郭文贵破产案 · TRANSCRIPT · ECF #3589

元数据

当事人: 郭文贵 (Guo Wengui / Miles Guo / Ho Wan Kwok)
法院: CTB
案号: 22-50073
ECF #: 3589
类型: TRANSCRIPT
立案日: 2024-09-30

原始法庭文件为英文，下方为英文全文。

全文

1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 UNITED STATES BANKRUPTCY COURT DISTRICT OF CONNECTICUT BRIDGEPORT DIVISION IN RE: . Chapter 11 . Case No. 22-50073 (JAM) HO WAN KWOK, *et al., .* . (Jointly Administered) . . Debtors. . Courtroom 123 . Brien McMahon Federal Building . 915 Lafayette Boulevard . Bridgeport, Connecticut 06604 . . Tuesday, September 24, 2024 . . . . . . . . . . . . . . . 1:29 p.m. TRANSCRIPT OF HEARING BEFORE THE HONORABLE JULIE A. MANNING UNITED STATES BANKRUPTCY JUDGE APPEARANCES: For the Chapter 11 Trustee: Patrick Linsey, Esquire NEUBERT PEPE & MONTEITH, P.C. 195 Church Street 13th Floor New Haven, Connecticut 06510 -and- Luc A. Despins, Esquire PAUL HASTINGS, LLP 200 Park Avenue New York, New York 10166 Audio Operator: Electronically recorded Transcription Company: Reliable The Nemours Building 1007 N. Orange Street, Suite 110 Wilmington, Delaware 19801 Telephone: (302)654-8080 Email: gmatthews@reliable-co.com Proceedings recorded by electronic sound recording, transcript produced by transcription service. Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 1 of 63

Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 2 of 63

2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 APPEARANCES: For Anthem Health Choice Assurance, Anthem Health Plans, Inc., Sedgwick Realty Corp., Direct Persuasion, and Federal Express Corp.: Eric S. Goldstein, Esquire SHIPMAN & GOODWIN, LLP One Constitution Plaza Hartford, Connecticut 06103 For Federal Express Corporation: Michael A. Siedband, Esquire FEDERAL EXPRESS CORPORATION 3620 Hacks Cross Road Building 2, 3rd Floor Memphis, Tennessee 38125 For Amazon Web Services, Inc., and Amazon.com, Inc.: Brian T. Peterson, Esquire K&L GATES, LLP 925 Fourth Avenue Suite 2900 Seattle, Washington 98104 For G Club Operations, LLC and G Club International, LLC: Jeffrey M. Sklarz, Esquire GREEN & SKLARZ, LLC One Audubon Street 3rd Floor New Haven, Connecticut 06511 For American Express Company, Inc.: Darryl S. Laddin, Esquire ARNALL GOLDEN GREGORY, LLP 171 17th Street, NW Suite 2100 Atlanta, Georgia 30363 For ARI Americas, Inc.: Michael T. Conway, Esquire LAZARE POTTER GIACOVAS & MOYLE, LLP 747 3rd Avenue 16th Floor New York, New York 10017

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| | | 3 | |---|---------------------------------------------|---------------------------------------------------------------------------| | 1 | APPEARANCES (CONTINUED): | | | 2 | For 3 Columbus Circle, Baron Yachts, and | | | 3 | ModSquad, Inc.: | Matthew A. Pesce, Esquire MURTHA CULLINA, LLP | | 4 | | 107 Elm Street 11th Floor | | 5 | | Stamford, Connecticut 06902 | | 6 | For Avoidance Action | | | 7 | Defendants: | Anthony J. Proscia, Esquire KAUFMAN DOLOWICH, LLP 40 Exchange Place | | 8 | | 20th Floor New York, New York 10005 | | 9 | | |

For Mark Gunderson: David J. Kozlowski, Esquire MORRISON COHEN, LLP 909 Third Avenue New York, New York 10022

For Cirrus Design

13 14 15 16 17 18 For Mei Guo, Hudson Diamond Holding, Hudson Diamond New York, Leading Shine NY, Gypsy Mei Food Services, LLC, and Zeisler & Zeisler: Stephen M. Kindseth, Esquire ZEISLER & ZEISLER, P.C. 10 Middle Street 15th Floor Bridgeport, Connecticut 06604

Corporation: Richard J. Bernard, Esquire FAEGRE DRINKER BIDDLE & REATH, LLP 1177 Avenue of the Americas 41st Floor New York, New York 10036

22 23 24 25 For Ohtzar Shlomo Solomon Treasure: Jeffrey Hellman, Esquire LAW OFFICES OF JEFFREY HELLMAN, LLC 195 Church Street 10th Floor New Haven, Connecticut 06510

4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 APPEARANCES (CONTINUED): For Jamestown Associates and Target Enterprises: Kara Anne Zarchin, Esquire CUMMINGS & LOCKWOOD, LLC 6 Landmark Square Stamford, Connecticut 06901 For 270 West 39th Street, LLC: Robert N. Sensale, Esquire BERSHTEIN, VOLPE & MCKEON, P.C. 900 Chapel Street 11th Floor New Haven, Connecticut 06510 For Clayman Rosenberg Kirshner & Linder, LLP: Matthew D. Valauri, Esquire WILSON ELSER MOSKOWITZ EDELMAN & DICKER, LLP 1010 Washington Boulevard Stamford, Connecticut 06901 For Agora Lab, Inc.: Benjamin O. Gilbert, Esquire SHEPPARD, MULLIN, RICHTER & HAMPTON, LLP 30 Rockefeller Plaza New York, New York 10112 For Morvillo Abramowitz Grand Iason & Anello, P.C.: Rowena A. Moffett, Esquire BRENNER, SALTZMAN & WALLMAN, LLP 271 Whitney Avenue New Haven, Connecticut 06511 For Greenwich Land, LLC and Hing Chi Ngok: Christopher J. Major, Esquire MEISTER SEELIG & FEIN, LLP Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 4 of 63

125 Park Avenue

New York, New York 10017

7th Floor

21 22 23

| age | C | ol | 0 CL | |-----|---|----|---------| | | | | |

| | | |--------|--------------------------| | 1 | APPEARANCES (CONTINUED): | | 2 | For B&H Foto & | 3 | Electronics, Corp.: | 4 | | 5 | | 6 | | 7 | | 8 9 | | 10 | | | 11 | | | 12 | | | 13 | | | 14 | | | 15 | | | 16 | | | 17 | | | 18 | | | 19 | | | 20 | | | 21 | | | 22 | | | 23 | | | 24 | | | 25 | | | | | | | | | | | | 5 | -----------------------------------------------------------------------|---| | | | | | | Tracy Ellis Williams SHIPMAN & GOODWIN, LLP 300 Atlantic Street | | | 3rd Floor Stamford, Connecticut 06901 | | | -and- | | | Scott M. Kessler, Esquire | | | AKERMAN, LLP 1251 Avenue of the Americas | | | 37th Floor New York, New York 10020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Case 22-50073 | | Doc 3589 | Filed 09/30/24 | Entered 09/30/24 08:30:09 | Page 6 of 63 | | |---------------|----------|----------|--------------------------------|----------------------------------------------|--------------|------| | | | | | | | 6 | | 1 | | | | INDEX | | | | 2 | MOTIONS: | | | | | PAGE | | 3 | Matter | | | | | | | 4 | No. 3532 | | | Order Granting Request for Status Conference | | 7 | | 5 | | | Court's Ruling: | | | -- | | 6 | | | | | | | | 7 | | | Transcriptionist's Certificate | | | 63 | | 8 | | | | | | | | 9 | | | | | | | | 10 | | | | | | | | 11 | | | | | | | | 12 | | | | | | | | 13 | | | | | | | | 14 | | | | | | | | 15 | | | | | | | | 16 | | | | | | | | 17 | | | | | | | | 18 | | | | | | | | 19 | | | | | | | | 20 | | | | | | | | 21 | | | | | | | | 22 | | | | | | | | 23 | | | | | | | | 24 | | | | | | | | 25 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 (Proceedings commenced at 1:29 p.m.) THE CLERK: 22-50073, Ho Wan Kwok. THE COURT: Good afternoon. If we could have appearances for the record, are starting with the Chapter 11 Trustee, these. MR. DESPINS: Good afternoon, Your Honor. Luc Despins, Chapter 11 Trustee. MR. LINSEY: Good afternoon, Your Honor. Patrick Linsey of Neubert Pepe & Monteith, counsel for the trustee. MR. GOLDSTEIN: Good afternoon, Your Honor. Eric Goldstein, on behalf of Anthem Health Choice Assurance, Anthem Health Plans, Inc., Sedgwick Realty Corporation, Federal Express Corporation, and Direct Persuasion, LLC. To my right is Michael Siedband, who is in-house counsel for FedEx Corporation. MR. SIEDBAND: Good morning, Your Honor. THE COURT: Good afternoon. MR. PETERSON: Good morning, Your Honor. Brian Peterson of K&L Gates, on behalf of Amazon Web Services, Inc., and Amazon.com, Inc. THE COURT: Good afternoon. MR. SKLARZ: Good afternoon, Your Honor. Jeffrey Sklarz. I represent approximately 21 individual clients. Do you want me to state -- identify them all or - it's identified on the docket. Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 7 of 63

8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 THE COURT: I think for right now we're fine and then we'll go from there. How's that? MR. SKLARZ: Thank you, Your Honor. THE COURT: Okay. Thank you. MR. LADDIN: Good afternoon, Your Honor. Darryl Laddin of Arnall Golden Gregory on behalf of American Express Company. Mr. Ron Chorches, our Connecticut counsel, couldn't be here today. I appreciate the Court admitting me *pro hac vice*. THE COURT: Good afternoon. Welcome. MR. CONWAY: Good afternoon, Your Honor. Michael Conway, Lazare Potter Giacovas & Moyle, here today for Ari America's, Inc. I think that's the only one that's going to be involved on this dance card. THE COURT: Good afternoon. MR. PESCE: Good afternoon, Your Honor. Matthew Pesce, Murtha Cullina, on behalf of 3 Columbus Circle, Baron Yachts, and ModSquad, Inc. THE COURT: Good afternoon. MR. PROSCIA: Good afternoon, Your Honor. Anthony Proscia from Kaufman Dolowich, LLP, on behalf of four of the avoidance action Defendants. THE COURT: Good afternoon. May I stop you for a moment? Attorney Sklarz and Attorney that you just noted your appearance, I think what Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 8 of 63

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| | 9 | | | |----|----------------------------------------------------------------|--|--| | 1 | I'd have you do at the end, not during the hearing, but if | | | | 2 | you would reach out to the Clerk's Office appeared just | | | | 3 | provide them a list -- | | | | 4 | You have a list already? | | | | 5 | THE CLERK: We have a list, Your Honor. | | | | 6 | THE COURT: -- of whom -- because, for the record, | | | | 7 | and if anybody -- if any party wants a transcript, we have to | | | | 8 | list all the people. So, you don't have to do it right now; | | | | 9 | we can do it later. But anybody that is here that's | | | | 10 | representing more than one Defendant that doesn't note that | | | | 11 | for the record, I think we should proceed that way so that | | | | 12 | the record is accurate. | | | | 13 | THE CLERK: Understood, Your Honor. | | | | 14 | THE COURT: Thank you. | | | | 15 | Go ahead, Counsel. Sorry. | | | | 16 | MR. KOZLOWSKI: Good afternoon, Your Honor. David | | | | 17 | Kozlowski with Morrison Cohen, representing Mark Gunderson, a | | | | 18 | Defendant in an adversary proceeding. | | | | 19 | THE COURT: Good afternoon. | | | | 20 | MR. KINDSETH: Good afternoon, Your Honor. | | | | 21 | Stephen Kindseth, Zeisler & Zeisler, for Mei Guo, Hudson | | | | 22 | Diamond Holding, Hudson Diamond New York, Leading Shine New | | | | 23 | York, Gypsy Mei Food Services, and Zeisler & Zeisler. | | | | 24 | THE COURT: Good afternoon. | | | | 25 | MR. BERNARD: Good afternoon, Your Honor. Richard | | |

10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Bernard, Faegre Drinker, on behalf of Cirrus Design Corporation. THE COURT: Good afternoon. MR. HELLMAN: Good afternoon, Your Honor. Jeffrey Hellman, on behalf of Ohtzar Shlomo Solomon Treasure. THE COURT: Good afternoon. MS. ZARCHIN: Good afternoon, Your Honor. Kara Zarchin from Cummings & Lockwood, on behalf of Jamestown Associates and Target Enterprises. THE COURT: Good afternoon. MR. SENSALE: Good afternoon, Your Honor. Robert Sensale for 270 West 39th Street LLC. THE COURT: Good afternoon. MR. VALAURI: Good afternoon, Your Honor. Matthew Valauri with Wilson Elser for Clayman Rosenberg Kirshner & Linder, a Defendant in an adversary proceeding. THE CLERK: I'm sorry, I didn't get your last name. MR. VALAURI: Oh, sorry. THE COURT: Could you just spell it for the record. MR. VALAURI: Sure. V, as in Victor, a-l-a-u-r-i. THE COURT: Thank you. MR. GILBERT: Good afternoon. Benjamin Gilbert of Sheppard, Mullin, Richter & Hampton, LLP, on behalf of Agor Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 10 of 63

11 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Lab, Inc. THE COURT: Good afternoon. MS. MOFFETT: Good afternoon, Your Honor. Rowena Moffett from Brenner Saltzman & Wallman. My client is Morvillo Abramowitz Grand Iason & Anello P.C. THE COURT: Thank you and welcome. MS. MOFFETT: Thank you. THE COURT: Thank you. MS. WILLIAMS: Good morning or good afternoon. Tracy Williams of Shipman & Goodwin. I'm appearing today for B&H Foto & Electronics. I'm here today with Scott Kessler of Akerman, LLP, who also has a *pro hac vice* application pending. THE COURT: And when was that -- are you Attorney Akerman. MR. KESSLER: Yes. THE COURT: When was that filed? MS. WILLIAMS: It was filed September, I think it was the 19th. THE COURT: That was Friday, right? I'm sorry, we probably haven't gotten to it yet, but we'll try to get to that today or tomorrow, probably, okay. Thank you. But you're welcome to be here, obviously. MS. WILLIAMS: Thank you, Your Honor. MR. KESSLER: Thank you, Your Honor. Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 11 of 63

12 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 THE COURT: Thank you. MR. MAJOR: Good afternoon, Your Honor. Chris Major, Meister Seelig & Fein, representing Hing Chi Ngok and potentially Greenwich Land, depending on how things shake out. THE COURT: Good afternoon. All right. We -- has everyone noted their appearance who wishes to do so? Apparently, that is the case. This is a status conference that was set upon request of a joint motion of several parties who are Defendants in mediation, in adversary proceedings that have been referred to mediation. The hearing was, for the status conference, was scheduled to begin at 1:00 p.m., but I understand the parties wanted some time to talk. So, is there anything that the parties want to report on? MR. DESPINS: Yes, Your Honor. If I may approach for two seconds before I turn over the podium to Mr. Goldstein? THE COURT: Yes. MR. DESPINS: For the record, Your Honor, Luc Despins, Chapter 11 Trustee. I will turn over the podium to Mr. Goldstein in two minutes, but just to mention that, obviously, we had a Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 12 of 63

1 2 3 4 5 6 deadline on February 15th to file all these actions and we did file them. And right away, we understood that they could be, these actions could be a tremendous burden on the Court and we wanted to try to manage that and minimize that, to the extent possible. That's why we proposed a mediation process, which is ongoing.

7 8 9 10 11 However, we don't have, I would say, global, positive results in the mediation. We are presenting, from time to time, settlements for the Court. There are some settlements, but it would be misleading to tell the Court that we have an acceptance by a huge number of Defendants.

12 13 14 15 16 17 18 19 20 And in that context, the Defendants requested the status conference to explore the issue of briefing on a common basis, coordinated basis, efficient basis, some key issues that they believe are key to the case, to these cases, the adversary proceedings. And I'm happy to report that after, I wouldn't say too much back-and-forth, but after some back-and-forth between the parties, that there's, there appears to be a consensus on how to present this to the Court.

21 22 23 24 25 And, obviously, it's Your Honor's prerogative to agree or not agree with this, but I'm happy to report that there's been a lot of progress made. And on that note, unless you have questions, I will turn over the podium to Mr. Goldstein, who will describe the terms of this proposed

| | 14 | |----|---------------------------------------------------------------| | 1 | agreement. | | 2 | THE COURT: The only question I would have, at | | 3 | this point, of you, which I may be more, is whatever this | | 4 | consensus is, which I'm happy to hear about, and assuming | | 5 | that it's acceptable, is that going to be somehow -- that | | 6 | will have to be somehow put together in some form of order, | | 7 | because it would be managed the existing mediation | | 8 | procedures, I presume? | | 9 | MR. DESPINS: Yes, Your Honor. | | 10 | So the idea is that because we came to terms just | | 11 | a few minutes ago, the final terms, we hope a proposed | | 12 | stipulation will be submitted to the Court tomorrow, but the | | 13 | idea is that Mr. Goldstein will describe in a lot of details, | | 14 | the terms of that stipulation today. | | 15 | THE COURT: Okay. Thank you. | | 16 | MR. DESPINS: Thank you, Your Honor. | | 17 | Attorney Goldstein? | | 18 | MR. GOLDSTEIN: Thank you, Your Honor. | | 19 | I'm going to use this podium, because trying to | | 20 | see my computer from down there is going to be a challenge. | | 21 | So, as Your Honor noted, this was brought by | | 22 | about 24 Defendants in a number of the adversary proceedings | | 23 | that are engaged in the mediation. One of the challenges | | 24 | that we had with it, there were very similar claims pending | | 25 | before this Court which were coming up for hearings on |

| 1 | dispositive motion practice, some as soon as October 1. So, | |----|-----------------------------------------------------------------| | 2 | the purpose of the request for a status conference was a way | | 3 | for us to, in a group way, to put forward a consolidated | | 4 | briefing process to allow our clients to be heard, | | 5 | contemporaneous with these others, and in an efficient manner | | 6 | to have some discrete legal issues decided, which would help | | 7 | the cases. | | 8 | And so, as I mentioned, there were 24 Defendants | | 9 | that signed on to the request for the status conference. | | 10 | Since then, there are four other adversary Defendants that | | 11 | are going to participate in this process, which includes | | 12 | both, American Express, the two Amazon entities, and then | | 13 | another Defendant, Flat Rate Movers. So, we're up to a total | | 14 | of 28. | | 15 | THE COURT: The last four that you mentioned, and | | 16 | I have no idea sitting here, obviously, are those people in | | 17 | this courtroom? | | 18 | MR. GOLDSTEIN: Yes. | | 19 | THE COURT: Okay. And they announced their | | 20 | appearances? | | 21 | MR. GOLDSTEIN: Yes, with the exception of the | | 22 | Flat Rate Movers; they're represented by the law firm, Norris | | 23 | McLaughlin. They happened to call me yesterday and said | | 24 | they'd like to participate, but were unable to be here today. | | 25 | So I said, I will let the Court know that you | | | |

16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 would like to participate, but that you could not be here today -- THE COURT: Okay. Thank you. MR. GOLDSTEIN: -- and I've done that. So, Your Honor, let me explain what we've discussed with the trustee and the trustee's counsel. We discussed that the joint Defendants, in this procedure, would file one memorandum and it would be addressed to a motion to dismiss or a motion for judgment on the pleadings for a handful of them that have already answered. But it will be one brief that will cover, by all of us, which would cover a discrete set of legal issues, which I will go through in a second. In addition, each joint Defendant, to the extent they want to put forward any additional legal argument on those same five discrete legal issues, can have a supplemental brief of up to 7 pages. Frankly, I don't know how many of the joint Defendants would take advantage of that, but it could be that a number of them do. THE COURT: If they're allowed to. MR. GOLDSTEIN: If they're allowed to. All the other bases for any kind of motion to dismiss or motion for a judgment on the pleadings, would be reserved for another day, with the idea, here in discussions with the trustee, was to just get to the common legal issues Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 16 of 63

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 that cut across all of these adversary proceedings. And we also discussed with trustee's counsel that the briefing would not involve a number of partially stayed matters, which I think largely relate to entities formed in BVI and I think Puerto Rico. They'll correct me if I have any of that wrong, but -- THE COURT: So the Defendants on Exhibit 3-B? MR. GOLDSTEIN: Yes, I believe that is the right exhibit. THE COURT: That is the right exhibit, I'm almost sure. MR. GOLDSTEIN: Okay. Just those that are partially stayed, those claims will remain stayed and so those will kind of sit to the side. And so, the briefing will have to do with anything other than that. I think what makes the most sense is to, and to help Your Honor kind of consider this, we just talk a little bit about the common legal issues that we talked about amongst ourselves. THE COURT: And I'm happy to hear that. I want to start by saying you're saying there's five; is that correct? MR. GOLDSTEIN: Correct. THE COURT: And this is the position of the joint Defendants, that there are five legal issues? MR. GOLDSTEIN: Correct.

18 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 THE COURT: And then the trustee is saying, okay, go ahead and brief those five issues -- MR. GOLDSTEIN: Correct. THE COURT: -- and then the trustee is going to respond? MR. GOLDSTEIN: Correct. THE COURT: Okay. And so, I am not inclined to allow anyone to raise anything, other than these five legal issues, if I even go down this path, because the papers, as submitted, talk about issues that, these are motions to dismiss. The standard on a motion to dismiss is that I have to accept the allegations, as well-pled. I'm not going to be spending a lot of time having people argue about factual issues. If they're not truly legal issues, then I'm not going to entertain them, okay, and I just want to be very clear about that from the start. I understand people have concerns and want those issues to be addressed, but these are adversary proceedings in which people are Defendants and you have rights and processes under the Federal Rules of Civil Procedure. So I would like to hear what these five legal issues are and then I'll hear what else the trustee may have to say or someone else may have to say. But the argument that someone else can then submit a supplemental brief on some other discrete issue, I don't Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 18 of 63

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| 1 | think that's going to work, if this process is going to go | |----|----------------------------------------------------------------| | 2 | forward. So I just wanted you to know that at this point. | | 3 | MR. GOLDSTEIN: Thank you, Your Honor. | | 4 | And I think -- let me clarify one thing. The | | 5 | supplemental brief is not to raise a new issue. It would | | 6 | only be to -- there may be a different spin that somebody | | 7 | wants to put on -- | | 8 | THE COURT: Well, a different spin would probably | | 9 | be factual and that's not a legal issue for the Court to | | 10 | decide. So I'm not going to let someone put a different | | 11 | spin. | | 12 | If we're all going to do this jointly, it's going | | 13 | to be joint, and there'll be five, maybe, issues that the | | 14 | Court will entertain. So I just want to be clear from the | | 15 | start, that is not how this is going to work. | | 16 | The Court has to worry about -- by the way, and | | 17 | everyone who's been here before, and who hasn't been here | | 18 | before, knows these issues have been teed up in certain ways | | 19 | before today, with regard to hearings on the motion to extend | | 20 | time for the statute of limitations and on the motions for | | 21 | avoidance procedures. We've been through hearings on these. | | 22 | These are not issues that necessarily could not have been | | 23 | raised already by the parties. | | 24 | So while you have a consensus on how to proceed, | | 25 | and I appreciate that, that doesn't necessarily mean that I'm | | | |

20 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 going to agree with how you've decided that you all think you can proceed, because the Court has to worry about the management of these actions as a whole. So I'd like to get to the five legal issues that are going to be, that you believe are common legal issues that the Court could decide. MR. GOLDSTEIN: Sure. So the five legal issues that we talked about, and I'm going to frame this -- we discussed this with the trustee -- this is the Defendants' language. They don't necessarily agree with that any of this is a concession or anything on their part. So with that framing, the first issue would be, can the trustee avoid an initial transfer by a nondebtor entity? THE COURT: That's a legal issue? MR. GOLDSTEIN: Yes. THE COURT: Can the trustee avoid an initial transfer by a nondebtor? MR. GOLDSTEIN: Yes. THE COURT: That's a legal issue? Okay. Can the trustee avoid an initial transfer by a nondebtor, okay. MR. GOLDSTEIN: And the second one is, does applicable law allow for reverse veil-piercing or alter-ego determination? THE COURT: Okay. Hold on. Hold one second on

21 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 that. MR. GOLDSTEIN: Yeah. THE COURT: Does applicable law do what? MR. GOLDSTEIN: Allow for reverse veil-piercing or alter-ego determination? THE COURT: Well, I've already made alter-ego determinations, so how could that possibly be a determination of law? I've already made them in this court, some of which are final and haven't been appealed. So with regard to, does applicable law allow reverse veil-piercing, I've already found that it -- I've already talked about it. And all the law that talks about reverse veil-piercing depends upon the facts that underlie the transaction that might be subject of the reverse veilpiercing. So I understand your point, but, first of all, I don't understand the second part, does applicable law allow alter-ego claims; is that what you were saying? MR. GOLDSTEIN: Yes. THE COURT: Okay. That is not an issue that -- I don't understand how that's an issue of law. What state do we know of that doesn't allow veilpiercing claims? And don't we all agree that Delaware law applies? So what's in dispute with regard to that? That, I don't even understand remotely. Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 21 of 63

1 2 3 4 5 6 7 8 9 10 11 MR. GOLDSTEIN: Yeah, I think the issue would be that this would be the instance where creditors have had their first -- where folks who are creditors or transferors of these alter-ego entities have not had an opportunity to discuss what would be the, you know, what's the impact on them. THE COURT: What difference does that make, ultimately? If you get to your point of your responsive pleading, you can argue in your responsive pleading that the Court misapplied the law or whatever you -- but to issue, to have me have briefs submitted and have me rule on whether

12 13 applicable law allows for veil-piercing, that, to me, is a waste of time.

14 15 16 I've already found that in many -- in one of the decisions in the Golden Spring case, it hasn't been appealed. So it's the law of the case that alter-ego law applies.

17 18 19 20 21 And I understand that there's a desire to try to move together in a certain manner, but I'm not going to allow parties to move together in a certain manner on an issue on which there is no dispute. There is no dispute that alterego law applies.

22 23 24 25 Whether or not you agree with that is a different issue; that's not a legal issue. Show me anywhere where any law says where you can find a case that says that alter-ego doesn't apply. You know why it would say that? On the facts

23 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 of the case, so it's not a legal issue. MR. GOLDSTEIN: The -- okay. Well, if you turn to the next one, which I think is, what is the effect under applicable law of reverse veil-piercing on an alter-ego determination? THE COURT: And isn't that a factual issue? MR. GOLDSTEIN: That, Your Honor, is a legal issue. THE COURT: How is it a legal issue? If you look at all the cases that have acknowledged reverse veilpiercing, by the way, and they're in the Delaware Chancery Court, the Southern District of New York Bankruptcy Court, the Fourth Circuit, the Connecticut District Court, Judge Meyer found that Delaware would apply reverse veil-piercing law. And what did they do to make that determination? They went through facts and they said, These are the facts that the Court would have to find in order for there to be reverse veil-piercing. That's what the cases cite, and they say, on a motion to dismiss, those claims would stand a motion to dismiss. Now, at the trial, the trustee may not be able to prove all of those things, but to argue that somehow that is a legal issue, what the effect is, the effect is whatever the effect if reverse veil-piercing is found, right? So that's a Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 23 of 63

| 1 | factual issue; it's not a legal issue. And I'm not going to | |----|----------------------------------------------------------------| | 2 | allow the parties to try to take factual issues and allege | | 3 | that they're legal issues, because they're not. | | 4 | MR. GOLDSTEIN: May I articulate it a little | | 5 | differently and see if I -- the law in different | | 6 | jurisdictions, based on my review, is a little different, | | 7 | depending on if you make a determination that the corporate | | 8 | veil is going to be pierced, right, or if we're going to | | 9 | ignore it. In some jurisdictions, there's a view that it | | 10 | just creates vicarious liability. | | 11 | THE COURT: Right. | | 12 | MR. GOLDSTEIN: In other jurisdictions, there's, I | | 13 | think they call it the "identity theory," where you | | 14 | essentially mush everything together, including assets. | | 15 | And I think the legal question that we would | | 16 | raise, and what I meant by this was, what is the legal effect | | 17 | in Delaware, for example? | | 18 | THE COURT: The legal effect in Delaware depends | | 19 | upon the facts of the case. And if you look at the most | | 20 | recent Delaware Chancery Court case about reverse veil | | 21 | piercing from outsider, it endorses only outsider veil | | 22 | piercing, and it's when the trustee is -- this is -- the | | 23 | trustee is a judgment creditor; he's already gotten judgments | | 24 | which are final that are no longer appealable. He's a | | 25 | judgment creditor, so under 544(a), he's a judgment creditor. | | | |

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 It's not insider reverse veil-piercing; it's outsider reverse veil-piercing. And the Delaware Chancery Court has said that they have to look at the facts to make that determination, to determine whether or not that there are, that this -- that the doctrine should be applied to, as a deterrent so that the parties can't shuffle their assets among their controlled entities with the express purpose of avoiding a judgment. MR. GOLDSTEIN: Uh-huh. THE COURT: And every cause of action that the trustee has brought on the avoidance claims, he brings as a judgment creditor. It's not even as a hypothetical judgment creditor; it's as a judgment creditor. So, I don't -- I'm still struggling with, where's the legal issue? MR. GOLDSTEIN: Well, yeah. And it would be based on the allegations, which would be taken as true, which are generally very consistent between the complaints that are made against all the joint Defendants. If those are taken as true, under the applicable law, most of the -- almost all cases here will be Delaware, would those facts, if true, result in a conglomeration of the assets as into one or vicarious liability under applicable law. THE COURT: Well, doesn't that have to happen once we get to that point; meaning, that the trustee would have to

| | 26 | |----|-----------------------------------------------------------------| | 1 | prove it? | | 2 | MR. GOLDSTEIN: If Your Honor were to say, You | | 3 | know what? If I take all of these allegations as true and, | | 4 | okay, and I look at what Delaware law says, well, then, it's | | 5 | really just -- it's vicarious liability, as opposed to the | | 6 | identity theory. And then, in that instance, well, then that | | 7 | could be dispositive of the, for example, a 549 claim, | | 8 | because, then, it couldn't possibly be property of the estate | | 9 | that was transferred. | | 10 | So that's -- I mean, maybe I'm doing a poor job of | | 11 | articulating, but that was the legal -- | | 12 | THE COURT: I don't think you're doing a poor job, | | 13 | I just don't know that I agree. | | 14 | MR. GOLDSTEIN: Okay. | | 15 | THE COURT: Okay. I mean, I think what -- if we | | 16 | go back to what was number two -- | | 17 | MR. GOLDSTEIN: Yeah. | | 18 | THE COURT: -- I think you said, so please correct | | 19 | me if I'm wrong, that the second legal issue is, does | | 20 | applicable law allow reverse veil-piercing? And I've just | | 21 | cited to you a bunch of cases, a number of cases, including a | | 22 | Delaware Chancery Court case from 2021, which does, and then | | 23 | the second part of yours was, whether applicable law allows | | 24 | for alter-ego claims. | | 25 | And I've already found in this case that the |

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 trustee has succeeded on an alter-ego claim, at least with regard to the Golden Spring entity, and that is a final, nonappealable order at this point. Nobody appealed that. So I'm struggling with understanding what it is that you would expect the Court to rule on when I've already ruled. MR. GOLDSTEIN: Well, one, I think our position would be -- and you're not going to be surprised at - because we -- these Defendants were not parties to any of those cases that that's now law of the case. You may ultimately get to the same place anyway, but, again -- THE COURT: Most of the time in bankruptcy cases when rulings are made, the Defendants in avoidance actions were never parties to those cases. I'd like to see a time when it was. This is an avoidance action under the trustee's powers that Congress provided -- not the Court -- Congress provided. This is not an unusual circumstance and I guess I'm struggling with trying to understand why parties think it is. MR. GOLDSTEIN: Well, I would say an avoidance claim being brought against the recipient of a transfer of a nondebtor that happens -- THE COURT: Well, the nondebtor has been found to be the alter-ego. So it's not a nondebtor; it's a debtor.

| 1 | If it's the alter -- what would happen under Connecticut law | |----|----------------------------------------------------------------| | 2 | if you sued a corporation and then you had -- you pierced the | | 3 | corporate veil to get to its individual owners. If the | | 4 | individual owner made the transfer, you, as the lawyer for | | 5 | that corporation, you would go after that individual and | | 6 | you'd say, Give me back that money. You made that transfer. | | 7 | You just used the corporate structure as a shield to defraud | | 8 | everyone and avoid and be judgment-proof. | | 9 | That's what you would say, right; wouldn't you | | 10 | argue that? | | 11 | MR. GOLDSTEIN: It would depend, you know, if the | | 12 | transfer was made before or after. It would depend if the | | 13 | transfer was made -- | | 14 | THE COURT: It would depend, wouldn't it? That's | | 15 | a fact. Isn't it a fact? | | 16 | MR. GOLDSTEIN: Well, again, if you take all the | | 17 | facts as true in the complaint and then make a determination | | 18 | whether or not the law allows for what's being proposed, | | 19 | right. That's the point of a Rule 12(b)(6) motion or a | | 20 | motion for judgment on the pleadings. | | 21 | And an additional legal issue, which you may or | | 22 | may not agree with, is the ability to do so nunc pro tunc, | | 23 | which is another major issue. | | 24 | THE COURT: I don't understand that argument at | | 25 | all. | | | |

| 1 | MR. GOLDSTEIN: Well -- | |----|-----------------------------------------------------------------| | 2 | THE COURT: If you breached a contract on | | 3 | January 1st, 2015, and Trustee Despins sued you on | | 4 | January 1st, 2016, and the Court, on January 1st, found, | | 5 | 2017, that you breached the contract in 2015, that's not nunc | | 6 | pro tunc; that's the Court found that that happened. | | 7 | And what I've found in these cases is that the | | 8 | debtor, that the entity is the alter-ego of the debtor. | | 9 | MR. GOLDSTEIN: Okay. Well, that is nunc -- | | 10 | here's the hypothetical. If I'm a trade creditor of Acme | | 11 | Corporation, right, which is unrelated to a debtor, I'm a | | 12 | trade creditor, I'm just doing business with Acme | | 13 | Corporation. I have no clue Acme Corporation may have some | | 14 | interrelationship or have some involvement with the debtor | | 15 | and I'm doing business with them. I'm providing my goods and | | 16 | services and they're paying me for it. | | 17 | Now, all of a sudden, two years go by and you're | | 18 | getting sued because Acme Corporation wasn't Acme | | 19 | Corporation. Acme Corporation was Mr. Kwok, right? | | 20 | THE COURT: Yeah. | | 21 | MR. GOLDSTEIN: That's a different set of facts. | | 22 | If, for example, Acme Corporation -- | | 23 | THE COURT: It may not be if a Court has found | | 24 | that Acme Corporation and Mr. Kwok were one in the same. | | 25 | MR. GOLDSTEIN: But that -- |

| 1 | THE COURT: It happens all the time. This is | |----|-------------------------------------------------------------------| | 2 | not -- to say it's nunc pro tunc, every creditor, no matter | | 3 | whether there's -- every creditor takes a risk at some point | | 4 | that they might be sued on a preference or fraudulent | | 5 | conveyance claim. Every creditor's lawyer knows that. Every | | 6 | creditor's lawyer counsels their clients about that. | | 7 | This isn't -- the stretch of saying that it's nunc | | 8 | pro tunc because the Court found during a proceeding | | 9 | involving the debtor, individual debtor, that its corporate | | 10 | entities are the same as the debtor, show me a case on that | | 11 | because I don't -- I just don't see it at all. And I think | | 12 | it's a stretch and I think it could be not a good use of | | 13 | Court time. | | 14 | MR. GOLDSTEIN: The difference is, is that we're | | 15 | years later, disregarding the corporate form of an entity, | | 16 | unbeknownst to third parties who had no notice -- | | 17 | THE COURT: But that always happens. | | 18 | Even if Mr. Kwok was the one who gave you the | | 19 | money, you had no idea when he gave you the money that he was | | 20 | going to be found guilty of whatever, you have no idea, so | | 21 | how is it any different? | | 22 | MR. GOLDSTEIN: And not only the corporate forms | | 23 | being disregarded, but they would now be under the auspices | | 24 | of Title 11 as a debtor. So if I -- | | 25 | THE COURT: Well, that's the only way these | | | |

1 actions are brought.

| 2 | MR. GOLDSTEIN: In a trade creditor knew those | |----|-----------------------------------------------------------------| | 3 | things, they could come to -- they could make a determination | | 4 | and say, Is this a 363 ordinary course transaction? If they | | 5 | had concerns, they go to the bankruptcy judge and get a | | 6 | comfort order or the judge says, No, this isn't ordinary | | 7 | course. And then the trade creditor has the opportunity to | | 8 | stop doing business with them and not expose them. | | 9 | This is changing the set of facts that existed | | 10 | when they were dealing with the corporation to what's now | | 11 | happening two years later. That is changing the facts of the | | 12 | world. | | 13 | THE COURT: Yeah, and that's what happens every | | 14 | time someone gets sued for a preference or a fraudulent | | 15 | transfer, because it changes the course of fact. No creditor | | 16 | ever thought that they were going to be sued for a preference | | 17 | or a fraudulent transfer. | | 18 | MR. GOLDSTEIN: Which is why Congress has | | 19 | defenses, like the ordinary course defense, the subsequent | | 20 | new value defense, the contemporaneous exchange for value. | | 21 | THE COURT: And you can still raise all these | | 22 | defenses. | | 23 | MR. GOLDSTEIN: Not in a 549 case. That's a | | 24 | different animal. In a 547 and a 540 -- | | 25 | THE COURT: Well, that's because it's a post | | | |

32 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 petition transaction. MR. GOLDSTEIN: Exactly. THE COURT: Right. MR. GOLDSTEIN: Exactly. That's my -- THE COURT: But when you say that, though -- MR. GOLDSTEIN: Uh-huh. THE COURT: -- under the facts of this case when you say that, if any creditor was paying attention to what was going on, who -- it's, again, no matter whether it's a post-petition or a prepetition, it's still a risk that every creditor takes. At any time a creditor deals with any entity, it takes a risk, whether there's a bankruptcy proceeding or not. MR. GOLDSTEIN: Sure. I think there's, I think, to me, I'm getting a little far afield because my clients are mostly 549 Defendants, but -- THE COURT: Okay. MR. GOLDSTEIN: -- 547 has -- Congress has defenses for people who deal with it and somebody who may wind up in the next 90 days to become a debtor. 548 has defenses that help creditors deal with somebody who may become a debtor in the next two years in state law, for four years, good faith and value defenses. THE COURT: And all of the cases involving, I think, all these clients, but I could be wrong, so you can Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 32 of 63

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 correct me, but I think every single one of these was filed before the statute of limitations, so there's no issue that there isn't a statute -- that there's a problem with the statute of limitations. These are all avoidance actions. MR. GOLDSTEIN: No, and I didn't raise anything with regard to statute of limitations. I was just explaining that there are defenses for 548 claims, 547 claims that kind of protect the ordinary course of business relationship of vendors and folks who may wind up being debtors in the next few days, months, or years. 549 is a different animal, right; 549 is, hey, you're in bankruptcy and because you're in bankruptcy, you can do things in the ordinary course of business or you have to have a judge approve everything you do in the ordinary course of business. That's a completely different world than when you're dealing with Acme Corporation, who you are providing a service to or selling goods to. It's just different. And our view is that saying that they're alter-ego years later or it's essentially substantive consolidation, right, I mean, you're taking their assets and their liabilities and smooshing it together with the debtor years later. So I know Your Honor may not agree, but, I mean, that's our viewpoint, I think, for most of the joint

25 Defendants.

34 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 THE COURT: On *nunc pro tunc*? MR. GOLDSTEIN: Yes, on *nunc pro tunc*. THE COURT: Okay. MR. GOLDSTEIN: And then the last issue is one that doesn't apply to my clients. It's not something that we would be raising, because it's inapplicable. THE COURT: I'm up to four. Are you up to five? MR. GOLDSTEIN: I'm up to -- the *nunc pro tunc* was number four. THE COURT: All right. So, then, you -- did you break number two, veil-piercing and alter-ego into two different or was it one? That's the way -- I may have misheard you, so... MR. GOLDSTEIN: Yeah, let me just recap, because we've had a long colloquy. So, we (indiscernible) where we are. So, one was, can the trustee avoid an initial transfer by a nondebtor entity? Two was, does applicable law allow for reverse veil-piercing or alter-ego? Three was, what's the effect of -- THE COURT: Oh, you're right. I forgot to put that down. MR. GOLDSTEIN: -- of applicable law? And then four is can you do it *nunc pro tunc* or retroactively? THE COURT: So let's just do three again. What is Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 34 of 63

35 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 the effect of if there is a finding of reverse veil-piercing? MR. GOLDSTEIN: Yeah, exactly, Your Honor. Exactly. Exactly. Is it vicarious liability or is it that identity or unit theory -- I forget what it's called -- where you mush the assets together. Then the last issue, which, a caveat is not one that applies to my clients, but there are certain Defendants who have not signed a protective order and so they don't know the dates or specifics about the transfers and they want to allege -- THE COURT: Well, I think that was all dealt with in the mediation procedures order, wasn't it? MR. GOLDSTEIN: I take no position on it issue. THE COURT: I understand, but that's my recollection. MR. GOLDSTEIN: I take no position on the issue. I'm merely the messenger on that one. So, Your Honor, those were the five common issues that we discussed with the trustee and the idea would be, to the extent it's acceptable to the Court, would be one common brief, which we'd have a common brief of 50 pages for the 28 or so of us. Oh, I'm sorry. One other thing. We think that there may be a few more similarly situated Defendants who would maybe want to participate jointly in this one brief and Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 35 of 63

| 1 | so we would, if this process was amenable to the Court, we | |----|-----------------------------------------------------------------| | 2 | would, in the order, say you've got seven days to file | | 3 | something to say, I want to participating in this. And then, | | 4 | if so, they would be part of this common brief. | | 5 | THE COURT: And you're going to serve that order | | 6 | if that happens, you, or someone on behalf of the joint | | 7 | Defendants, because that's what would have to happen? | | 8 | MR. GOLDSTEIN: Yeah. | | 9 | THE COURT: Because everyone's been on notice of | | 10 | all of these things, by the way -- | | 11 | MR. GOLDSTEIN: We -- | | 12 | THE COURT: -- for some time. And I'm not going | | 13 | to start protecting people that don't protect themselves. | | 14 | MR. GOLDSTEIN: A hundred percent. | | 15 | Yeah, the Defendants can -- we can -- you know, | | 16 | most of the people should be seeing this stuff anyway, but we | | 17 | can certainly email it around to anybody who's represented a | | 18 | Defendant in these cases. But I do certainly know for some | | 19 | folks who have come out since we filed the request for status | | 20 | conference that they did want to participate. For example, | | 21 | American Express is here today. Amazon is here today and | | 22 | Flat Rate Movers. I suspect there might be one or two more. | | 23 | So what we would do -- | | 24 | THE COURT: Fifty pages seems like a lot for those | | 25 | issues, especially the last one. |

| Case 22-50073 | Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 37 of 63 | |---------------|--------------------------------------------------------------------------| | | 37 | | 1 | MR. GOLDSTEIN: The -- | | 2 | THE COURT: Defendants who have not signed a | | 3 | confidentiality order? I mean, that's what the Federal Rules | | 4 | of Civil Procedure are about, right? The lawyers are | | | | | 5 | supposed to work that out and it shouldn't be the Court's | | 6 | issue. | | 7 | MR. GOLDSTEIN: The -- | | 8 | THE COURT: So I think 50 pages is a lot on those | | 9 | issues. | | 10 | MR. GOLDSTEIN: Yeah, the thinking for the | | 11 | additional, more than your typical pages, is just because we | | 12 | are dealing with a good number of Defendants. I didn't know | | 13 | if we would have to go beyond Delaware law, but where maybe | | 14 | one other jurisdiction's law that we would have to touch on. | | 15 | Yeah, I think maybe one other jurisdiction's law. | | 16 | And we probably don't maybe need all the 50 pages, | | 17 | but it was rather than come and bother you, again, for more | | 18 | pages if we needed to, just ask for more. Certainly, if you | | 19 | want to trim us back, so be it. | | 20 | And, essentially, what we would have is a | | 21 | mirroring page limit for the trustee. So, you know, if we | | 22 | have 50 pages for the common brief, 7 pages, (indiscernible) | | 23 | was going to do the supplemental, which we talked about | | 24 | before, which Your Honor may not authorize, and then the | | 25 | trustee would have 50 pages, plus 7 pages for any | | | |

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 supplemental, like, if it even got submitted. So we would just mirror each other. And then on the, the reply would be for the joint Defendants would be 25 pages and then 5 pages for any supplemental, but Your Honor may not authorize that. And then the mechanics that we talked about, we didn't -- what we could do is just file the relevant motion in each of our individual adversaries and then file the common brief in each of the individual adversaries so we could have it. THE COURT: Well, I don't think that if we do that, that that makes sense either. This is, you'd be amending an order entered in the main case, with regard to mediation procedures. So, we have, you know, 3500 docket entries in the main case and then we have 270 adversary proceedings with (indiscernible). So, no, I mean, the point is to, if we're doing this, is it make it easier and more streamlined. MR. GOLDSTEIN: Yeah. The other option, you caught me on, was first off, what we would do if Your Honor accepts, this would be -- we would put together an order that would just go on the main case docket. Done. The other option, a way we could do this is, we could just file, just put it on the main case docket, you know, the common brief. We just didn't know how best, you know, the Court wanted to track this. If the Court didn't

39 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 want this filing in 28 different adversaries, we could put it in the main case. Another idea we had was some of the lawyers on the joint defense group had an experience where a miscellaneous docket just gets created just to put -- THE COURT: We don't need a create a miscellaneous docket. It can be an amended order with another exhibit attached to it, that all these parties are joint Defendants and these are the adversary proceeding numbers to which they apply. MR. GOLDSTEIN: And then the motion to dismiss, the motion for judgment of pleadings, where would Your Honor want that filed? THE COURT: Well, what -- you're going to file a joint motion, right? MR. GOLDSTEIN: Some folks would do a motion for judgment on the pleadings, again, if they filed an answer. Most of them will do motions to dismiss, yes. THE COURT: Well, I'm not going to do 28 motions to dismiss. If we're going to do that, then there's no point in this. MR. GOLDSTEIN: No, no, no. We would have a brief, like, we would have a two-page motion and then a memorandum of law, which would be the common brief. We just -- I didn't know how Your Honor wanted to track that. Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 39 of 63

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 We could do it through, like, or we could just submit the common brief and just refer to the Court's order. We could slice that a bunch of different ways. THE COURT: Yeah, I don't know, sitting here, yet, but I would most likely just have one motion filed in the main case that applies to all the Defendants who are asking for this relief and that's how it would be handled. MR. GOLDSTEIN: Perfect. THE COURT: Because, otherwise, there'd be 28 motions, which, if we're going down that path, then that doesn't make any sense. MR. GOLDSTEIN: The idea here is simplicity. Wherever we can make simplicity, that's a good thing. So that's -- we can make that work. And then the last part of our discussion with the trustee was just to, again, in the sense of consolidating and simplicity was to have just one, like, oral argument on these common issues, along with the oral arguments on the -- there are a couple of cases that are pending where these similar issues are already afoot, we could have those all kind of heard together, just in one fell swoop on one particular day and then just be done with them. And so those cases, those motions to dismiss that are pending, would just be held until one oral argument would be held across all of them, along with this joint defense

41 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 group. THE COURT: All right. MR. GOLDSTEIN: And I think that's it for me. I'd invite others -- THE COURT: Assume I agree with you, when are you going to file your common brief that's going to be 50 pages or less? MR. GOLDSTEIN: Oh, I'm sorry, if I missed that. I'm sorry if I missed that. We agreed to within 42 days. So, we would have -- THE COURT: Well, it's not going to be 42 days. I'm not going to do that, okay. These cases are proceeding forward. We're not -- you don't get 42 days to do a motion to dismiss, so you're not getting 42 days to do a brief on common issues that you've been talking about for some time. That's not going to happen, so I just want to be very clear about that. It's not going to be 42 days. So, if I agree to do this, it's much more likely going to be 21 days, like the normal Federal Rules of Civil Procedure. And then we can -- but anyway, go ahead -- MR. GOLDSTEIN: No, no, that's fine. THE COURT: -- you asked for 42 days. MR. GOLDSTEIN: Let me just describe the process. The order would enter. Folks would have another seven days to say, Hey, we want to participate or not, and then the Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 41 of 63

42 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 brief would be 42. If Your Honor wants it in 21, we'll do it in 21. THE COURT: The other parties, whether they want to participate or not, it shouldn't impact the time for a brief. MR. GOLDSTEIN: That's fine. And then we had agreed with the trustee that, you know, they could file it within 42, but -- THE COURT: That won't happen here. MR. GOLDSTEIN: -- whatever Your Honor wants to do there. And then with regard to the reply, we had 21 days for our reply, but if Your Honor wants to shorten that up to 14 -- THE COURT: I think if we go down this path, it will -- all of this -- if we go with the time frame that you've suggested, we're going into January. MR. GOLDSTEIN: That's correct. THE COURT: And that's not going to happen. MR. GOLDSTEIN: Okay. THE COURT: This case has been pending since February of 2022. We're not -- that's not happening. MR. GOLDSTEIN: All right. So I think, then, now, let me just check, but I think we've covered everything in my notes, so I will yield at this point, unless Your Honor had questions for me. Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 42 of 63

43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 THE COURT: If we go down this process, which I have to consider, by the way. MR. GOLDSTEIN: Uh-huh. THE COURT: Obviously, I had no idea what you were going to say, so I have to think about it. When you say you have one oral argument in one fell swoop, I'm not allowing 28 lawyers to make an argument that's going to be the same argument. MR. GOLDSTEIN: Correct. THE COURT: That's not going to happen either; if we go down that path, I'm being very clear about this. And I don't even know if I would allow oral argument. It's legal issues. Would could oral argument add? What could be added by oral argument on a legal issue? It either is or it isn't. So I'm not sure about that either. What I do need to know, Trustee Despins, is I know you've said there's a consensus on how this is subject to the Court approval, but what happens to the hearings that are coming up on October 1st and October 8th, and I think there's another one after that, too, on the pending motions to dismiss in adversary proceedings that are not in mediation and are excluded from mediation? MR. DESPINS: Yes, Your Honor. I was going to come up here to raise that. The goal of this, I know, initially, you don't see Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 43 of 63

| 1 | this as progress, but from my perspective, any Defendant can | |----|---------------------------------------------------------------| | 2 | file any brief and argue any theory in the world they want. | | 3 | If we can consolidate them in one brief, that's progress. | | 4 | All the arguments you made, Your Honor, we've made | | 5 | them, so at the end of the day, they're entitled to file a | | 6 | brief. If we can consolidate them, that's good, because it | | 7 | saves you time, it saves us time, and it's more efficient. | | 8 | Now, on your issue, the idea is that nobody is | | 9 | going to go forward on these global issues, on motions to | | 10 | dismiss based on the points that Mr. Goldstein raised. The | | 11 | order we would submit to you would provide that all -- | | 12 | everyone is now at the same pace, meaning that if you've | | 13 | already filed a brief, there's no oral argument on | | 14 | October 1st. It will be at the time that the global oral | | 15 | argument is -- takes place. And if you have -- | | 16 | THE COURT: If there is a global oral argument. | | 17 | MR. DESPINS: If there is one, yes. | | 18 | So the idea would be everyone gets stayed to match | | 19 | this new schedule. I'm happy to answer any other questions | | 20 | you may have, Your Honor. | | 21 | THE COURT: I don't know that I have any | | 22 | questions. | | 23 | We had a process in place. It was amended. | | 24 | MR. DESPINS: Yeah. | | 25 | THE COURT: It's not seeking to be further | | | |

1 2 3 4 5 6 amended, where parties who are in mediation are now centrally staying matters that aren't in mediation and then these issues that you want to raise, if they're truly legal issues, then I don't see that there's a need for oral argument. What would the -- there's no need for it and that would not be a good use of the Court's time, as well.

7 8 9 10 11 12 13 As you know, and I've stated already, we're up to almost 4,000 docket entries in this case. The Court has an obligation to manage the docket appropriately of this case and all the other adversary proceedings. This isn't going to be here 10 years from now. It needs to be appropriately managed, and so I need to reflect upon what you've both said and determine what, if anything, I'll allow.

14 15 16 17 18 19 20 MR. DESPINS: I guess the way to look at this, Your Honor, is let's look at the alternative. First of all, the people who have oral argument scheduled for October 1st, they're Defendants. I don't think they're -- I actually can't speak for them -- but they're not anxious to get to a finish line where they might lose, so I think they will take any additional time they may get.

21 22 23 24 25 But in terms of the issue we have here about this briefing, as I said, I think that every Defendant is allowed to file a brief on whatever legal theory they want to advance, including that the earth is flat or something like that, because I can't stop that. So we're always better off

46 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 trying to consolidate, if we can. That's the thinking, Your Honor. THE COURT: I understand. MR. DESPINS: Thank you, Your Honor. THE COURT: I understand. MR. DESPINS: Sorry. Thank you. THE COURT: Attorney Goldstein, is there anything else you would like to add? MR. GOLDSTEIN: No, Your Honor. The only other thing I was thinking about when I sat down was whether or not if it's helpful to you, we have a little write-up that we had done between us, if that was helpful while you were thinking about this, if it was helpful for us to -- we could submit it to the Court. THE COURT: Well, we're not going to do anything yet. MR. GOLDSTEIN: Right. I was thinking until Your Honor has made the threshold determination of whether we're going to go down this road, then we would -- if Your Honor said, Yes, we're going to go down the road, of course, we would prepare a proposed order. I was thinking more of an interim step. To the extent you wanted to see the Word document that we have been going back and forth on, if that would be helpful to you as you reflect on this, I'm happy to provide Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 46 of 63

47 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 that. That was all. THE COURT: Okay. Thank you. MR. BERNARD: Your Honor? THE COURT: I'm not going to hear from 28 lawyers. I just want you to know that, okay. So... -- MR. BERNARD: If I could just get one minute, Your Honor? THE COURT: Well, then, you need to -- you'll have one minute and I will time you. MR. BERNARD: Thank you, Your Honor. Richard Bernard of Faegre Drinker on behalf of Cirrus. Your Honor, the mediation, which is indefinite interim for a lot of the Defendants is really at an impasse. The bid and ask are too far apart. THE COURT: I don't need to hear about the mediation. That's not appropriate for me to hear. That's why it's in mediation, Counsel. MR. BERNARD: Correct, Your Honor. THE COURT: Then you shouldn't be telling me anything about it. MR. BERNARD: The point of the motion is to try and get the -- the point of this request is to have legal issues teed up to Your Honor to create gray area that, potentially, the parties could find some way to settle. THE COURT: I don't understand what you just said. Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 47 of 63

48 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 You said to create gray area? MR. BERNARD: The trustee and the Defendants are way over here. THE COURT: If it's legal issues, then, what's the gray area? MR. BERNARD: Because, Your Honor, they are legal issues. If they determine one way or the other, it determines a shift in negotiating leverage and, therefore -- THE COURT: I understand that, Counsel. MR. BERNARD: -- can overlap -- THE COURT: I understand that, Counsel. MR. BERNARD: -- to get us to -- THE COURT: But I want -- if they're really legal issues, they should be legal issues, okay. To have me decide whether or not alter-ego law applies, you think that's a legal issue? MR. BERNARD: Your Honor, the way -- yes, it will be framed up as a legal issue. THE COURT: How could it be framed as a legal issue? MR. BERNARD: Your Honor, that's a very broad characterization of the details of that particular element. THE COURT: Okay. Your minute is up. MR. BERNARD: So, I know my minute is up and I didn't want to get into that. Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 48 of 63

49 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 THE COURT: Yes, thank you. You've got a minute, Attorney Sklarz. MR. SKLARZ: Your Honor, I'm not with them. My point -- THE COURT: Then why are you here? (Laughter) MR. SKLARZ: To state on the record that I'm not with them. THE COURT: Okay. MR. SKLARZ: Because my client -- THE COURT: Because you're on Exhibit 4? MR. SKLARZ: Well, I have clients in -- all over the place. As I indicated, I represent a number of clients, and if I can approach the clerk, I can hand up my list. THE COURT: Yeah, you can do that later. I'm just trying to understand. MR. SKLARZ: No, no, no. And I'm not trying to be -- THE COURT: Go ahead. No, go ahead. MR. SKLARZ: -- glib. My clients, some of whom are in the various mediation buckets, many of which are law firms that were retained prepetition, post-petition, various individuals. I represent a very broad spectrum of individuals and entities. They span from New York law to Delaware law, Puerto Rico law, Connecticut law, English law, Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 49 of 63

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 all different scopes. We do not want to be part of any group briefing. My office, as Your Honor knows, has been filing a lot of papers, including motions to dismiss in every case we're retained in that hasn't been stayed. And even some of those that have been stayed, we filed motions to dismiss. My clients wish to pursue their individual rights. Now, do we have an objection to an adjournment of a hearing on October 1st or October 8th to November, December, January? No. These are big -- THE COURT: But you're not involved in those hearings. MR. SKLARZ: Yeah, I am. THE COURT: On next week's hearing? MR. SKLARZ: Next week's, I'm up first. THE COURT: Oh, okay. You're up first. MR. SKLARZ: For better or worse. THE COURT: Okay. Sorry. I didn't recall that you were up first; I thought you were the following week. Sorry. MR. SKLARZ: I might be the following week, as well -- THE COURT: As well, yeah. MR. SKLARZ: -- but we're taking it one day at a

| | 51 | |----|----------------------------------------------------------------| | 1 | time here. | | 2 | THE COURT: Okay. Go ahead. | | 3 | MR. SKLARZ: One of the things I did want to | | 4 | express, having just gotten back from the NCBJ conferences, | | 5 | these are big, important issues in a big, important, national | | 6 | and international case. We've -- the folks at my firm, the | | 7 | folks another the trustee's firm, everyone here, the Court's | | 8 | staff, Your Honor, everyone is thinking very long and hard | | 9 | about everything that we're doing. | | 10 | And so whether we have an argument next week, the | | 11 | week after, or two months from now, whatever time we all | | 12 | spend preparing to make the -- to write the briefs, to make | | 13 | the argument, makes all of the jurisprudence that follows | | 14 | this case better. So, yes, I agree with the trustee, which | | 15 | is maybe the first time in this case I've agreed with the | | 16 | trustee, so I'm agreeing with the trustee that the argument | | 17 | doesn't need to go forward next week. But I also agree with | | 18 | Your Honor, it shouldn't go to March 2027. | | 19 | My clients are anxious to resolve these issues. | | 20 | We believe strongly in the arguments we've made and we want | | 21 | to pursue them, but we also feel strongly that we have due | | 22 | process rights to proceed individually in the cases as | | 23 | they've been brought and wish to preserve that right, our | | 24 | individual briefing rights, and our individual argument | | 25 | rights, should Your Honor grant argument. And I just wanted | | | |

52 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 to make that clear for the record. THE COURT: So let me just ask you about what you just said. What due process rights do your clients have that haven't been met? MR. SKLARZ: We have briefed that extensively, Your Honor. THE COURT: Right. But you've briefed it and you're going to be heard. MR. SKLARZ: Correct. THE COURT: Right. So what due process rights do you have that haven't been met? MR. SKLARZ: As of today, none. THE COURT: Okay. MR. SKLARZ: If we're not permitted to submit briefs or get lumped in -- THE COURT: So you're thinking that because of whatever happens in this -- if this process is allowed, at some point, it's somehow going to negative impact you? MR. SKLARZ: As long as we are not pushed into this process -- THE COURT: Well, I'm not going to -- why would I push you into that process? MR. SKLARZ: I just want to -- THE COURT: You're already, at least part of your clients are already exempt from mediation -- Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 52 of 63

53 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 MR. SKLARZ: Right. THE COURT: -- so you're not pushed into any process. And I don't recall, sitting here, but maybe you represent people who have already asked to be excluded from the mediation process, too. I can't recall. MR. SKLARZ: We haven't. THE COURT: There are so many Defendants that it's difficult. But I just want to understand what your point is. Is your point, you don't want to be part of this joint Defendants? I didn't think you did, so I don't think there's any confusion on that part. MR. SKLARZ: Excellent. I have nothing further to say on that point. THE COURT: Okay. So is that the point that you wanted to make? MR. SKLARZ: That is the point that I wanted to make. THE COURT: Okay. All right. MR. SKLARZ: And then, just the ancillary point is, what I do agree with is, the argument doesn't have to happen tomorrow. If Your Honor wants to hold one argument at some point, fine. If Your Honor wants to hold multiple arguments, fine. However the Court wants to do it -- THE COURT: Or maybe not any. Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 53 of 63

54 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 MR. SKLARZ: We think -- THE COURT: You've got papers. You've espoused your position through papers, correct? MR. SKLARZ: Correct. I think -- THE COURT: There's no rule requiring oral argument. I'm not saying it's not going to get granted -- MR. SKLARZ: There is no rule -- THE COURT: -- I'm just saying, there is no rule that says you have to -- there's no -- your due process rights aren't violated if you don't have -- MR. SKLARZ: Of course. THE COURT: -- an oral argument on a motion that you've fully briefed. MR. SKLARZ: Of course not, Your Honor; I'm not suggesting that. THE COURT: Okay. MR. SKLARZ: I think given the enormity of the issues, the concepts that have been argued both, by the trustee and by various Defendants and the trajectory of this case, that argument would be helpful to the Court, but if it isn't, Your Honor won't want it. But however -- whatever happens, whether there's argument on everything, argument on nothing, we're just reserving our rights. And all I'm saying is should Your Honor wish to have oral argument, it doesn't need to happen Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 54 of 63

| 1 | on October 1st. It could happen on December 1st. It could | | | | | | | |----|-----------------------------------------------------------------|--|--|--|--|--|--| | 2 | happen on January 1st. It should happen sooner, rather than | | | | | | | | 3 | later, but given -- again, I know I sound philosophical | | | | | | | | 4 | here -- but given this case and all of the concepts raised, | | | | | | | | 5 | measuring twice or three times for all of us, the lawyers, in | | | | | | | | 6 | particular, and then proceeding, I think, there is value in | | | | | | | | 7 | that. | | | | | | | | 8 | THE COURT: Okay. Thank you. | | | | | | | | 9 | MR. SKLARZ: And I'll hand up the list. Thank | | | | | | | | 10 | you, Your Honor. | | | | | | | | 11 | THE COURT: Yes, thank you. | | | | | | | | 12 | Counsel, I gave Attorney Sklarz more than a | | | | | | | | 13 | minute, which I suppose wasn't fair to prior counsel, so go | | | | | | | | 14 | right ahead. | | | | | | | | 15 | MR. LADDIN: Your Honor, I will be less than a | | | | | | | | 16 | minute. Darryl Laddin, again, on behalf of the American | | | | | | | | 17 | Express. | | | | | | | | 18 | I just wanted to be clear for the record, if | | | | | | | | 19 | American Express was not a party to the request that was | | | | | | | | 20 | filed by the joint defense group, we have not decided yet | | | | | | | | 21 | whether American Express will join the briefing with that | | | | | | | | 22 | group or not. We will make that determination within | | | | | | | | 23 | whatever time is required by the Court. I simply wanted to | | | | | | | | 24 | state that for the record. | | | | | | | | 25 | THE COURT: Okay. Thank you. | | | | | | |

| Case 22-50073 | Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 56 of 63 | | |---------------|--------------------------------------------------------------------------|--| | | 56 | | | 1 | MR. LADDIN: Thank you. | | | 2 | THE COURT: So, Attorney Goldstein, you said that | | | 3 | you and Trustee Despins and his counsel were working on a | | | 4 | Word document. | | | 5 | MR. GOLDSTEIN: Yes, Your Honor. | | | 6 | THE COURT: Do you have that with you? | | | 7 | MR. GOLDSTEIN: I have an electronic, yeah. | | | 8 | THE COURT: Okay. Well, why don't you email that | | | 9 | to the courtroom deputy email box, if you would, please. | | | 10 | Do you have that email address? | | | 11 | MR. GOLDSTEIN: I'll look it up. | | | 12 | THE COURT: Okay. And then, you know, I'll have | | | 13 | to review it. So the issue is this, does everybody want to | | | 14 | sit around and wait for me to review it or what do you want | | | 15 | to do? | | | 16 | I mean, I need -- as I'm sure you can all | | | 17 | appreciate, had no idea what anybody was going to say today, | | | 18 | right, so I have to consider what you've said and I have to | | | 19 | look at, I'd like to look at that document, with the | | | 20 | understanding that why you would be giving it to me was to | | | 21 | show where you and the trustee were headed, as far as this is | | | 22 | concerned, and then I can see what requests that you've made | | | 23 | would be either granted or denied. | | | 24 | I mean, Trustee Despins, do you have an issue with | | | 25 | that? | | | | | |

57 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 MR. DESPINS: Not at all, but I think you should take some time to review it, because there's a lot of stuff -- THE COURT: Well, I'm going to have to take some time. MR. DESPINS: No, I mean, like, in terms of today, I don't -- it's up to you, but it would take me a few hours to actually digest this cold, but maybe you're a faster study. THE COURT: I doubt that, but in any event... MR. GOLDSTEIN: Your Honor, I'm happy to email it before we walk out of here this afternoon and then, you know, Your Honor, whenever you've made a determination of that, we'll react. If you say, Okay, I want to do this, but here's the things that need to change or what the trustee -- THE COURT: Well, this is what I -- given what you've both just said to me, it's going to take some time to review it, then I'm not going to take a recess and have everyone sit here and wait. That doesn't really make sense for all of you, as well. But what I would do, then, is I'll do whatever I decide, once I read document and look at the document and go back and think about what your requests were. And the courtroom deputy will reach out to you, Attorney Goldstein, as the representative of the joint Defendants and Trustee Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 57 of 63

58 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Despins and his counsel, with whatever I decide to do, okay? MR. GOLDSTEIN: All right. Thank you. THE COURT: All right. MR. GOLDSTEIN: Thank you very much. MR. KINDSETH: May I have less than a minute, Your Honor? THE COURT: Yes. MR. KINDSETH: Again, just the same -- THE COURT: Yeah, we can't hear you, so you're going to have to -- and state your name for the record, please. MR. KINDSETH: Stephen Kindseth, Zeisler & Zeisler. Just for the record, we were not a party to these discussions. We should not be a party to this order. We're here just observing. And I just want to make sure it's clear that this proposed order, apparently, applies just to those parties who are agreeing to it. But regardless, my clients are not agreeing to it; although, apparently, if there's a 7-day optin period, we may opt in, but as of right now, we haven't seen it, so we're not a party to it. Thank you, Judge. THE COURT: No one's seen it, Attorney Kindseth. MR. DESPINS: To be clear, the idea would be that Case 22-50073 Doc 3589 Filed 09/30/24 Entered 09/30/24 08:30:09 Page 58 of 63

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 it would affect your clients. I'm not saying you agree to that, but the goal here is to have everyone on the same schedule if the Court is inclined to do it. Maybe you're not wanting to do it, but if you're going to do it, we think it makes sense to have everyone on the same timeline. I've (indiscernible) brief, not briefed, because, for example, Zeisler & Zeisler, there's a motion or the motion for judgment on the pleadings. That's -- it'll be fully briefed soon. It raises the same issues. We believe that that should all be heard at the same time if Your Honor is going that direction. MR. KINDSETH: See, this is the issue. The due process issue that Attorney Sklarz alluded to. If it's affecting any other party, there should be a motion -- THE COURT: It's not a due process issue, Attorney Kindseth. We've been through this. MR. KINDSETH: There -- THE COURT: Okay. Stop. We've had hearing after hearing after hearing. Your client gets -- your clients get every single pleading in this case. All of this has been filed in the main case. It's not a due process issue and if you keep raising that issue, I'm not going to be happy about it. You have whatever your rights are. You're a learned lawyer. You can handle that.

| 1 | But to continue to try to characterize this as a | | | | | | | |----|-----------------------------------------------------------------|--|--|--|--|--|--| | 2 | due process issue is unfair to the Court and all parties that | | | | | | | | 3 | have been involved in this case since this case has started. | | | | | | | | 4 | So you do whatever you feel you need to do, but if I hear one | | | | | | | | 5 | more time about a due process issue, I'm going to be very | | | | | | | | 6 | upset. This Court has bent over backwards for your clients | | | | | | | | 7 | and for everyone else involved in this case and I'm not going | | | | | | | | 8 | to hear that someone's due process rights have been violated. | | | | | | | | 9 | So, is there anything else you'd like to add for | | | | | | | | 10 | the record? | | | | | | | | 11 | MR. KINDSETH: The discrete point that I was | | | | | | | | 12 | pointing out -- and I'm not saying that Your Honor would do | | | | | | | | 13 | such a thing -- but if the order is submitted and enters and | | | | | | | | 14 | affects my client without ever having seen it or having had | | | | | | | | 15 | an opportunity to object -- | | | | | | | | 16 | THE COURT: You have an opportunity. You're here. | | | | | | | | 17 | MR. KINDSETH: But we haven't seen the order. It | | | | | | | | 18 | hasn't been presented. There's not even a motion filed. | | | | | | | | 19 | THE COURT: I haven't seen the order either. | | | | | | | | 20 | MR. KINDSETH: So there should be a motion. | | | | | | | | 21 | THE COURT: Everything doesn't have to happen by | | | | | | | | 22 | motion, Counsel. You're wrong about that. | | | | | | | | 23 | MR. KINDSETH: Okay. | | | | | | | | 24 | THE COURT: And you have done that plenty of times | | | | | | | | 25 | without a motion, by the way. You have come in and asked for | | | | | | |

| 1 | proposed orders to be entered in this case since the | | | | | | |----|-----------------------------------------------------------------|--|--|--|--|--| | 2 | beginning of this case when there's been no motion, so whose | | | | | | | 3 | due process rights were violated then? | | | | | | | 4 | MR. KINDSETH: I do not recall such instances. | | | | | | | 5 | THE COURT: I can tell you when you did. Would | | | | | | | 6 | you like me to point it out to you? | | | | | | | 7 | MR. KINDSETH: Actually -- | | | | | | | 8 | THE COURT: I can go back to the docket and find | | | | | | | 9 | it for you, when you came in about The Lady Mei and asking to | | | | | | | 10 | stop a hearing on relief from stay and, instead, enter a | | | | | | | 11 | stipulation that no one had seen, Counsel. | | | | | | | 12 | MR. KINDSETH: But only those parts -- | | | | | | | 13 | THE COURT: So let me just -- so don't go down | | | | | | | 14 | that road, because that's not a road that's a favorable road | | | | | | | 15 | for you to go down. | | | | | | | 16 | Now, I'm not going to hear from anyone else this | | | | | | | 17 | afternoon. | | | | | | | 18 | Attorney Goldstein, you're going to email that | | | | | | | 19 | document that you're talking about. The Court will review it | | | | | | | 20 | and the Court will take whatever action it seems necessary | | | | | | | 21 | and appropriate under its acknowledged right to manage its | | | | | | | 22 | case law and to manage its caseload that the Supreme Court of | | | | | | | 23 | the United States has consistently upheld and that is what we | | | | | | | 24 | will do this afternoon. | | | | | | | 25 | So there's nothing further to address this | | | | | | | | | | | | | |

| Case 22-50073 | | Doc 3589 | Filed 09/30/24 | Entered 09/30/24 08:30:09 | | Page 62 of 63 | |---------------|------------|----------|---------------------|--------------------------------------|---------------------|---------------| | | | | | | | 62 | | 1 | afternoon. | | Court is in recess. | | | | | 2 | | | MR. DESPINS: | Your Honor -- | | | | 3 | | | THE CLERK: | All rise. | Court is adjourned. | | | 4 | | | | (Proceedings concluded at 2:36 p.m.) | | | | 5 | | | | | | | | 6 | | | | | | | | 7 | | | | | | | | 8 | | | | | | | | 9 | | | | | | | | 10 | | | | | | | | 11 | | | | | | | | 12 | | | | | | | | 13 | | | | | | | | 14 | | | | | | | | 15 | | | | | | | | 16 | | | | | | | | 17 | | | | | | | | 18 | | | | | | | | 19 | | | | | | | | 20 | | | | | | | | 21 | | | | | | | | 22 | | | | | | | | 23 | | | | | | | | 24 | | | | | | | | 25 | | | | | | | | | | | | | | | | | | | | | | |

| Case 22-50073 | Doc 3589 | Filed 09/30/24 | Entered 09/30/24 08:30:09 | Page 63 of 63 | | | |---------------|------------------------------------------------------------|----------------------------------|-------------------------------------------|--------------------|--|--| | | | | | 63 | | | | 1 | CERTIFICATION | | | | | | | 2 | | | I certify that the foregoing is a correct | | | | | 3 | transcript from the electronic sound recording of the | | | | | | | 4 | proceedings in the above-entitled matter to the best of my | | | | | | | 5 | knowledge and ability. | | | | | | | 6 | | | | | | | | 7 | | /s/ William J. Garling | | September 27, 2024 | | | | 8 | | William J. Garling, CET-543 | | | | | | 9 | | Certified Court Transcriptionist | | | | | | 10 | For Reliable | | | | | | | 11 | | | | | | | | 12 | | | | | | | | 13 | | | | | | | | 14 | | | | | | | | 15 | | | | | | | | 16 | | | | | | | | 17 | | | | | | | | 18 | | | | | | | | 19 20 | | | | | | | | 21 | | | | | | | | 22 | | | | | | | | 23 | | | | | | | | 24 | | | | | | | | 25 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |