Guo Wengui / Miles Guo — bankruptcy case · JUDGMENT · ECF #3803-2

## **EXHIBIT 2**

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 3803-2 Filed 11/08/24 Entered 11/08/24 16:44:45 Page 2 of 5

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| 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.<br>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.<br>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:<br>It would depend, you know, if the | | 12 | transfer was made before or after.<br>It would depend if the | | 13 | transfer was made -- | | 14 | THE COURT:<br>It would depend, wouldn't it?<br>That's | | 15 | a fact.<br>Isn't it a fact? | | 16 | MR. GOLDSTEIN:<br>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.<br>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:<br>I don't understand that argument at | | 25 | all. | | | |

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

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| 1 | THE COURT:<br>It happens all the time.<br>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.<br>Every creditor's lawyer knows that.<br>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.<br>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:<br>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:<br>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:<br>And not only the corporate forms | | 23 | being disregarded, but they would now be under the auspices | | 24 | of Title 11 as a debtor.<br>So if I -- | | 25 | THE COURT:<br>Well, that's the only way these | | | |