Guo Wengui / Miles Guo — bankruptcy case · ORDER · ECF #3511

UNITED STATES BANKRUPTCY COURT DISTRICT OF CONNECTICUT BRIDGEPORT DIVISION

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HO WAN KWOK, et al.1 ) CASE NO.: 22-50073 (JAM)

Pursuant to 11 U.S.C. § 105(d)(1), the defendants identified in Exhibit A hereto (collectively, the "Joint Defendants") hereby request a status conference with the Court to discuss matters of scheduling and efficiency concerning dispositive motion practice in the numerous avoidance actions filed by the Trustee that may impact the Joint Defendants and the interplay with this Court's *Order Directing Parties to Mediation, Appointing the Honorable James J. Tancredi as Mediator, and Amending Order Approving Procedures Applicable To Avoidance Claim Adversary Proceedings* [Dkt. No. 3163] (the "Mediation Order"). In support of this request, the Joint Defendants state as follows:

The Joint Defendants have been engaged in the mediation process before the Honorable James Tancredi, but remain far from resolution of these adversary proceedings. While the mediations have not yet formally concluded pursuant to this Court's Mediation Order, there are a number of adversary proceedings with similar claims that are not subject to the mediation stay and have proceeded to various stages of dispositive motion practice. See, e.g., Despins v. Weddle Law PLLC, Adv. Pro. No. 24-05188 (Bankr. D. Conn); Despins v. Pillsbury Winthrop

1 The Debtors in these chapter 11 cases are Ho Wan Kwok (also known as Guo Wengui, Miles Guo, and Miles Kwok, as well as numerous other aliases) (last four digits of tax identification number: 9595), Genever Holdings LLC (last four digits of tax identification number: 8202) and Genever Holdings Corporation. The mailing address for the Trustee, Genever Holdings LLC, and the Genever Holdings Corporation is Paul Hastings LLP, 200 Park Avenue, New York, NY 10166 c/o Luc A. Despins, as Trustee for the Estate of Ho Wan Kwok (solely for purposes of notices and communications).

Shaw Pittman LLP, Adv. Pro. No. 24-05014 (Bankr. D. Conn.); Despins v. Mitchell, Adv. Pro. No. 24-05110 (Bankr. D. Conn.); Despins v. Meta Platforms, Inc., Adv. Pro. No. 24-05117 (Bankr. D. Conn.); Despins v. The Francis Firm PLLC, Adv. Pro. No. 24-05168. By way of example, the non-stayed adversary proceedings and those against the Joint Defendants share the common issues concerning the propriety of the Trustee's offensive use of nunc pro tunc reverse veil piercing to avoid and recover pre-petition and post-petition transfers from alleged alter ego entities. This will equally be the case in the hundreds of other adversary proceedings against parties other than the Joint Defendants in which the Trustee seeks to avoid and recover transfers by alleged alter egos of the Debtor. The Joint Defendants understand that oral argument has been set for October 1, 2024, in the Mitchell and The Francis Firm adversary proceedings.

Given the status of the Joint Defendants' mediations to date and the pendency of the motion practice in the above-referenced adversary proceedings, the Joint Defendants would like to pursue parallel paths of continuing a settlement dialogue with Judge Tancredi's assistance and at the same time address in an efficient manner many of the same legal issues that will shortly be before the Court. In connection therewith and subject to relief from the stay in the Mediation Order, the Joint Defendants anticipate pursuit of (i) motions to dismiss or motions for judgment on the pleadings, and (ii) motions to certify certain questions to the Delaware Supreme Court (as more particularly described below).

To allow for the efficient adjudication of the common legal issues across both the adversary proceedings against the Joint Defendants as well as the other adversary proceedings that are not subject to the stay under the Mediation Order, the Joint Defendants request a status conference to discuss with the Court the best means of having these common legal issues adjudicated in an efficient manner. The Joint Defendants' goal is to streamline the proceedings for the Court and the parties to conserve judicial resources and minimize the costs of the parties, including the estate. For example, the Joint Defendants could file one or more omnibus motions to dismiss and/or motions for judgment on the pleadings to address legal issues that are common across the claims asserted by the Trustee against them. These omnibus motions can then be adjudicated with the pending motions to dismiss in a coordinated manner to minimize the number of briefs and oral arguments, as well as the number of written decisions the Court would have to issue. This is by no means the only way to accomplish the goal of efficiency and economy, and the Joint Defendants will be prepared to discuss other ways to achieve these goals at the conference if this request is granted.

In addition, the Joint Defendants anticipate filing motions to seek certification of specific state law questions to the Delaware Supreme Court related to the use and applicability of the Trustee's theory of nunc pro tunc reverse veil piercing. Because most of the entities the Trustee alleges to be the Debtor's alter egos are Delaware limited liability companies, the Trustee's ability to use reverse-piercing and the legal effect of an alter-ego determination is governed by Delaware law. Conn. Gen. Stat. § 34-275(a). The Joint Defendants believe that Delaware law does not permit the Trustee's actions against them and respectfully submit that the most efficient and economical manner to resolve this issue is for this Court to certify these issues to the Delaware Supreme Court pursuant to Del. Sup. Ct. Rule 41(a)(ii). These questions are undecided by the Delaware Supreme Court and will affect hundreds of adversary proceedings in this case. Accordingly, subject to lifting the stay in the Mediation Order, the Joint Defendants intend to seek certification of these state law issues to the Delaware Supreme Court.

To best address the procedural and scheduling issues described above and the interplay with the Mediation Order, the Joint Defendants request a status conference with the Court to discuss these matters so that they can be resolved in an efficient and economical manner. Given the pendency of motions to dismiss in other non-stayed cases raising similar issues, including those scheduled for oral argument on October 1, 2024, the Joint Defendants respectfully request that the Court schedule a status conference at its earliest convenience.

By:

Jeffrey Hellman, Esq.

Counsel for Ohtzar Shlomo Solomon Treasure By:

Counsel for Anthem HealthChoice Assurance, Inc. dba Empire Blue Cross Blue Shield; Anthem Health Plans, Inc.; Sedgwick Realty

LLC Corp.; Federal Express Corporation; and

By:

Scott M. Charmoy, Esq.

Counsel for Putnam Landscaping LLC By:

By:

Counsel for Morvillo Abramowitz Grand Iason

Counsel for Arri Americas Inc.

The Strong Firm, P.C. Bret L. Strong By:

Zachary W. Doninger (admitted pro hac vice)

Counsel for Defendant DJD Creative, LLC 1801 S MoPac Expressway, Suite 320

Ross G. Fingold, Esq.

Counsel for Cloudflare, Inc.

Edward E. Neiger, Esq.

FAEGRE DRINKER BIDDLE & REATH New York, NY 10165

222 Delaware Avenue, Suite 1400 eneiger@askllp.com

Telephone: (302) 467-4200 Counsel to Indium Software, Inc.

By: /s/ John F. Carberry By: /s/ David J. Kozlowski /s/ Kara A. Zarchin David J. Kozlowski (CT Bar No. 28240) John F. Carberry, Esq. (ct02881) Morrison Cohen LLP Kara A. Zarchin, Esq. (ct30783) 909 Third Avenue Cummings & Lockwood LLC New York, New York 10022

Stamford, CT 06901 Telephone: (212) 735-8825

kzarchin@cl-law.com Jeffrey Rhodes (admitted pro hac vice) Counsel for Target Enterprises, LLC Tayman Lane Chaverri LLP and Jamestown Associates, LLC 2001 L Street NW, Suite 500

/s/ Eric Seltzer By: /s/ Robert E. Kaelin Eric Seltzer / Fed Bar #CT01224 Robert E. Kaelin – ct11631 Gilbride, Tusa, Last & Spellane LLC rkaelin@murthalaw.com

Greenwich, Connecticut 06830 280 Trumbull Street, 12th Floor

Telephone: 203-622-9360 Hartford, Connecticut 06103

Counsel for Miller Motorcars Inc. Facsimile: (860) 240-6150

Counsel for 3 Columbus Circle, LLC, Bering Yachts, LLC, and ModSquad, Inc.

Bershtein, Volpe & McKeon P.C.

Counsel for 270 W. 39th St. Co LLC By:

Alan H. Martin, Esq.

Benjamin Gilbert, Esq.

Counsel to Agora Lab, Inc.

Counsel for Clayman Rosenberg Kirschner &

Ohtzar Shlomo Solomon Treasure LLC 24-05082 Anthem HealthChoice Assurance, Inc. dba Empire Blue Cross Blue Shield 24-05112

I hereby certify that on September 6, 2024, a copy of the foregoing was filed electronically and served by first class mail, postage prepaid and/or via email on anyone unable to accept electronic filing. Notice of this filing will be sent by e-mail to all parties by operation of the Court's electronic filing system or by First Class mail to anyone unable to accept electronic filing as indicated on the Notice of Electronic Filing. Parties may access this filing through the Court's CM/ECF System.