dating making ru - Eg liquidating co

But entering bankruptcy posed a unique set of problems: Old GM sought to restructure and become profitable again, not to shut down; yet if Old GM lingered in bankruptcy too long, operating expenses would accumulate and consumer confidence in the GM brand could deteriorate, leaving Old GM no alternative but to liquidate and close once and for all. See, e.g., In re Lionel Corp., 722 F.2d 1063, 1066-70 (2d Cir. The usual Chapter 11 reorganization follows set procedures: the company entering bankruptcy (the “debtor”) files a reorganization plan disclosing to creditors how they will be treated, asks those creditors to vote to accept the plan, and then emerges from bankruptcy with its liabilities restructured along certain parameters. The Sale Agreement also imposed an “accordion feature” to ensure that GUC Trust would remain adequately funded in the event that the amount of unsecured claims grew too large. On March 29, 2011, the bankruptcy court confirmed this liquidation plan. 137, 151 (2009); see Millenium Seacarriers, 419 F.3d at 96 (“A bankruptcy court retains post-confirmation jurisdiction to interpret and enforce its own orders, particularly when disputes arise over a bankruptcy plan of reorganization.” (quoting Petrie Retail, 304 F.3d at 230)). The bankruptcy court first interpreted the “free and clear” provision that barred successor liability claims—a provision that was integral to resolving Old GM's bankruptcy—and then determined whether to enforce that provision Second, the Non-Ignition Switch Plaintiffs specify that the bankruptcy court lacked jurisdiction over independent claims. By making the argument that the bankruptcy court could not enjoin independent claims through the Sale Order, the Non-Ignition Switch Plaintiffs already assume that the bankruptcy court indeed has jurisdiction to interpret the Sale Order to determine whether it covers independent claims and to hear a motion to enforce in the first place. See Chateaugay I, 944 F.2d at 1003-04 (calling such a reading “absurd”). Indeed, by filing a motion to enforce, New GM in effect asked for the courts to interpret the Sale Order. In sum, the “free and clear” provision covers pre-closing accident claims and economic loss claims based on the ignition switch and other defects. On June 1, 2009, with these risks in mind, Old GM petitioned for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the Southern District of New York. Mechanics of the § 363 Sale The same day, Old GM filed a motion to sell itself to New GM (also dubbed “Vehicle Acquisition Holdings LLC” or “NGMCO, Inc.”), complete with a 103-page draft sale agreement and 30-page proposed sale order. The accordion feature provided that if “the Bankruptcy Court makes a finding that the estimated aggregate allowed general unsecured claims against [Old GM's] estates exceed [billion], then [New GM] will ․ issue 10,000,000 additional shares of Common Stock ․ to [Old GM].” J. GUC Trust made quarterly distributions of its assets thereafter. In those proceedings, bankruptcy courts retain comprehensive power to resolve claims and enter orders or judgments. A bankruptcy court's decision to interpret and enforce a prior sale order falls under this formulation of “arising in” jurisdiction. § 363(b), and the Code charges the bankruptcy court with carrying out its orders, see id. Even though the bankruptcy court ultimately did not enjoin independent claims, we address this argument because it implicates subject matter jurisdiction. The Sale Order, on its face, does not bar independent claims against New GM; instead, it broadly transfers assets to New GM “free and clear of liens, claims, encumbrances, and other interests ․, including rights or claims ․ based on any successor or transferee liability.” J. Third, the Non-Ignition Switch Plaintiffs argue that the bankruptcy court lacked power to issue a so-called successive injunction. But New GM was not seeking an injunction to stop plaintiffs from violating that prior injunction; New GM wanted the bankruptcy court to confirm that the Sale Order covered these plaintiffs. New GM argues that “modifying” the Sale Order would “knock the props out of the foundation on which the [Sale Order] was based” or otherwise be unlawful. It does not cover independent claims or Used Car Purchasers' claims. Procedural Due Process The Sale Order covers the pre-closing accident claims and economic loss claims based on the ignition switch and other defects.

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A defect in the ignition switch could prevent airbags from deploying. The bankruptcy court left open the question of whether Old GM knew of other defects. Proceedings “arising under title 11, or arising in a case under title 11,” are deemed “core proceedings.” Stern v.

A later congressional staff report, which followed four days of testimony by New GM CEO Mary Barra before committees of the House of Representatives and Senate, described what could happen by referring to an actual tragic accident caused by the defect: In October 2006, three teenagers were riding in a 2005 Chevrolet Cobalt when the driver lost control and the car careened off the side of the road. On June 1, 2015, the bankruptcy court entered judgment against all plaintiffs and issued an order certifying the judgment for direct appeal.

At the same time, the President provided Old GM with another $6 billion loan and sixty more days to revise its plan along certain parameters. Instead, under the plan, Old GM would establish GUC Trust, which would be administered by the Wilmington Trust Company. Accordingly, we agree that the bankruptcy court had jurisdiction to interpret and enforce the Sale Order. If the Sale Order did not cover certain claims, however, then those claims could not be enjoined by enforcing the Sale Order and due process concerns would not be implicated. They had no relation with Old GM prior to bankruptcy.

President Obama also reassured the public: But just in case there's still nagging doubts, let me say it as plainly as I can: If you buy a car from Chrysler or General Motors, you will be able to get your car serviced and repaired, just like always. In fact, it will be safer than it's ever been, because starting today, the United States Government will stand behind your warranty.7As the President stood behind the reliability of GM cars, pledging another $600 million to back all warranty coverage, bankruptcy remained a stark possibility. Bankruptcy The federal aid did not succeed in averting bankruptcy. In contrast in a § 363 sale of substantially all assets, the debtor does not truly “reorganize.” Instead, it sells its primary assets to a successor corporation, which immediately takes over the business. Once GUC Trust (and other like trusts) was established, Old GM would dissolve. We interpret the Sale Order de novo to determine what claims are barred. 2000); see also Petrie Retail, 304 F.3d at 229 (noting instance where enforcement first required interpretation of prior order). Applicable Law The Code allows the trustee or debtor-in-possession to “use, sell, or lease, other than in the ordinary course of business, property of the estate.” 11 U. Indeed, as of the bankruptcy petition there were an unknown number of unknown individuals who would one day purchase Old GM vehicles secondhand. Notice The bankruptcy court first concluded that plaintiffs were not provided notice as required by procedural due process.

We affirm, reverse, and vacate in part the bankruptcy court's decision to enforce the Sale Order against plaintiffs and vacate as advisory its decision on equitable mootness. Bailout In the final two quarters of 2007, as the American economy suffered a significant downturn, Old GM posted net losses of approximately $39 billion and $722 million. The company also purchased parts from over eleven thousand suppliers and marketed through roughly six thousand dealerships. Other than a few liabilities that New GM would assume as its own, this “free and clear” provision would act as a liability shield to prevent individuals with claims against Old GM from suing New GM. The sale notice specified that interested parties would have until June 19, 2009 to submit to the bankruptcy court responses and objections to the proposed sale order. On July 10, 2009, the § 363 sale officially closed, and New GM began operating the automaker business. GUC Trust thus asserts that there was no right to payment prior to the petition. The economic losses claimed by these individuals were “contingent” claims. By definition, independent claims are claims based on New GM's own post-closing wrongful conduct. Generally, legal claims are sufficient to constitute property such that a deprivation would trigger due process scrutiny.

General Motors Corp., Annual Report (Form 10-K) 245 (Mar. In 2008, it posted quarterly net losses of approximately .3 billion, .5 billion, .5 billion, and .6 billion. In a year and a half, Old GM had managed to hemorrhage over billion. Old GM employed roughly 240,000 workers and provided pensions to another 500,000 retirees. A disorderly collapse of Old GM would have far-reaching consequences. Where a trustee might otherwise be appointed to assert outside control of the debtor, id. Second, there would be New GM, a company owned predominantly by Treasury (over sixty percent). The proposed sale order provided that New GM would acquire Old GM assets “free and clear of all liens, claims, encumbrances, and other interests of any kind or nature whatsoever, including rights or claims based on any successor or transferee liability.” J. Once the sale closed, the “bankruptcy” would be done: New GM could immediately begin operating the GM business, free of Old GM's debts. The proposed sale would leave Old GM with some assets, including

General Motors Corp., Annual Report (Form 10-K) 245 (Mar. In 2008, it posted quarterly net losses of approximately $3.3 billion, $15.5 billion, $2.5 billion, and $9.6 billion. In a year and a half, Old GM had managed to hemorrhage over $70 billion. Old GM employed roughly 240,000 workers and provided pensions to another 500,000 retirees. A disorderly collapse of Old GM would have far-reaching consequences. Where a trustee might otherwise be appointed to assert outside control of the debtor, id. Second, there would be New GM, a company owned predominantly by Treasury (over sixty percent). The proposed sale order provided that New GM would acquire Old GM assets “free and clear of all liens, claims, encumbrances, and other interests of any kind or nature whatsoever, including rights or claims based on any successor or transferee liability.” J. Once the sale closed, the “bankruptcy” would be done: New GM could immediately begin operating the GM business, free of Old GM's debts. The proposed sale would leave Old GM with some assets, including $1.175 billion in cash, interests in the Saturn brand, and certain real and personal property. Thus, while New GM would quickly emerge from bankruptcy to operate the GM business, Old GM would remain in bankruptcy and undergo a traditional, lengthy liquidation process. Sale Order One day after Old GM filed its motion, on June 2, 2009, the bankruptcy court ordered Old GM to provide notice of the proposed sale order. The bankruptcy court proceeded to hear over 850 objections to the proposed sale order over the course of three days, between June 30 and July 2, 2009. As a matter of public perception, the GM bankruptcy was over—the company had exited bankruptcy in forty days. Liquidation of Old GMMeanwhile, Old GM remained in bankruptcy. Though the parties do not lay out the whole universe of possible independent claims, we can imagine that some claims involve misrepresentations by New GM as to the safety of Old GM cars. Through this proposed sale, Old GM was attempting not a traditional Chapter 11 reorganization, but a transaction pursuant to 11 U. The initial distribution released more than seventy-five percent of the New GM securities. See In re Millenium Seacarriers, Inc., 419 F.3d 83, 96 (2d Cir. At a minimum, a bankruptcy court's “arising in” jurisdiction includes claims that “are not based on any right expressly created by [T]itle 11, but nevertheless, would have no existence outside of the bankruptcy.” Id. An order consummating a debtor's sale of property would not exist but for the Code, see 11 U. § 105(a) (providing that bankruptcy court “may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title”). In certain parts of the Sale Order, the bankruptcy court had included language that successor liability claims would be “forever prohibited and enjoined.” J. In other words, New GM “did not seek a new injunction but, rather, ‘[sought] to enforce an injunction already in place.’ ” In re Kalikow, 602 F.3d 82, 93 (2d Cir. Accordingly, we affirm the bankruptcy court's decision not to enjoin independent claims, see MLC II, 529 B. at 568-70, and reverse its decision to enjoin the Used Car Purchasers' claims, see id. The Sale Order, if enforced, would thus bar those claims. On February 8, 2012, the bankruptcy court ordered that no further claims against Old GM and payable by GUC Trust would be allowed unless the claim amended a prior claim, was filed with GUC Trust's consent, or was deemed timely filed by the bankruptcy court. 2005).“[T]he meaning of the statutory language ‘arising in’ may not be entirely clear.” Baker v. Hence, a bankruptcy court “plainly ha[s] jurisdiction to interpret and enforce its own prior orders.” Travelers Indem. Plaintiffs contend on appeal that enforcing the Sale Order would violate procedural due process. Our clear error standard is a deferential one, and if the bankruptcy court's “ ‘account of the evidence is plausible in light of the record viewed in its entirety, the court of appeals may not reverse it even though convinced that had it been siting as the trier of fact, it would have weighed the evidence differently.’ ” Amadeo v. Volk, on the brief), Hagens Berman Sobol Shapiro LLP, Seattle, Washington, and Elizabeth J. This Court has not decided, however, “the difficult case of pre-petition conduct that has not yet resulted in detectable injury, much less the extreme case of pre-petition conduct that has not yet resulted in any tortious consequence to a victim.” Id. Chateaugay I considered a hypothetical bankrupt bridge building company, which could predict that out of the 10,000 bridges it built, one would one day fail, causing deaths and other injuries. Recognizing these claims would engender “enormous practical and perhaps constitutional problems.” Id. To summarize, a bankruptcy court may approve a § 363 sale “free and clear” of successor liability claims if those claims flow from the debtor's ownership of the sold assets. Courts ask “whether the state acted reasonably in selecting means likely to inform persons affected, not whether each property owner actually received notice.” Weigner v. C., Dallas Texas, for Appellants–Cross–Appellees Ignition Switch Plaintiffs. Flaxer, Golenbock Eiseman Assor Bell & Peskoe LLP, New York, New York, for Appellants Groman Plaintiffs. STEINBERG (Scott Davidson, on the brief), King & Spalding LLP, New York, New York, and Merritt E. During the financial crisis of 20, as access to credit tightened and consumer spending diminished, Old GM posted net losses of $70 billion over the course of a year and a half. When Old GM's private efforts failed, President Barack Obama announced to the nation a solution—“a quick, surgical bankruptcy.” Old GM petitioned for Chapter 11 bankruptcy protection, and only forty days later the new General Motors LLC (“New GM”) emerged. The bankruptcy court assumed that the Sale Order's broad language suggested that all of these claims fell within the scope of the “free and clear” provision. Throughout testing, which lasted until 2002, prototypes consistently failed to meet technical specifications. On May 27, 2015, the bankruptcy court clarified that the Non-Ignition Switch Plaintiffs would be bound by the judgment against the other plaintiffs, but would have seventeen days following entry of judgment to object. New GM argued below that successor liability claims against it should be enjoined, and the bankruptcy court concluded as a threshold mater that it had jurisdiction to enforce the Sale Order. See In re Petrie Retail, Inc., 304 F.3d 223, 228 (2d Cir. First, as to jurisdiction broadly, “[t]he jurisdiction of the bankruptcy courts, like that of other federal courts, is grounded in, and limited by, statute.” Celotex Corp.

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General Motors Corp., Annual Report (Form 10-K) 245 (Mar. In 2008, it posted quarterly net losses of approximately $3.3 billion, $15.5 billion, $2.5 billion, and $9.6 billion. In a year and a half, Old GM had managed to hemorrhage over $70 billion. Old GM employed roughly 240,000 workers and provided pensions to another 500,000 retirees. A disorderly collapse of Old GM would have far-reaching consequences. Where a trustee might otherwise be appointed to assert outside control of the debtor, id. Second, there would be New GM, a company owned predominantly by Treasury (over sixty percent). The proposed sale order provided that New GM would acquire Old GM assets “free and clear of all liens, claims, encumbrances, and other interests of any kind or nature whatsoever, including rights or claims based on any successor or transferee liability.” J. Once the sale closed, the “bankruptcy” would be done: New GM could immediately begin operating the GM business, free of Old GM's debts. The proposed sale would leave Old GM with some assets, including $1.175 billion in cash, interests in the Saturn brand, and certain real and personal property. Thus, while New GM would quickly emerge from bankruptcy to operate the GM business, Old GM would remain in bankruptcy and undergo a traditional, lengthy liquidation process. Sale Order One day after Old GM filed its motion, on June 2, 2009, the bankruptcy court ordered Old GM to provide notice of the proposed sale order. The bankruptcy court proceeded to hear over 850 objections to the proposed sale order over the course of three days, between June 30 and July 2, 2009. As a matter of public perception, the GM bankruptcy was over—the company had exited bankruptcy in forty days. Liquidation of Old GMMeanwhile, Old GM remained in bankruptcy. Though the parties do not lay out the whole universe of possible independent claims, we can imagine that some claims involve misrepresentations by New GM as to the safety of Old GM cars.

Through this proposed sale, Old GM was attempting not a traditional Chapter 11 reorganization, but a transaction pursuant to 11 U. The initial distribution released more than seventy-five percent of the New GM securities. See In re Millenium Seacarriers, Inc., 419 F.3d 83, 96 (2d Cir. At a minimum, a bankruptcy court's “arising in” jurisdiction includes claims that “are not based on any right expressly created by [T]itle 11, but nevertheless, would have no existence outside of the bankruptcy.” Id. An order consummating a debtor's sale of property would not exist but for the Code, see 11 U. § 105(a) (providing that bankruptcy court “may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title”). In certain parts of the Sale Order, the bankruptcy court had included language that successor liability claims would be “forever prohibited and enjoined.” J. In other words, New GM “did not seek a new injunction but, rather, ‘[sought] to enforce an injunction already in place.’ ” In re Kalikow, 602 F.3d 82, 93 (2d Cir. Accordingly, we affirm the bankruptcy court's decision not to enjoin independent claims, see MLC II, 529 B. at 568-70, and reverse its decision to enjoin the Used Car Purchasers' claims, see id. The Sale Order, if enforced, would thus bar those claims.

On February 8, 2012, the bankruptcy court ordered that no further claims against Old GM and payable by GUC Trust would be allowed unless the claim amended a prior claim, was filed with GUC Trust's consent, or was deemed timely filed by the bankruptcy court. 2005).“[T]he meaning of the statutory language ‘arising in’ may not be entirely clear.” Baker v. Hence, a bankruptcy court “plainly ha[s] jurisdiction to interpret and enforce its own prior orders.” Travelers Indem. Plaintiffs contend on appeal that enforcing the Sale Order would violate procedural due process. Our clear error standard is a deferential one, and if the bankruptcy court's “ ‘account of the evidence is plausible in light of the record viewed in its entirety, the court of appeals may not reverse it even though convinced that had it been siting as the trier of fact, it would have weighed the evidence differently.’ ” Amadeo v.

Volk, on the brief), Hagens Berman Sobol Shapiro LLP, Seattle, Washington, and Elizabeth J. This Court has not decided, however, “the difficult case of pre-petition conduct that has not yet resulted in detectable injury, much less the extreme case of pre-petition conduct that has not yet resulted in any tortious consequence to a victim.” Id. Chateaugay I considered a hypothetical bankrupt bridge building company, which could predict that out of the 10,000 bridges it built, one would one day fail, causing deaths and other injuries. Recognizing these claims would engender “enormous practical and perhaps constitutional problems.” Id. To summarize, a bankruptcy court may approve a § 363 sale “free and clear” of successor liability claims if those claims flow from the debtor's ownership of the sold assets. Courts ask “whether the state acted reasonably in selecting means likely to inform persons affected, not whether each property owner actually received notice.” Weigner v.

C., Dallas Texas, for Appellants–Cross–Appellees Ignition Switch Plaintiffs. Flaxer, Golenbock Eiseman Assor Bell & Peskoe LLP, New York, New York, for Appellants Groman Plaintiffs. STEINBERG (Scott Davidson, on the brief), King & Spalding LLP, New York, New York, and Merritt E. During the financial crisis of 20, as access to credit tightened and consumer spending diminished, Old GM posted net losses of $70 billion over the course of a year and a half. When Old GM's private efforts failed, President Barack Obama announced to the nation a solution—“a quick, surgical bankruptcy.” Old GM petitioned for Chapter 11 bankruptcy protection, and only forty days later the new General Motors LLC (“New GM”) emerged. The bankruptcy court assumed that the Sale Order's broad language suggested that all of these claims fell within the scope of the “free and clear” provision.

Throughout testing, which lasted until 2002, prototypes consistently failed to meet technical specifications. On May 27, 2015, the bankruptcy court clarified that the Non-Ignition Switch Plaintiffs would be bound by the judgment against the other plaintiffs, but would have seventeen days following entry of judgment to object. New GM argued below that successor liability claims against it should be enjoined, and the bankruptcy court concluded as a threshold mater that it had jurisdiction to enforce the Sale Order. See In re Petrie Retail, Inc., 304 F.3d 223, 228 (2d Cir. First, as to jurisdiction broadly, “[t]he jurisdiction of the bankruptcy courts, like that of other federal courts, is grounded in, and limited by, statute.” Celotex Corp.

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General Motors Corp., Annual Report (Form 10-K) 245 (Mar. In 2008, it posted quarterly net losses of approximately $3.3 billion, $15.5 billion, $2.5 billion, and $9.6 billion. In a year and a half, Old GM had managed to hemorrhage over $70 billion. Old GM employed roughly 240,000 workers and provided pensions to another 500,000 retirees. A disorderly collapse of Old GM would have far-reaching consequences. Where a trustee might otherwise be appointed to assert outside control of the debtor, id. Second, there would be New GM, a company owned predominantly by Treasury (over sixty percent). The proposed sale order provided that New GM would acquire Old GM assets “free and clear of all liens, claims, encumbrances, and other interests of any kind or nature whatsoever, including rights or claims based on any successor or transferee liability.” J. Once the sale closed, the “bankruptcy” would be done: New GM could immediately begin operating the GM business, free of Old GM's debts. The proposed sale would leave Old GM with some assets, including $1.175 billion in cash, interests in the Saturn brand, and certain real and personal property. Thus, while New GM would quickly emerge from bankruptcy to operate the GM business, Old GM would remain in bankruptcy and undergo a traditional, lengthy liquidation process. Sale Order One day after Old GM filed its motion, on June 2, 2009, the bankruptcy court ordered Old GM to provide notice of the proposed sale order. The bankruptcy court proceeded to hear over 850 objections to the proposed sale order over the course of three days, between June 30 and July 2, 2009. As a matter of public perception, the GM bankruptcy was over—the company had exited bankruptcy in forty days. Liquidation of Old GMMeanwhile, Old GM remained in bankruptcy. Though the parties do not lay out the whole universe of possible independent claims, we can imagine that some claims involve misrepresentations by New GM as to the safety of Old GM cars.

Through this proposed sale, Old GM was attempting not a traditional Chapter 11 reorganization, but a transaction pursuant to 11 U. The initial distribution released more than seventy-five percent of the New GM securities. See In re Millenium Seacarriers, Inc., 419 F.3d 83, 96 (2d Cir. At a minimum, a bankruptcy court's “arising in” jurisdiction includes claims that “are not based on any right expressly created by [T]itle 11, but nevertheless, would have no existence outside of the bankruptcy.” Id. An order consummating a debtor's sale of property would not exist but for the Code, see 11 U. § 105(a) (providing that bankruptcy court “may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title”). In certain parts of the Sale Order, the bankruptcy court had included language that successor liability claims would be “forever prohibited and enjoined.” J. In other words, New GM “did not seek a new injunction but, rather, ‘[sought] to enforce an injunction already in place.’ ” In re Kalikow, 602 F.3d 82, 93 (2d Cir. Accordingly, we affirm the bankruptcy court's decision not to enjoin independent claims, see MLC II, 529 B. at 568-70, and reverse its decision to enjoin the Used Car Purchasers' claims, see id. The Sale Order, if enforced, would thus bar those claims.

On February 8, 2012, the bankruptcy court ordered that no further claims against Old GM and payable by GUC Trust would be allowed unless the claim amended a prior claim, was filed with GUC Trust's consent, or was deemed timely filed by the bankruptcy court. 2005).“[T]he meaning of the statutory language ‘arising in’ may not be entirely clear.” Baker v. Hence, a bankruptcy court “plainly ha[s] jurisdiction to interpret and enforce its own prior orders.” Travelers Indem. Plaintiffs contend on appeal that enforcing the Sale Order would violate procedural due process. Our clear error standard is a deferential one, and if the bankruptcy court's “ ‘account of the evidence is plausible in light of the record viewed in its entirety, the court of appeals may not reverse it even though convinced that had it been siting as the trier of fact, it would have weighed the evidence differently.’ ” Amadeo v.

Volk, on the brief), Hagens Berman Sobol Shapiro LLP, Seattle, Washington, and Elizabeth J. This Court has not decided, however, “the difficult case of pre-petition conduct that has not yet resulted in detectable injury, much less the extreme case of pre-petition conduct that has not yet resulted in any tortious consequence to a victim.” Id. Chateaugay I considered a hypothetical bankrupt bridge building company, which could predict that out of the 10,000 bridges it built, one would one day fail, causing deaths and other injuries. Recognizing these claims would engender “enormous practical and perhaps constitutional problems.” Id. To summarize, a bankruptcy court may approve a § 363 sale “free and clear” of successor liability claims if those claims flow from the debtor's ownership of the sold assets. Courts ask “whether the state acted reasonably in selecting means likely to inform persons affected, not whether each property owner actually received notice.” Weigner v.

.175 billion in cash, interests in the Saturn brand, and certain real and personal property. Thus, while New GM would quickly emerge from bankruptcy to operate the GM business, Old GM would remain in bankruptcy and undergo a traditional, lengthy liquidation process. Sale Order One day after Old GM filed its motion, on June 2, 2009, the bankruptcy court ordered Old GM to provide notice of the proposed sale order. The bankruptcy court proceeded to hear over 850 objections to the proposed sale order over the course of three days, between June 30 and July 2, 2009. As a matter of public perception, the GM bankruptcy was over—the company had exited bankruptcy in forty days. Liquidation of Old GMMeanwhile, Old GM remained in bankruptcy. Though the parties do not lay out the whole universe of possible independent claims, we can imagine that some claims involve misrepresentations by New GM as to the safety of Old GM cars.

Through this proposed sale, Old GM was attempting not a traditional Chapter 11 reorganization, but a transaction pursuant to 11 U. The initial distribution released more than seventy-five percent of the New GM securities. See In re Millenium Seacarriers, Inc., 419 F.3d 83, 96 (2d Cir. At a minimum, a bankruptcy court's “arising in” jurisdiction includes claims that “are not based on any right expressly created by [T]itle 11, but nevertheless, would have no existence outside of the bankruptcy.” Id. An order consummating a debtor's sale of property would not exist but for the Code, see 11 U. § 105(a) (providing that bankruptcy court “may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title”). In certain parts of the Sale Order, the bankruptcy court had included language that successor liability claims would be “forever prohibited and enjoined.” J. In other words, New GM “did not seek a new injunction but, rather, ‘[sought] to enforce an injunction already in place.’ ” In re Kalikow, 602 F.3d 82, 93 (2d Cir. Accordingly, we affirm the bankruptcy court's decision not to enjoin independent claims, see MLC II, 529 B. at 568-70, and reverse its decision to enjoin the Used Car Purchasers' claims, see id. The Sale Order, if enforced, would thus bar those claims.

On February 8, 2012, the bankruptcy court ordered that no further claims against Old GM and payable by GUC Trust would be allowed unless the claim amended a prior claim, was filed with GUC Trust's consent, or was deemed timely filed by the bankruptcy court. 2005).“[T]he meaning of the statutory language ‘arising in’ may not be entirely clear.” Baker v. Hence, a bankruptcy court “plainly ha[s] jurisdiction to interpret and enforce its own prior orders.” Travelers Indem. Plaintiffs contend on appeal that enforcing the Sale Order would violate procedural due process. Our clear error standard is a deferential one, and if the bankruptcy court's “ ‘account of the evidence is plausible in light of the record viewed in its entirety, the court of appeals may not reverse it even though convinced that had it been siting as the trier of fact, it would have weighed the evidence differently.’ ” Amadeo v.

Volk, on the brief), Hagens Berman Sobol Shapiro LLP, Seattle, Washington, and Elizabeth J. This Court has not decided, however, “the difficult case of pre-petition conduct that has not yet resulted in detectable injury, much less the extreme case of pre-petition conduct that has not yet resulted in any tortious consequence to a victim.” Id. Chateaugay I considered a hypothetical bankrupt bridge building company, which could predict that out of the 10,000 bridges it built, one would one day fail, causing deaths and other injuries. Recognizing these claims would engender “enormous practical and perhaps constitutional problems.” Id. To summarize, a bankruptcy court may approve a § 363 sale “free and clear” of successor liability claims if those claims flow from the debtor's ownership of the sold assets. Courts ask “whether the state acted reasonably in selecting means likely to inform persons affected, not whether each property owner actually received notice.” Weigner v.

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