF also has an affiliated title insurance company, Ivy Pointe Title, LLC, that closes and insures nearly a thousand commercial and residential real estate transactions annually.
For more information about Finney Law Firm, visit finneylawfirm.com.
Attorney Christopher P. Finney speaks with Bill Cunningham on WLW radio about the re-opening of Ohio Day Cares and the House Bill 6 ($1.3 billion nuclear power plant bailout) scandal.
In Part One of our Ohio Bankruptcy Basics series, we discussed Ohio Chapter 7 Bankruptcy, which can be read at this link. In Part Two of our series, we discussed Ohio Chapter 13 Bankruptcy which can be read at this link.
What is Chapter 11?
Chapter 11 is a reorganization of your debt. There are four types of Chapter 11 cases:
Typical Chapter 11 is filed for a business entity that exceeds the Small Business debt limit or individual Chapter 11 filing that exceeds Chapter 13 debt limits
Small business
The new Small Business Restructuring Act (enacted February 2020) small business filing
Single-asset real estate filing
This blog will focus on the typical individual and business filing variety.
Some reasons for filing a Chapter 11 may include the fact that the debtor is over the Chapter 13 debt limits and does not otherwise qualify to file a Chapter 7; the debtor may be an entity which would not be eligible to file a Chapter 13; or, there may some benefit the debtor may obtain in a Chapter 11 that they cannot get in a Chapter 13 or Chapter 7.
An involuntary bankruptcy can be filed by a debtor’s creditors in certain circumstances.
Filing the petition
A Chapter 11 case begins with filing the petition. The debtor in the case stands in a different position than in a Chapter 13 in that the debtor becomes a debtor in possession, meaning the debtor possesses and administers the assets of the case in a fiduciary capacity. While there is not typically involvement of a Chapter 11 trustee except in certain circumstances, the United States Trustee (“UST”) is heavily involved in the case and receives a fee based on disbursements to creditors. The role of the UST is to make certain that the debtor in possession is performing the required duties. The UST also nominates a creditor’s committee to assist in making sure the debtor in possession is perming its duties properly.
A debtor in possession is expected to close open accounts and transfer funds to new accounts when filing for Chapter 11. In addition, the debtor must procure insurance for the assets of the estate. The debtor in possession must also file monthly reports regarding assets, expenditures, and income. Creditors will tend to be very involved in the Chapter 11 process as compared to the typical Chapter 13.
There will be a meeting of creditors where the debtor in possession is required to lay out the broad strokes of the anticipated plan. This will inform the UST of how the debtor intends to treat the creditors in the Chapter 11 plan.
Disclosure Statement and Chapter 11 Plan
A debtor in possession may file a disclosure statement and Chapter 11 plan. There is no set deadline for filing the disclosure and plan; however, some local practices may vary. In the first 120 days after filing, only the debtor in possession may file a plan and disclosure. After this time, creditors may file a competing plan. This is called an exclusivity period. A hearing on the disclosure statement will be set and the debtor in possession gives notice to the creditors and serves the plan on the UST, SEC, and any creditors who request a copy.
The disclosure statement gives an extremely detailed view of how the debtor got where they are, how they will fund their plan, what will be done with assets, and how much will be paid to creditors and in what manner. It must provide adequate information to allow the creditors to vote on the plan. The plan will classify creditors based on being substantially similar. Debtor may treat similarly situated creditors differently but may not unfairly discriminate against other similarly situated creditors. The disclosure will include a liquidation analysis which tells the creditors, court, and UST what the creditors would likely get in a Chapter 7 liquidation case. The disclosure describes anticipated income and expenses, evaluates collateral, liens and provides appraisals on real and personal property. The disclosure statement is a method to garner support for the plan and encourage creditors to vote for confirmation of the plan by proving its feasibility.
In comparison, the plan is a condensed version of the disclosure statement advising all parties of what is being paid and in what manner with more formal legal terms.
Once the disclosure statement is accepted, the plan may be served on all creditors.
Some of the permissive provisions that may be part of the plan include spreading out the terms of repayment, and in many cases much longer than the five years allowed in Chapter 13 cases. Loans can be re-amortized at a lower interest rate, strip off liens, as well as cramdown property to its value (except for residential property that is debtor’s primary residence).
Voting and Confirmation
Once the disclosure statement is approved, the debtor may begin to solicit votes from creditors for the plan to be confirmed. The disclosure statement, plan and ballots are sent to the creditors along with a deadline to accept or reject the plan.
For a creditor to vote on the plan, their claim must be scheduled by the debtor or a proof of claim must be filed by the creditor. This same process applies to any equity security holder of debtor except that a proof of interest is filed by the holder.
The debtor in possession needs to have at least one accepting impaired class vote in favor of the plan to be confirmed. An impaired class is one that is not being paid pursuant to original contract terms. Only impaired classes may vote. Impaired classes do not include administrative claims or priority claims.
A class is deemed to have accepted the plan if more than half of the claimholders accept the plan and the accepting creditors make up at least two-thirds of the total claim dollar amount in that class.
A confirmation hearing will be held to determine if the plan will be confirmed. The court must determine if the plan was proposed in good faith, is feasible, and satisfies all other code requirements. The court will take up any objections to confirmation of the plan at the confirmation hearing.
Discharge, Administration and Final Decree
A discharge in chapter 11 operates very differently than in Chapter 7 and 13. Confirmation of the plan alters the relationship between creditors and debtor. It places debtor in the position of replacing the old contract obligations owed to creditors with new contract obligations. A discharge is generally received after confirmation unless the debtor is an individual. An individual debtor must complete payments before receiving a discharge. In addition, as is the case in Chapter 7, some debts under the code are non-dischargeable.
Modifications may be made to a plan after confirmation but must meet the guidelines under the bankruptcy code. The case must not be substantially consummated which means debtor has begun payments, transferred property under the plan.
Debtor must administer the case as well as provide reports to the court. Once the case has been fully administered, the debtor will request a final decree from the court.
Please look for the next blog four in our 4-part series on the new Subchapter V: Small Business Restructuring Act (“SBRA”) which will be published soon.
If you are struggling financially and would like more information about bankruptcy, please contact Susan Browning, 513.943.6650 at the Finney Law Firm for a FREE CONSULTATION.
The coronavirus has swept through Kentucky and Ohio just as it has the rest of the nation. As the number of confirmed COVID-19 cases has risen, along with the death toll, more people may be thinking about long-term medical care and how their assets will be distributed if they pass away. The quarantine period is perhaps a good time to get the right estate planning documents in place to express your wishes and instructions should something happen to you.
Get a living will in place — A living will, also known as an advance directive, lets you explain your wishes regarding life-prolonging measures to be taken in defined circumstances. You can also name a health care surrogate (in Kentucky) or health care power of attorney (in Ohio) who will make decisions for you if you cannot make them for yourself.
Create a power of attorney — Giving someone power of attorney allows that person to pay your bills and otherwise manage your financial affairs in case COVID-19 or any other health issue leaves you unable to do so.
Review beneficiaries — Certain assets, such as bank accounts, IRAs, 401ks and insurance proceeds, are distributed to named beneficiaries in set circumstances. It’s important to review the account documents to make sure the beneficiaries you’ve listed are still the ones you want to receive funds.
Create a will or trust — Wills are the foundation of most estate plans, making sure that your property passes to your intended beneficiaries. Trusts can be used to manage and transfer assets during your lifetime and after death.
Most estate planning attorneys, including ours, are currently working remotely to maintain social distancing and keep clients and staff safe. We can have discussions on a video conference or over the phone. Documents can be emailed or sent through a delivery service so you can review and sign them without having to come to an office. In addition, Kentucky and Ohio are both on the list of states that allow wills and trusts to be notarized remotely, using electronic instead of in-person signing and attestation.
About Finney Law Firm, LLC
Founded in 2014, FLF has grown to 15 attorneys located in offices in Eastgate and downtown Cincinnati with five major practice areas: Corporate Law, Real Estate Law, Employment Law, Commercial Litigation and Public Interest and Constitutional Litigation. FLF has the unique claim to three 9-0 victories at the United States Supreme Court for its public interest practice along with breakthrough class action work.
FLF also has an affiliated title insurance company, Ivy Pointe Title, LLC, that closes and insures nearly a thousand commercial and residential real estate transactions annually.
For more information about Finney Law Firm, visit finneylawfirm.com.
It’s really incredible, but today interest rates on a 30-year fixed-rate mortgage fell below 3.0% and 15-year amortization mortgages fell to 2.75% or less.
