Guo Wengui / Miles Guo — bankruptcy case · ORDER · ECF #3884

# **UNITED STATES BANKRUPTCY COURT DISTRICT OF CONNECTICUT BRIDGEPORT DIVISION**

| ------------------------------------------------------ | x | | |---------------------------------------------------------|-------------|-------------------------| | In re: | :<br>: | Chapter 11 | | HO WAN KWOK, et al., | :<br>: | Case No. 22-50073 (JAM) | | Debtors.1 | :<br>:<br>: | (Jointly Administered) | | ------------------------------------------------------x | | |

# **MOTION OF CHAPTER 11 TRUSTEE FOR ENTRY OF ORDER AMENDING ORDER GRANTING APPLICATION OF CHAPTER 11 TRUSTEE FOR ENTRY OF ORDER, PURSUANT TO BANKRUPTCY CODE SECTIONS 327 AND 330, BANKRUPTCY RULES 2014 AND 2016, AND LOCAL BANKRUPTCY RULES 2014-1 AND 2016-1, AUTHORIZING AND APPROVING RETENTION AND EMPLOYMENT OF PALLAS PARTNERS LLP AS SOLICITORS IN UNITED KINGDOM**

Mr. Luc A. Despins, in his capacity as the Chapter 11 Trustee (the "Chapter 11 Trustee") appointed in the above-captioned chapter 11 case (the "Chapter 11 Case") of Ho Wan Kwok (the "Debtor"), files this motion (the "Motion"), pursuant to sections 327 and 330 of title 11 of the United States Code (the "Bankruptcy Code"), Rule 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rule 2014-1 of the Local Bankruptcy Rules for the District of Connecticut (the "Local Rules"), requesting entry of an order, substantially in the form attached hereto as **Exhibit A** (the "Proposed Order"), amending the *Order Granting Application of Chapter 11 Trustee For Entry of Order, Pursuant to Bankruptcy Code Sections 327, 328, and 330, Bankruptcy Rules 2014 and 2016, and Local Bankruptcy Rules 2014-1 and 2016-1, Authorizing and Approving Retention and Employment of Pallas Partners LLP as*

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 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).

*Solicitors in United Kingdom* [Docket No. 1596] to reflect the terms in the supplemental engagement agreement attached hereto as **Exhibit B** (the "Supplemental Engagement Agreement").2 In support of this Motion, the Trustee respectfully states as follows.

## **JURISDICTION, VENUE, AND STATUTORY BASES**

1. The United States Bankruptcy Court for the District of Connecticut (the "Court") has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the *Standing Order of Reference* from the United States District Court for the District of Connecticut. This is a core proceeding within the meaning of 28 U.S.C. § 157(b).

2. Venue in this District is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

3. The bases for the relief requested herein are sections 327 and 330 of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Rule 2014-1.

## **BACKGROUND**

4. On February 15, 2022 (the "Petition Date"), the Debtor filed with the Court a voluntary petition for relief under chapter 11 of the Bankruptcy Code.

5. On March 21, 2022, the United States Trustee appointed an Official Committee of Unsecured Creditors (the "Committee") in the Debtor's Chapter 11 Case.

6. On June 15, 2022, the Court entered a memorandum of decision and order [Docket No. 465] (the "Trustee Order") directing the United States Trustee to appoint a chapter 11 trustee in the Chapter 11 Case. Pursuant to the Trustee Order, the United States Trustee selected Luc A. Despins as the Chapter 11 Trustee [Docket No. 514].

7. On July 8, 2022, the Court entered an order granting the appointment of Luc A. Despins as the Chapter 11 Trustee in the Chapter 11 Case [Docket No. 523].

² Capitalized terms used but not otherwise defined herein have the meanings set forth in the Supplemental Engagement Agreement.

8. On March 2, 2023, the Trustee filed his *Application of Chapter 11 Trustee for Entry of Order, Pursuant to Bankruptcy Code Sections 327, 328, and 330, Bankruptcy Rules 2014 and 2016, and Local Bankruptcy Rules 2014-1 and 2016-1, Authorizing and Approving Retention and Employment of Pallas Partners LLP as Solicitors in United Kingdom* [Docket No. 1496] (the "Pallas Retention Application").

9. On March 24, 2023, the Court entered its *Order Granting Application of Chapter 11 Trustee For Entry of Order, Pursuant to Bankruptcy Code Sections 327, 328, and 330, Bankruptcy Rules 2014 and 2016, and Local Bankruptcy Rules 2014-1 and 2016-1, Authorizing and Approving Retention and Employment of Pallas Partners LLP as Solicitors in United Kingdom* [Docket No. 1596] (the "Pallas Retention Order") authorizing the retention of Pallas Partners LLP ("Pallas") as the Trustee's solicitors in connection with the Debtor's estate's litigation against UBS AG (the "UBS Action").

10. On November 25, 2024, the Trustee filed his *Application of Chapter 11 Trustee for Entry of Order, Pursuant to Bankruptcy Code Sections 327 and 330, Bankruptcy Rules 2014 and 2016, and Local Bankruptcy Rules 2014-1 and 2016-1, Authorizing and Approving Retention and Employment of Peter Shaw as Barrister in United Kingdom* [Docket No. 3849] (the "Shaw Retention Application"), requesting authorization to retain Peter Shaw as a barrister in the United Kingdom in connection with the Trustee's litigation in the UK courts in connection with the administration proceeding of Hamilton Capital Holdings Limited (the "HCHL Administration") and other litigation matters in the UK. By order dated December 11, 2024 [Docket no. 3872], the Court granted the Shaw Retention Application.

## **RELIEF REQUESTED**

11. The Trustee requests authorization to expand Pallas' retention to assist the Trustee on all UK law matters relating to the HCHL Administration, in accordance with the terms of the Supplemental Engagement Agreement attached hereto as **Exhibit 1**, as well as such other UK law matters as may be agreed to between the Trustee and Pallas (subject to the terms of Pallas Retention Order).

## **BASIS FOR RELIEF**

12. The Trustee submits that it is in the best interest of its estate to expand the scope of Pallas' retention as solicitors in the United Kingdom to assist the Trustee in exercising the full scope of the Trustee's actions in the United Kingdom, including as it relates to the HCHL Administration. Among other things, in that administration, the Trustee opposes an application brought by the administrators of Hamilton Capital Holdings Limited ("HCHL") seeking to vary a worldwide freezing order in order to sell an HCHL asset. As the Court is aware, the Trustee has filed an adversary proceeding seeking a ruling that, among other things, HCHL is the *alter ego* of the Debtor, such that all assets of HCHL are assets of this estate.

13. Pallas already serves as the Trustee's solicitors in the United Kingdom in connection with the UBS Action, and the Trustee requires the services of solicitors in additional matters in the United Kingdom to exercise all his responsibilities. Pallas will endeavor to avoid the duplication of efforts and provide services as efficiently as possible.

14. Accordingly, amending of the scope of employment of Pallas as the Chapter 11 Trustee's general solicitors in the United Kingdom, upon the terms set forth in the Supplemental Engagement Agreement and in the Proposed Order, is reasonable and in the best interest of the Debtor's estate. Moreover, the Trustee requests that the Court authorize Pallas' retention to

cover other UK law matters as may be agreed to between the Trustee and Pallas, subject to terms of the Pallas Retention Order. Doing so will avoid the expense of having to file supplemental motions if and when the Trustee requires Pallas' services on additional UK law matters. For the avoidance of doubt, Pallas will continue to file applications for compensation of professional services rendered and for reimbursement of expenses incurred in connection with its engagement by the Trustee (as expanded pursuant to the Supplemental Engagement Agreement and as it may be further expanded by agreement between Pallas and the Trustee) pursuant to sections 330 and 331 of the Bankruptcy Code, Bankruptcy Rule 2016, Local Bankruptcy Rule 2016-1, and any other applicable rules and orders with respect to this Chapter 11 Case)

## **NOTICE**

15. Notice of this Motion has been given to the United States Trustee, How Wan Kwok, the official committee of unsecured creditors in the chapter 11 case of Ho Wan Kwok, and, by electronic filing utilizing the Court's electronic filing ("CM/ECF") system, to all appearing parties who utilize the CM/ECF system.

[*Remainder of page intentionally left blank.*]

WHEREFORE, for the foregoing reasons, the Trustee requests that the Court enter an

Order, substantially in the form of the Proposed Order filed herewith, granting the Motion, and

order such other and further relief as the Court deems just and proper.

Dated: December 12, 2024 LUC A. DESPINS, New York, New York CHAPTER 11 TRUSTEE

By: */s/ G. Alexander Bongartz*

Luc A. Despins (admitted *pro hac vice*) G. Alexander Bongartz (admitted *pro hac vice*) PAUL HASTINGS LLP 200 Park Avenue New York, New York 10166 (212) 318-6079 lucdespins@paulhastings.com alexbongartz@paulhastings.com

*and*

Nicholas A. Bassett (admitted *pro hac vice*) PAUL HASTINGS LLP 2050 M Street NW Washington, D.C., 20036 (202) 551-1902 nicholasbassett@paulhastings.com

*and*

Douglas S. Skalka (ct00616) Patrick R. Linsey (ct29437) NEUBERT, PEPE & MONTEITH, P.C. 195 Church Street, 13th Floor New Haven, Connecticut 06510 (203) 781-2847 dskalka@npmlaw.com plinsey@npmlaw.com

*Counsel for Chapter 11 Trustee*

Case 22-50073 Doc 3884 Filed 12/12/24 Entered 12/12/24 16:58:03 Page 7 of 14

# **EXHIBIT A**

**Proposed Order**

# **UNITED STATES BANKRUPTCY COURT DISTRICT OF CONNECTICUT BRIDGEPORT DIVISION**

| ------------------------------------------------------ | x | | |---------------------------------------------------------|-------------|-------------------------| | In re: | :<br>: | Chapter 11 | | HO WAN KWOK, et al.,1 | :<br>: | Case No. 22-50073 (JAM) | | Debtors. | :<br>:<br>: | (Jointly Administered) | | ------------------------------------------------------x | | |

# **[PROPOSED] ORDER AMENDING ORDER GRANTING APPLICATION OF CHAPTER 11 TRUSTEE FOR ENTRY OF ORDER, PURSUANT TO BANKRUPTCY CODE SECTIONS 327 AND 330, BANKRUPTCY RULES 2014 AND 2016, AND LOCAL BANKRUPTCY RULES 2014-1 AND 2016-1, AUTHORIZING AND APPROVING RETENTION AND EMPLOYMENT OF PALLAS PARTNERS LLP AS SOLICITORS IN UNITED KINGDOM**

Upon the motion (the "Motion")2 of Mr. Luc A. Despins, in his capacity as the Chapter

11 Trustee (the "Chapter 11 Trustee") appointed in the above-captioned chapter 11 case (the "Chapter 11 Case") of Ho Wan Kwok (the "Debtor"), pursuant to sections 327 and 330 of title 11 of the United States Code (the "Bankruptcy Code"), Rule 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rule 2014-1 of the Local Bankruptcy Rules for the District of Connecticut (the "Local Rules"), for entry of an order (this "Order") amending the Pallas Retention Order to reflect the Supplemental Engagement Agreement; and the Court having reviewed the Motion and having considered the statements of counsel before the Court at a hearing held on \_\_\_\_\_, 2024; and the Court having found that (a)

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 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).

² Capitalized terms used but not otherwise defined herein have the meanings set forth in the Motion.

the Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; (b) this is a core proceeding pursuant to 28 U.S.C. § 157(b); (c) venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and (d) good and sufficient notice of the Motion having been given; and no other or further notice being required; and the Court having determined that the relief sought in the Motion is in the best interest of the Debtor's estate, its creditors, and all parties in interest, therefor;

## IT IS HEREBY ORDERED THAT:

1. The Motion is approved as set forth in this Order.

2. The Trustee's retention of Pallas is expanded to include all UK law matters related to the HCHL Administration, in accordance with the terms of the Supplemental Engagement Agreement, and such other UK law matters as may be agreed to between the Trustee and Pallas (subject to the terms of Pallas Retention Order).

3. Except as otherwise set forth in this Order, the Pallas Retention Order remains in full force and effect.

4. Pallas will file applications for compensation of professional services rendered and for reimbursement of expenses incurred in connection with its engagement by the Trustee (as expanded pursuant to the Supplemental Engagement Agreement and as it may be further expanded by agreement between Pallas and the Trustee) pursuant to sections 330 and 331 of the Bankruptcy Code, Bankruptcy Rule 2016, Local Bankruptcy Rule 2016-1, and any other applicable rules and orders with respect to this Chapter 11 Case.

5. The Trustee and Pallas are authorized and empowered to take all actions necessary to effectuate the relief granted in this Order.

6. In the event of any conflict between this Order and the Supplemental Engagement Agreement, this Order shall control.

7. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry.

8. This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order.

# **EXHIBIT B**

**Supplemental Engagement Agreement**


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# **UNITED STATES BANKRUPTCY COURT DISTRICT OF CONNECTICUT BRIDGEPORT DIVISION**

| ------------------------------------------------------ | x | | |--------------------------------------------------------|-------------|-------------------------| | In re: | :<br>: | Chapter 11 | | HO WAN KWOK et al., | :<br>: | Case No. 22-50073 (JAM) | | Debtors.1 | :<br>:<br>: | Jointly Administered | | ------------------------------------------------------ | x | |

## **CERTIFICATE OF SERVICE**

The undersigned hereby certifies that on the date hereof, the foregoing Motion, and all attachments thereto, was electronically filed. Notice of this filing was sent by e-mail to all parties to the above-captioned chapter 11 case by operation of the Court's electronic filing ("CM/ECF") system or by 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.

Dated: December 12, 2024 LUC A. DESPINS,

New York, New York CHAPTER 11 TRUSTEE

By: */s/ G. Alexander Bongartz*

G. Alexander Bongartz (admitted *pro hac vice*) PAUL HASTINGS LLP 200 Park Avenue New York, New York 10166 (212) 318-6079 lucdespins@paulhastings.com alexbongartz@paulhastings.com

*Counsel for Chapter 11 Trustee*

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 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).