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International Bankruptcy, Restructuring, True Crime and Appeals - Court Audio Recording Podcast
1UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF TEXASHOUSTON DIVISIONIn re:INTRUM AB, et al.,1Debtors.Chapter 11Case No. 24-90575 (CML)(Jointly Administered)NOTICE OF APPEALPursuant to 28 U.S.C. § 158(a) and Federal Rules of Bankruptcy Procedure 8002 and 8003,notice is hereby given that the Ad Hoc Committee of holders of 2025 notes issued by Intrum AB(the “AHC”) hereby appeals to the United States District Court for the Southern District of Texasfrom (i) the Order Denying Motion of the Ad Hoc Committee of Holders of Intrum AB Notes Due2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. § 1112(b) and Federal Rule ofBankruptcy Procedure 1017(f)(1) (ECF No. 262) (the “Motion to Dismiss Order”) and (ii) theOrder (I) Approving Disclosure Statement and (II) Confirming Joint Prepackaged Chapter 11Plan of Intrum AB and Its Affiliated Debtor (Further Technical Modifications) (ECF No. 263) (the“Confirmation Order”). A copy of the Motion to Dismiss Order is attached as Exhibit A and acopy of the Confirmation Order is attached as Exhibit B. Additionally, the transcript of theBankruptcy Court's oral ruling accompanying the Motion to Dismiss Order and ConfirmationOrder (ECF No. 275) is attached as Exhibit C.Below are the names of all parties to this appeal and their respective counsel:1 The Debtors in these Chapter 11 Cases are Intrum AB and Intrum AB of Texas LLC. The Debtors'service address in these Chapter 11 Cases is 801 Travis Street, Ste 2101, #1312, Houston, TX 77002.Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 1 of 62I. APPELLANTA. Name of Appellant:The members of the AHC include:Boundary Creek Master Fund LP; CF INT Holdings Designated Activity Company; CaiusCapital Master Fund; Diameter Master Fund LP; Diameter Dislocation Master Fund II LP; FirTree Credit Opportunity Master Fund, LP; MAP 204 Segregated Portfolio, a segregated portfolioof LMA SPC; Star V Partners LLC; and TQ Master Fund LP.Attorneys for the AHC:QUINN EMANUEL URQUHART & SULLIVAN, LLPChristopher D. Porter (SBN 24070437)Joanna D. Caytas (SBN 24127230)Melanie A. Guzman (SBN 24117175)Cameron M. Kelly (SBN 24120936)700 Louisiana Street, Suite 3900Houston, TX 77002Telephone: (713) 221-7000Facsimile: (713) 221-7100Email: chrisporter@quinnemanuel.comjoannacaytas@quinnemanuel.commelanieguzman@quinnemanuel.comcameronkelly@quinnemanuel.com-and-Benjamin I. Finestone (admitted pro hac vice)Sascha N. Rand (admitted pro hac vice)Katherine A. Scherling (admitted pro hac vice)295 5th AvenueNew York, New York 10016Telephone: (212) 849-7000Facsimile: (212) 849-7100Email: benjaminfinestone@quinnemanuel.comsascharand@quinnemanuel.comkatescherling@quinnemanuel.comB. Positions of appellant in the adversary proceeding or bankruptcy case that isthe subject of this appeal:CreditorsCase 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 2 of 63II. THE SUBJECT OF THIS APPEALA. Judgment, order, or decree appealed from:The Order Denying Motion of the Ad Hoc Committee of Holders of Intrum AB Notes Due2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. § 1112(b) and Federal Rule ofBankruptcy Procedure 1017(f)(1) (ECF No. 262); the Order (I) Approving Disclosure Statementand (II) Confirming Joint Prepackaged Chapter 11 Plan of Intrum AB and Its Affiliated Debtor(Further Technical Modifications) (ECF No. 263); and the December 31, 2024 Transcript of OralRuling Before the Honorable Christopher M. Lopez United States Bankruptcy Court Judge (ECFNo. 275).B. The date on which the judgment, order, or decree was entered:The Motion to Dismiss Order and the Confirmation Order were entered on December 31,2024. The Court issued its oral ruling accompanying the Motion to Dismiss Order and theConfirmation Order on December 31, 2024.III. OTHER PARTIES TO THIS APPEALIntrum AB and Intrum AB of Texas LLCMILBANK LLPDennis F. Dunne (admitted pro hac vice)Jaimie Fedell (admitted pro hac vice)55 Hudson YardsNew York, NY 10001Telephone: (212) 530-5000Facsimile: (212) 530-5219Email: ddunne@milbank.comjfedell@milbank.com–and–Andrew M. Leblanc (admitted pro hac vice)Melanie Westover Yanez (admitted pro hac vice)1850 K Street, NW, Suite 1100Washington, DC 20006Telephone: (202) 835-7500Facsimile: (202) 263-7586Email: aleblanc@milbank.commwyanez@milbank.com–and–PORTER HEDGES LLPJohn F. Higgins (SBN 09597500)Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 3 of 64Eric D. Wade (SBN 00794802)M. Shane Johnson (SBN 24083263)1000 Main Street, 36th FloorHouston TX 77002Telephone: (713) 226-6000Facsimile: (713) 226-6248Email: jhiggins@porterhedges.comewade@porterhedges.comsjohnson@porterhedges.comIV. OTHER PARTIES THAT MAY HAVE AN INTEREST IN THIS APPEALThe following chart lists certain parties that are not parties to this appeal, but that may havean interest in the outcome of the case. These parties should be served with notice of this appealby the Debtors who are aware of their identities and best positioned to provide notice.All Other Creditors of the Debtors, Including, But Not Limited To:• Certain funds and accounts managed by BlackRock Investment Management (UK)Limited or its affiliates;• Capital Four;• Davidson Kempner European Partners, LLP;• Intermediate Capital Managers Limited;• Mandatum Asset Management Ltd;• H.I.G. Capital, LLC;• Spiltan Hograntefond; Spiltan Rantefond Sverige; and Spiltan Aktiefond Stabil;• The RCF SteerCo Group;• Swedbank AB (publ).Any Holder of Stock of the Debtors• Any holder of stock of the Debtors, including their successors and assigns.Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 4 of 65Respectfully submitted this 13th day of January, 2025.QUINN EMANUEL URQUHART &SULLIVAN, LLP/s/ Christopher D. PorterChristopher D. Porter (SBN 24070437)Joanna D. Caytas (SBN 24127230)Melanie A. Guzman (SBN 24117175)Cameron M. Kelly (SBN 24120936)700 Louisiana Street, Suite 3900Houston, TX 77002Telephone: (713) 221-7000Facsimile: (713) 221-7100Email: chrisporter@quinnemanuel.comjoannacaytas@quinnemanuel.commelanieguzman@quinnemanuel.comcameronkelly@quinnemanuel.com-and-Benjamin I. Finestone (admitted pro hac vice)Sascha N. Rand (admitted pro hac vice)Katherine A. Scherling (admitted pro hac vice)295 5th AvenueNew York, New York 10016Telephone: (212) 849-7000Facsimile: (212) 849-7100Email: benjaminfinestone@quinnemanuel.comsascharand@quinnemanuel.comkatescherling@quinnemanuel.comCOUNSEL FOR THE AD HOC COMMITTEE OFINTRUM AB 2025 NOTEHOLDERSCase 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 5 of 6CERTIFICATE OF SERVICEI, Christopher D. Porter, hereby certify that on the 13th day of January, 2025, a copy ofthe foregoing document has been served via the Electronic Case Filing System for the UnitedStates Bankruptcy Court for the Southern District of Texas./s/ Christopher D. PorterBy: Christopher D. PorterCase 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 6 of 6EXHIBIT ACase 24-90575 Document 296-1 Filed in TXSB on 01/13/25 Page 1 of 31IN THE UNITED STATES BANKRUPTCY COURTFOR THE SOUTHERN DISTRICT OF TEXASHOUSTON DIVISION)In re: ) Chapter 11)Intrum AB, et al.,1 ) Case No. 24-90575 (CML)))Jointly AdministeredDebtors. ))ORDER DENYING MOTION OF THE AD HOCCOMMITTEE OF HOLDERS OF INTRUM AB NOTES DUE 2025TO DISMISS CHAPTER 11 CASES PURSUANT TO 11 U.S.C. § 1112(B) ANDFEDERAL RULE OF BANKRUPTCY PROCEDURE 1017(F)(1)(Related to Docket No. 27)This matter, having come before the Court upon the Motion of the Ad Hoc Committee ofHolders of Intrum AB Notes Due 2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. §1112(b) and Federal Rule of Bankruptcy Procedure 1017(f)(1) [Docket No. 27] (the “Motion toDismiss”); and this Court having considered the Debtors' Objection to the Motion of the Ad HocCommittee of Holders of Intrum AB Notes Due 2025 to Dismiss Chapter 11 Cases Pursuant to 11U.S.C. § 1112(b) and Federal Rule of Bankruptcy Procedure 1017(f)(1) (the “Objection”) andany other responses or objections to the Motion to Dismiss; and this Court having jurisdiction overthis matter pursuant to 28 U.S.C. § 1334 and the Amended Standing Order; and this Court havingfound that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and this Court having foundthat it may enter a final order consistent with Article III of the United States Constitution; and thisCourt having found that the relief requested in the Objection is in the best interests of the Debtors'1 The Debtors in these Chapter 11 Cases are Intrum AB and Intrum AB of Texas LLC. The Debtors' serviceaddress in these Chapter 11 Cases is 801 Travis Street, STE 2101, #1312, Houston, TX 77002.United States Bankruptcy CourtSouthern District of TexasENTEREDDecember 31, 2024Nathan Ochsner, ClerkCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29662-1 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 2 o of f2 32estates; and this Court having found that the Debtors' notice of the Objection and opportunity fora hearing on the Motion to Dismiss and Objection were appropriate and no other notice need beprovided; and this Court having reviewed the Motion to Dismiss and Objection and havingheard the statements in support of the relief requested therein at a hearing before this Court; andthis Court having determined that the legal and factual bases set forth in the Objectionestablish just cause for the relief granted herein; and upon all of the proceedings had beforethis Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBYORDERED THAT:1. The Motion to Dismiss is Denied for the reasons stated at the December 31, 2024 hearing.2. This Court retains exclusive jurisdiction and exclusive venue with respect to allmatters arising from or related to the implementation, interpretation, and enforcement of this Order.DAeucegmubste 0r 23,1 2, 0210294CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29662-1 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 3 o of f2 3EXHIBIT BCase 24-90575 Document 296-2 Filed in TXSB on 01/13/25 Page 1 of 135IN THE UNITED STATES BANKRUPTCY COURTFOR THE SOUTHERN DISTRICT OF TEXASHOUSTON DIVISION)In re: ) Chapter 11)Intrum AB et al.,1 ) Case No. 24-90575 (CML)))(Jointly Administered)Debtors. ))ORDER (I) APPROVINGDISCLOSURE STATEMENT AND(II) CONFIRMING JOINT PREPACKAGED CHAPTER 11PLAN OF INTRUM AB AND ITS AFFILIATEDDEBTOR (FURTHER TECHNICAL MODIFICATIONS)The above-captioned debtors and debtors in possession (collectively, the“Debtors”), having:a. entered into that certain Lock-Up Agreement, dated as of July 10, 2024 (asamended and restated on August 15, 2024, and as further modified,supplemented, or otherwise amended from time to time in accordance with itsterms, the “the Lock-Up Agreement”) and that certain Backstop Agreement,dated as of July 10, 2024, (as amended and restated on November 15, 2024 andas further modified, supplemented, or otherwise amended from time to time inaccordance with its terms), setting out the terms of the backstop commitmentsprovided by the Backstop Providers to backstop the entirety of the issuance ofNew Money Notes (as may be further amended, restated, amended and restated,modified or supplemented from time to time in accordance with the termsthereof, the “Backstop Agreement”) which set forth the terms of a consensualfinancial restructuring of the Debtors;b. commenced, on October 17, 2024, a prepetition solicitation (the “Solicitation”)of votes on the Joint Prepackaged Chapter 11 Plan of Reorganization of IntrumAB and its Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code (asthe same may be further amended, modified and supplemented from time totime, the “Plan”), by causing the transmittal, through their solicitation andballoting agent, Kroll Restructuring Administration LLC (“Kroll”), to theholders of Claims entitled to vote on the Plan of, among other things: (i) the1 The Debtors in these chapter 11 cases are Intrum AB and Intrum AB of Texas LLC. The Debtors' serviceaddress in these chapter 11 cases is 801 Travis Street, STE 2102, #1312, Houston, TX 77002.United States Bankruptcy CourtSouthern District of TexasENTEREDDecember 31, 2024Nathan Ochsner, ClerkCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 2 o of f1 133452Plan, (ii) the Disclosure Statement for Joint Prepackaged Chapter 11 Plan ofReorganization of Intrum AB and its Debtor Affiliate (as the same may befurther amended, modified and supplemented from time to time, the“Disclosure Statement”), and (iii) the Ballots and Master Ballot to vote on thePlan (the “Ballots”), (iv) the Affidavit of Service of Solicitation Materials[Docket No. 7];c. commenced on November 15, 2024 (the “Petition Date”), these chapter 11 cases(these “Chapter 11 Cases”) by filing voluntary petitions in the United StatesBankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”or the “Court”) for relief under chapter 11 of title 11 of the United States Code(the “Bankruptcy Code”);d. Filed on November 15, 2024, the Affidavit of Service of Solicitation Materials[Docket No. 7] (the “Solicitation Affidavit”);e. Filed, on November 16, 2024 the Joint Prepackaged Chapter 11 Plan ofReorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11of the Bankruptcy Code (Technical Modifications) [Docket No. 16] and theDisclosure Statement for Joint Prepackaged Chapter 11 Plan of Intrum AB andits Debtor Affiliate [Docket No. 17];f. Filed on November 16, 2024, the Declaration of Andrés Rubio in Support of ofthe Debtors' Chapter 11 Petitions and First Day Motions [Docket No. 14] (the“First Day Declaration”);g. Filed on November 17, 2024, the Declaration of Alex Orchowski of KrollRestructuring Administration LLC Regarding the Solicitation of Votes andTabulation of Ballots Case on the Joint Prepackaged Chapter 11 Plan ofReorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11of the Bankruptcy Code [Docket No. 18] (the “Voting Declaration,” andtogether with the Plan, the Disclosure Statement, the Ballots, and theSolicitation Affidavit, the “Solicitation Materials”);h. obtained, on November 19, 2024, the Order(I) Scheduling a Combined Hearingon (A) Adequacy of the Disclosure Statement and (B) Confirmation of the Plan,(II) Approving Solicitation Procedures and Form and Manner of Notice ofCommencement, Combined Hearing, and Objection Deadline, (III) FixingDeadline to Object to Disclosure Statement and Plan, (IV) Conditionally (A)Directing the United States Trustee Not to Convene Section 341 Meeting ofCreditors and (B) Waiving Requirement to File Statements of Financial Affairsand Schedules of Assets and Liabilities, and (V) Granting Related Relief[Docket No. 71] (the “Scheduling Order”), which, among other things: (i)approved the prepetition solicitation and voting procedures, including theConfirmation Schedule (as defined therein); (ii) conditionally approved theDisclosure Statement and its use in the Solicitation; and (iii) scheduled theCombined Hearing on December 16, 2024, at 1:00 p.m. (prevailing CentralCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 3 o of f1 133453Time) to consider the final approval of the Disclosure Statement and theconfirmation of the Plan (the “Combined Hearing”);i. served, through Kroll, on November 20, 2025, on all known holders of Claimsand Interests, the U.S. Trustee and certain other parties in interest, the Noticeof: (I) Commencement of Chapter 11 Bankruptcy Cases; (II) Hearing on theDisclosure Statement and Confirmation of the Plan, and (III) Certain ObjectionDeadlines (the “Combined Hearing Notice”) as evidence by the Affidavit ofService [Docket No. 160];j. caused, on November 25 and 27, 2024, the Combined Hearing Notice to bepublished in the New York Times (national and international editions) and theFinancial Times (international edition), as evidenced by the Certificate ofPublication [Docket No. 148];k. Filed and served, on December 10, 2024, the Plan Supplement for the Debtors'Joint Prepackaged Chapter 11 Plan of Reorganization [Docket 165];l. Filed on December 10, 2024, the Declaration of Jeffrey Kopa in Support ofConfirmation of the Joint Prepackaged Plan of Reorganization of Intrum ABand its Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code [DocketNo. 155];m. Filed on December 14, 2024, the:i. Debtors' Memorandum of Law in Support of an Order: (I) Approving, on aFinal Basis, Adequacy of the Disclosure Statement; (II) Confirming theJoint Prepackaged Plan of Reorganization; and (III) Granting Related Relief[Docket No. 190] (the “Confirmation Brief”);ii. Declaration of Andrés Rubio in Support of Confirmation of the JointPrepackaged Plan of Reorganization of Intrum AB and its Debtor Affiliate.[Docket No. 189] (the “Confirmation Declaration”); andiii. Joint Prepackaged Chapter 11 Plan of Reorganization of Intrum AB and itsDebtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code (FurtherTechnical Modifications) [Docket No. 191];n. Filed on December 18, 2024, the Joint Prepackaged Chapter 11 Plan ofReorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11of the Bankruptcy Code (Further Technical Modifications) [Docket No. 223];CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 4 o of f1 133454WHEREAS, the Court having, among other things:a. set December 12, 2024, at 4:00 p.m. (prevailing Central Time) as the deadlinefor Filing objection to the adequacy of the Disclosure Statement and/orConfirmation2 of the Plan (the “Objection Deadline”);b. held, on December 16, 2024 at 1:00 p.m. (prevailing Central Time) [andcontinuing through December 17, 2024], the Combined Hearing;c. heard the statements, arguments, and any objections made at the CombinedHearing;d. reviewed the Disclosure Statement, the Plan, the Ballots, the Plan Supplement,the Confirmation Brief, the Confirmation Declaration, the SolicitationAffidavit, and the Voting Declaration;e. overruled (i) any and all objections to approval of the Disclosure Statement, thePlan, and Confirmation, except as otherwise stated or indicated on the record,and (ii) all statements and reservations of rights not consensually resolved orwithdrawn, unless otherwise indicated; andf. reviewed and taken judicial notice of all the papers and pleadings Filed(including any objections, statement, joinders, reservations of rights and otherresponses), all orders entered, and all evidence proffered or adduced and allarguments made at the hearings held before the Court during the pendency ofthese cases;NOW, THEREFORE, it appearing to the Bankruptcy Court that notice of theCombined Hearing and the opportunity for any party in interest to object to the DisclosureStatement and the Plan having been adequate and appropriate as to all parties affected or to beaffected by the Plan and the transactions contemplated thereby, and the legal and factual bases setforth in the documents Filed in support of approval of the Disclosure Statement and Confirmationand other evidence presented at the Combined Hearing establish just cause for the relief grantedherein; and after due deliberation thereon and good cause appearing therefor, the BankruptcyCourt makes and issues the following findings of fact and conclusions of law, and orders for thereasons stated on the record at the December 31, 2024 ruling on plan confirmation;2 Capitalized terms used but not otherwise defined herein have meanings given to them in the Plan and/or theDisclosure Statement. The rules of interpretation set forth in Article I.B of the Plan apply to this CombinedOrder.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 5 o of f1 133455I. FINDINGS OF FACT AND CONCLUSIONS OF LAWIT IS HEREBY FOUND AND DETERMINED THAT:A. Findings of Fact and Conclusions of Law.1. The findings and conclusions set forth herein and in the record of theCombined Hearing constitute the Bankruptcy Court's findings of fact and conclusions of law underRule 52 of the Federal Rules of Civil Procedure, as made applicable herein by Bankruptcy Rules7052 and 9014. To the extent any of the following conclusions of law constitute findings of fact,or vice versa, they are adopted as such.B. Jurisdiction, Venue, Core Proceeding.2. This Court has jurisdiction over these Chapter 11 Cases pursuant to28 U.S.C. § 1334. Venue of these proceedings and the Chapter 11 Cases in this district is properpursuant to 28 U.S.C. §§ 1408 and 1409. This is a core proceeding pursuant to 28 U.S.C.§ 157(b)(2) and this Court may enter a final order hereon under Article III of the United StatesConstitution.C. Eligibility for Relief.3. The Debtors were and continue to be entities eligible for relief under section109 of the Bankruptcy Code and the Debtors were and continue to be proper proponents of thePlan under section 1121(a) of the Bankruptcy Code.D. Commencement and Joint Administration of the Chapter 11 Cases.4. On the Petition Date, the Debtors commenced the Chapter 11 Cases. OnNovember 18, 2024, the Court entered an order [Docket No. 51] authorizing the jointadministration of the Chapter 11 Case in accordance with Bankruptcy Rule 1015(b). The Debtorshave operated their businesses and managed their properties as debtors in possession pursuant toCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 6 o of f1 133456sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or statutory committeehas been appointed in these Chapter 11 Cases.E. Adequacy of the Disclosure Statement.5. The Disclosure Statement and the exhibits contained therein (i) containssufficient information of a kind necessary to satisfy the disclosure requirements of applicablenonbankruptcy laws, rules and regulations, including the Securities Act; and (ii) contains“adequate information” as such term is defined in section 1125(a)(1) and used in section1126(b)(2) of the Bankruptcy Code, with respect to the Debtors, the Plan and the transactionscontemplated therein. The Filing of the Disclosure Statement satisfied Bankruptcy Rule 3016(b).The injunction, release, and exculpation provisions in the Plan and the Disclosure Statementdescribe, in bold font and with specific and conspicuous language, all acts to be enjoined andidentify the Entities that will be subject to the injunction, thereby satisfying Bankruptcy Rule3016(c).F. Solicitation.6. As described in and evidenced by the Voting Declaration, the Solicitationand the transmittal and service of the Solicitation Materials were: (i) timely, adequate, appropriate,and sufficient under the circumstances; and (ii) in compliance with sections 1125(g) and 1126(b)of the Bankruptcy Code, Bankruptcy Rules 3017 and 3018, the applicable Local Bankruptcy Rules,the Scheduling Order and all applicable nonbankruptcy rules, laws, and regulations applicable tothe Solicitation, including the registration requirements under the Securities Act. The SolicitationMaterials, including the Ballots and the Opt Out Form (as defined below), adequately informedthe holders of Claims entitled to vote on the Plan of the procedures and deadline for completingand submitting the Ballots.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 7 o of f1 1334577. The Debtors served the Combined Hearing Notice on the entire creditormatrix and served the Opt Out Form on all Non-Voting Classes. The Combined Hearing Noticeadequately informed Holders of Claims or Interests of critical information regarding voting on (ifapplicable) and objecting to the Plan, including deadlines and the inclusion of release, exculpation,and injunction provisions in the Plan, and adequately summarized the terms of the Third-PartyRelease. Further, because the form enabling stakeholders to opt out of the Third-Party Release (the“Opt Out Form”) was included in both the Ballots and the Opt Out Form, every known stakeholder,including unimpaired creditors was provided with the means by which the stakeholders could optout of the Third-Party Release. No further notice is required. The period for voting on the Planprovided a reasonable and sufficient period of time and the manner of such solicitation was anappropriate process allowing for such holders to make an informed decision.G. Tabulation.8. As described in and evidenced by the Voting Declaration, (i) the holders ofClaims in Class 3 (RCF Claims) and Class 5 (Notes Claims) are Impaired under the Plan(collectively, the “Voting Classes”) and have voted to accept the Plan in the numbers and amountsrequired by section 1126 of the Bankruptcy Code, and (ii) no Class that was entitled to vote on thePlan voted to reject the Plan. All procedures used to tabulate the votes on the Plan were in goodfaith, fair, reasonable, and conducted in accordance with the applicable provisions of theBankruptcy Code, the Bankruptcy Rules, the Local Rules, the Disclosure Statement, theScheduling Order, and all other applicable nonbankruptcy laws, rules, and regulations.H. Plan Supplement.9. On December 10, 2024, the Debtors Filed the Plan Supplement with theCourt. The Plan Supplement (including as subsequently modified, supplemented, or otherwiseCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 8 o of f1 133458amended pursuant to a filing with the Court), complies with the terms of the Plan, and the Debtorsprovided good and proper notice of the filing in accordance with the Bankruptcy Code, theBankruptcy Rules, the Scheduling Order, and the facts and circumstances of the Chapter 11 Cases.All documents included in the Plan Supplement are integral to, part of, and incorporated byreference into the Plan. No other or further notice is or will be required with respect to the PlanSupplement. Subject to the terms of the Plan and the Lock-Up Agreement, and only consistenttherewith, the Debtors reserve the right to alter, amend, update, or modify the Plan Supplementand any of the documents contained therein or related thereto, in accordance with the Plan, on orbefore the Effective Date.I. Modifications to the Plan.10. Pursuant to section 1127 of the Bankruptcy Code, the modifications to thePlan described or set forth in this Combined Order constitute technical or clarifying changes,changes with respect to particular Claims by agreement with holders of such Claims, ormodifications that do not otherwise materially and adversely affect or change the treatment of anyother Claim or Interest under the Plan. These modifications are consistent with the disclosurespreviously made pursuant to the Disclosure Statement and Solicitation Materials, and notice ofthese modifications was adequate and appropriate under the facts and circumstances of the Chapter11 Cases. In accordance with Bankruptcy Rule 3019, these modifications do not require additionaldisclosure under section 1125 of the Bankruptcy Code or the resolicitation of votes under section1126 of the Bankruptcy Code, and they do not require that holders of Claims or Interests beafforded an opportunity to change previously cast acceptances or rejections of the Plan.Accordingly, the Plan is properly before this Court and all votes cast with respect to the Plan priorto such modification shall be binding and shall apply with respect to the Plan.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 9 o of f1 133459J. Objections Overruled.11. Any resolution or disposition of objections to Confirmation explained orotherwise ruled upon by the Court on the record at the Confirmation Hearing is herebyincorporated by reference. All unresolved objections, statements, joinders, informal objections,and reservations of rights are hereby overruled on the merits.K. Burden of Proof.12. The Debtors, as proponents of the Plan, have met their burden of provingthe elements of sections 1129(a) and 1129(b) of the Bankruptcy Code by a preponderance of theevidence, the applicable evidentiary standard for Confirmation. Further, the Debtors have proventhe elements of sections 1129(a) and 1129(b) by clear and convincing evidence. Each witness whotestified on behalf of the Debtors in connection with the Confirmation Hearing was credible,reliable, and qualified to testify as to the topics addressed in his testimony.L. Compliance with the Requirements of Section 1129 of the BankruptcyCode.13. The Plan complies with all applicable provisions of section 1129 of theBankruptcy Code as follows:a. Section 1129(a)(1) – Compliance of the Plan with Applicable Provisions of theBankruptcy Code.14. The Plan complies with all applicable provisions of the Bankruptcy Code,including sections 1122 and 1123, as required by section 1129(a)(1) of the Bankruptcy Code.i. Section 1122 and 1123(a)(1) – Proper Classification.15. The classification of Claims and Interests under the Plan is proper under theBankruptcy Code. In accordance with sections 1122(a) and 1123(a)(1) of the Bankruptcy Code,Article III of the Plan provides for the separate classification of Claims and Interests at each Debtorinto Classes, based on differences in the legal nature or priority of such Claims and Interests (otherCaCsaes e2 42-49-09507557 5 D oDcoucmumenetn 2t 9266-32 FFiilleedd iinn TTXXSSBB oonn 1021//3113//2245 PPaaggee 91 0o fo 1f 3143510than Administrative Claims, Professional Fee Claims, and Priority Tax Claims, which areaddressed in Article II of the Plan and Unimpaired, and are not required to be designated asseparate Classes in accordance with section 1123(a)(1) of the Bankruptcy Code). Valid business,factual, and legal reasons exist for the separate classification of the various Classes of Claims andInterests created under the Plan, the classifications were not implemented for any improperpurpose, and the creation of such Classes does not unfairly discriminate between or among holdersof Claims or Interests.16. In accordance with section 1122(a) of the Bankruptcy Code, each Class ofClaims or Interests contains only Claims or Interests substantially similar to the other Claims orInterests within that Class. Accordingly, the Plan satisfies the requirements of sections 1122(a),1122(b), and 1123(a)(1) of the Bankruptcy Codeii. Section 1123(a)(2) – Specifications of Unimpaired Classes.17. Article III of the Plan specifies that Claims and Interests in the classesdeemed to accept the Plan are Unimpaired under the Plan. Holders of Intercompany Claims andIntercompany Interests are either Unimpaired and conclusively presumed to have accepted thePlan, or are Impaired and deemed to reject (the “Deemed Rejecting Classes”) the Plan, and, ineither event, are not entitled to vote to accept or reject the Plan. In addition, Article II of the Planspecifies that Administrative Claims and Priority Tax Claims are Unimpaired, although the Plandoes not classify these Claims. Accordingly, the Plan satisfies the requirements of section1123(a)(2) of the Bankruptcy Code.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 101 o of f1 1334511iii. Section 1123(a)(3) – Specification of Treatment of Voting Classes18. Article III.B of the Plan specifies the treatment of each Voting Class underthe Plan – namely, Class 3 and Class 5. Accordingly, the Plan satisfies the requirements of section1123(a)(3) of the Bankruptcy Code.iv. Section 1123(a)(4) – No Discrimination.19. Article III of the Plan provides the same treatment to each Claim or Interestin any particular Class, as the case may be, unless the holder of a particular Claim or Interest hasagreed to a less favorable treatment with respect to such Claim or Interest. Accordingly, the Plansatisfies the requirements of section 1123(a)(4) of the Bankruptcy Code.v. Section 1123(a)(5) – Adequate Means for Plan Implementation.20. The Plan and the various documents included in the Plan Supplementprovide adequate and proper means for the Plan's execution and implementation, including: (a)the general settlement of Claims and Interests; (b) the restructuring of the Debtors' balance sheetand other financial transactions provided for by the Plan; (c) the consummation of the transactionscontemplated by the Plan, the Lock-Up Agreement, the Restructuring Implementation Deed andthe Agreed Steps Plan and other documents Filed as part of the Plan Supplement; (d) the issuanceof Exchange Notes, the New Money Notes, and the Noteholder Ordinary Shares pursuant to thePlan; (e) the amendment of the Intercreditor Agreement; (f) the amendment of the FacilityAgreement; (g) the amendment of the Senior Secured Term Loan Agreement; (h) theconsummation of the Rights Offering in accordance with the Plan, Rights Offering Documentsand the Lock-Up Agreement; (i) the granting of all Liens and security interests granted orconfirmed (as applicable) pursuant to, or in connection with, the Facility Agreement, the ExchangeNotes Indenture, the New Money Notes Indenture, the amended Intercreditor Agreement and theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 112 o of f1 1334512Senior Secured Term Loan Agreement pursuant to the New Security Documents (including anyLiens and security interests granted or confirmed (as applicable) on the Reorganized Debtors'assets); (j) the vesting of the assets of the Debtors' Estates in the Reorganized Debtors; (k) theconsummation of the corporate reorganization contemplated by the Plan, the Lock-Up Agreement,the Agreed Steps Plan and the Master Reorganization Agreement (as defined in the RestructuringImplementation Deed); and (l) the execution, delivery, filing, or recording of all contracts,instruments, releases, and other agreements or documents in furtherance of the Plan. Accordingly,the Plan satisfies the requirements of section 1123(a)(5) of the Bankruptcy Codevi. Section 1123(a)(6) – Non-Voting Equity Securities.21. The Company's organizational documents in accordance with the SwedishCompanies Act, Ch. 4, Sec 5 and the Plan prohibit the issuance of non-voting securities as of theEffective Date to the extent required to comply with section 1123(a)(6) of the Bankruptcy Code.Accordingly, the Plan satisfies the requirements of section 1123(a)(6) of the Bankruptcy Code.vii. Section 1123(a)(7) – Directors, Officers, and Trustees.22. The manner of selection of any officer, director, or trustee (or any successorto and such officer, director, or trustee) of the Reorganized Debtors will be determined inaccordance with the existing organizational documents, which is consistent with the interests ofcreditors and equity holders and with public policy. Accordingly, the Plan satisfies therequirements of section 1123(a)(7) of the Bankruptcy Code.b. Section 1123(b) – Discretionary Contents of the Plan23. The Plan contains various provisions that may be construed as discretionarybut not necessary for Confirmation under the Bankruptcy Code. Any such discretionary provisionCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 123 o of f1 1334513complies with section 1123(b) of the Bankruptcy Code and is not inconsistent with the applicableprovisions of the Bankruptcy Code. Thus, the Plan satisfies section 1123(b).i. Section 1123(b)(1) – Impairment/Unimpairment of Any Class of Claims orInterests24. Article III of the Plan impairs or leaves unimpaired, as the case may be,each Class of Claims or Interests, as contemplated by section 1123(b)(1) of the Bankruptcy Code.ii. Section 1123(b)(2) – Assumption and Rejection of Executory Contracts andUnexpired Leases25. Article V of the Plan provides for the assumption of the Debtors' ExecutoryContracts and Unexpired Leases as of the Effective Date unless such Executory Contract orUnexpired Lease: (a) is identified on the Rejected Executory Contract and Unexpired Lease List;(b) has been previously rejected by a Final Order; (c) is the subject of a motion to reject ExecutoryContracts or Unexpired Leases that is pending on the Confirmation Date; or (4) is subject to amotion to reject an Executory Contract or Unexpired Lease pursuant to which the requestedeffective date of such rejection is after the Effective Date. Thus, the Plan satisfies section1123(b)(2).iii. Compromise and Settlement26. In accordance with section 1123(b)(3)(A) of the Bankruptcy Code andBankruptcy Rule 9019, and in consideration for the distributions and other benefits provided underthe Plan, the provisions of the Plan constitute a good-faith compromise of all Claims, Interests,and controversies relating to the contractual, legal, and subordination rights that all holders ofClaims or Interests may have with respect to any Allowed Claim or Interest or any distribution tobe made on account of such Allowed Claim or Interest. Such compromise and settlement is theproduct of extensive arm's-length, good faith negotiations that, in addition to the Plan, resulted inCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 134 o of f1 1334514the execution of the Lock-Up Agreement, which represents a fair and reasonable compromise ofall Claims, Interests, and controversies and entry into which represented a sound exercise of theDebtors' business judgment. Such compromise and settlement is fair, equitable, and reasonableand in the best interests of the Debtors and their Estates.27. The releases of the Debtors' directors and officers are an integral componentof the settlements and compromises embodied in the Plan. The Debtors' directors and officers: (a)made a substantial and valuable contribution to the Debtors' restructuring, including extensive preandpost-Petition Date negotiations with stakeholder groups, and ensured the uninterruptedoperation of the Debtors' businesses during the Chapter 11 Cases; (b) invested significant timeand effort to make the restructuring a success and maximize the value of the Debtors' businessesin a challenging operating environment; (c) attended and, in certain instances, testified atdepositions and Court hearings; (d) attended and participated in numerous stakeholder meetings,management meetings, and board meetings related to the restructuring; (e) are entitled toindemnification from the Debtors under applicable non-bankruptcy law, organizationaldocuments, and agreements; (f) invested significant time and effort in the preparation of the Lock-Up Agreement, the Plan, Disclosure Statement, all supporting analyses, and the numerous otherpleadings Filed in the Chapter 11 Cases, thereby ensuring the smooth administration of the Chapter11 Cases; and (g) are entitled to all other benefits under any employment contracts existing as ofthe Petition Date. Litigation by the Debtors or other Releasing Parties against the Debtors'directors and officers would be a distraction to the Debtors' business and restructuring and woulddecrease rather than increase the value of the estates. The releases of the Debtors' directors andofficers contained in the Plan have the consent of the Debtors and the Releasing Parties and are inthe best interests of the estates.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 145 o of f1 1334515iv. Debtor Release28. The releases of claims and Causes of Action by the Debtors, ReorganizedDebtors, and their Estates described in Article VIII.C of the Plan in accordance with section1123(b) of the Bankruptcy Code (the “Debtor Release”) represent a valid exercise of the Debtors'business judgment under Bankruptcy Rule 9019. The Debtors' or the Reorganized Debtors' pursuitof any such claims against the Released Parties is not in the best interests of the Estates' variousconstituencies because the costs involved would outweigh any potential benefit from pursuingsuch claims. The Debtor Release is fair and equitable and complies with the absolute priority rule.29. The Debtor Release is (a) an integral part of the Plan, and a component ofthe comprehensive settlement implemented under the Plan; (b) in exchange for the good andvaluable consideration provided by the Released Parties; (c) a good faith settlement andcompromise of the claims and Causes of Action released by the Debtor Release; (d) materiallybeneficial to, and in the best interests of, the Debtors, their Estates, and their stakeholders, and isimportant to the overall objectives of the Plan to finally resolve certain Claims among or againstcertain parties in interest in the Chapter 11 Cases; (e) fair, equitable, and reasonable; (f) given andmade after due notice and opportunity for hearing; and (g) a bar to any Debtor asserting any claimor Cause of Action released by the Debtor Release against any of the Released Parties. Theprobability of success in litigation with respect to the released claims and Causes of Action, whenweighed against the costs, supports the Debtor Release. With respect to each of these potentialCauses of Action, the parties could assert colorable defenses and the probability of success isuncertain. The Debtors' or the Reorganized Debtors' pursuit of any such claims or Causes ofAction against the Released Parties is not in the best interests of the Estates or the Debtors' variousCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 156 o of f1 1334516constituencies because the costs involved would likely outweigh any potential benefit frompursuing such claims or Causes of Action30. Holders of Claims and Interests entitled to vote have overwhelmingly votedin favor of the Plan, including the Debtor Release. The Plan, including the Debtor Release, wasnegotiated before and after the Petition Date by sophisticated parties represented by able counseland advisors, including the Consenting Creditors. The Debtor Release is therefore the result of ahard fought and arm's-length negotiation process conducted in good faith.31. The Debtor Release appropriately offers protection to parties thatparticipated in the Debtors' restructuring process, including the Consenting Creditors, whoseparticipation in the Chapter 11 Cases is critical to the Debtors' successful emergence frombankruptcy. Specifically, the Released Parties, including the Consenting Creditors, madesignificant concessions and contributions to the Chapter 11 Cases, including, entering into theLock-Up Agreement and related agreements, supporting the Plan and the Chapter 11 Cases, andwaiving or agreeing to impair substantial rights and Claims against the Debtors under the Plan (aspart of the compromises composing the settlement underlying the revised Plan) in order tofacilitate a consensual reorganization and the Debtors' emergence from chapter 11. The DebtorRelease for the Debtors' directors and officers is appropriate because the Debtors' directors andofficers share an identity of interest with the Debtors and, as previously stated, supported and madesubstantial contributions to the success of the Plan, the Chapter 11 Cases, and operation of theDebtors' business during the Chapter 11 Cases, actively participated in meetings, negotiations, andimplementation during the Chapter 11 Cases, and have provided other valuable consideration tothe Debtors to facilitate the Debtors' successful reorganization and continued operation.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 167 o of f1 133451732. The scope of the Debtor Release is appropriately tailored under the factsand circumstances of the Chapter 11 Cases. In light of, among other things, the value provided bythe Released Parties to the Debtors' Estates and the critical nature of the Debtor Release to thePlan, the Debtor Release is appropriate.v. Release by Holders of Claims and Interests33. The release by the Releasing Parties (the “Third-Party Release”), set forthin Article VIII.D of the Plan, is an essential provision of the Plan. The Third-Party Release is: (a)consensual as to those Releasing Parties that did not specifically and timely object or properly optout from the Third-Party Release; (b) within the jurisdiction of the Bankruptcy Court pursuant to28 U.S.C. § 1334; (c) in exchange for the good and valuable consideration provided by theReleased Parties; (d) a good faith settlement and compromise of the claims and Causes of Actionreleased by the Third-Party Release; (e) materially beneficial to, and in the best interests of, theDebtors, their Estates, and their stakeholders, and is important to the overall objectives of the Planto finally resolve certain Claims among or against certain parties in interest in the Chapter 11Cases; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity forhearing; (h) appropriately narrow in scope given that it expressly excludes, among other things,any Cause of Action that is judicially determined by a Final Order to have constituted actual fraud,willful misconduct, or gross negligence; (i) a bar to any of the Releasing Parties asserting anyclaim or Cause of Action released by the Third-Party Release against any of the Released Parties;and (j) consistent with sections 105, 524, 1123, 1129, and 1141 and other applicable provisions ofthe Bankruptcy Code.34. The Third-Party Release is an integral part of the agreement embodied inthe Plan among the relevant parties in interest. Like the Debtor Release, the Third-Party ReleaseCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 178 o of f1 1334518facilitated participation in both the Debtors' Plan and the chapter 11 process generally. The Third-Party Release is instrumental to the Plan and was critical in incentivizing parties to support thePlan and preventing significant and time-consuming litigation regarding the parties' respectiverights and interests. The Third-Party Release was a core negotiation point in connection with thePlan and instrumental in developing the Plan that maximized value for all of the Debtors'stakeholders and kept the Debtors intact as a going concern. As such, the Third-Party Releaseappropriately offers certain protections to parties who constructively participated in the Debtors'restructuring process—including the Consenting Creditors (as set forth above)—by, among otherthings, facilitating the negotiation and consummation of the Plan, supporting the Plan and, in thecase of the Backstop Providers, committing to provide new capital to facilitate the Debtors'emergence from chapter 11. Specifically, the Notes Ad Hoc Group proposed and negotiated thepari passu transaction that is the basis of the restructuring proposed under the Plan and provideda much-needed deleveraging to the Debtors' business while taking a discount on their Claims (inexchange for other consideration).35. Furthermore, the Third-Party Release is consensual as to all parties ininterest, including all Releasing Parties, and such parties in interest were provided notice of thechapter 11 proceedings, the Plan, the deadline to object to confirmation of the Plan, and theCombined Hearing and were properly informed that all holders of Claims against or Interests inthe Debtors that did not file an objection with the Court in the Chapter 11 Cases that included anexpress objection to the inclusion of such holder as a Releasing Party under the provisionscontained in Article VIII of the Plan would be deemed to have expressly, unconditionally,generally, individually, and collectively consented to the release and discharge of all claims andCauses of Action against the Debtors and the Released Parties. Additionally, the release provisionsCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 189 o of f1 1334519of the Plan were conspicuous, emphasized with boldface type in the Plan, the DisclosureStatement, the Ballots, and the applicable notices. Except as set forth in the Plan, all ReleasingParties were properly informed that unless they (a) checked the “opt out” box on the applicableBallot or opt-out form and returned the same in advance of the Voting Deadline, as applicable, or(b) timely Filed an objection to the releases contained in the Plan that was not resolved beforeentry of this Confirmation Order, they would be deemed to have expressly consented to the releaseof all Claims and Causes of Action against the Released Parties.36. The Ballots sent to all holders of Claims and Interests entitled to vote, aswell as the notice of the Combined Hearing sent to all known parties in interest (including thosenot entitled to vote on the Plan), unambiguously provided in bold letters that the Third-PartyRelease was contained in the Plan.37. The scope of the Third-Party Release is appropriately tailored under thefacts and circumstances of the Chapter 11 Cases, and parties in interest received due and adequatenotice of the Third-Party Release. Among other things, the Plan provides appropriate and specificdisclosure with respect to the claims and Causes of Action that are subject to the Third-PartyRelease, and no other disclosure is necessary. The Debtors, as evidenced by the VotingDeclaration and Certificate of Publication, including by providing actual notice to all knownparties in interest, including all known holders of Claims against, and Interests in, any Debtor andpublishing notice in international and national publications for the benefit of unknown parties ininterest, provided sufficient notice of the Third-Party Release, and no further or other notice isnecessary. The Third-Party Release is designed to provide finality for the Debtors, theReorganized Debtors and the Released Parties regarding the parties' respective obligations underthe Plan. For the avoidance of doubt, and notwithstanding anything to the contrary, anyparty who timely opted-out of the Third-Party Release is not bound by the Third-PartyRelease.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 290 o of f1 133452038. The Third-Party Release is specific in language, integral to the Plan, andgiven for substantial consideration. The Releasing Parties were given due and adequate notice ofthe Third-Party Release, and thus the Third-Party Release is consensual under controllingprecedent as to those Releasing Parties that did not specifically and timely object. In light of,among other things, the value provided by the Released Parties to the Debtors' Estates and theconsensual and critical nature of the Third-Party Release to the Plan, the Third-Party Release isappropriatevi. Exculpation.39. The exculpation described in Article VIII.E of the Plan (the “Exculpation”)is appropriate under applicable law, including In re Highland Capital Mgmt., L.P., 48 F. 4th 419(5th Cir. 2022), because it was supported by proper evidence, proposed in good faith, wasformulated following extensive good-faith, arm's-length negotiations with key constituents, and isappropriately limited in scope.40. No Entity or Person may commence or continue any action, employ anyprocess, or take any other act to pursue, collect, recover or offset any Claim, Interest, debt,obligation, or Cause of Action relating or reasonably likely to relate to any act or commission inconnection with, relating to, or arising out of a Covered Matter (including one that alleges theactual fraud, gross negligence, or willful misconduct of a Covered Entity), unless expresslyauthorized by the Bankruptcy Court after (1) it determines, after a notice and a hearing, such Claim,Interest, debt, obligation, or Cause of Action is colorable and (2) it specifically authorizes suchEntity or Person to bring such Claim or Cause of Action. The Bankruptcy Court shall have soleand exclusive jurisdiction to determine whether any such Claim, Interest, debt, obligation or Causeof Action is colorable and, only to the extent legally permissible and as provided for in Article XI,CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 201 o of f1 1334521shall have jurisdiction to adjudicate such underlying colorable Claim, Interest, debt, obligation, orCause of Action.vii. Injunction.41. The injunction provisions set forth in Article VIII.F of the Plan are essentialto the Plan and are necessary to implement the Plan and to preserve and enforce the discharge,Debtor Release, the Third-Party Release, and the Exculpation provisions in Article VIII of thePlan. The injunction provisions are appropriately tailored to achieve those purposes.viii. Preservation of Claims and Causes of Action.42. Article IV.L of the Plan appropriately provides for the preservation by theDebtors of certain Causes of Action in accordance with section 1123(b) of the Bankruptcy Code.Causes of Action not released by the Debtors or exculpated under the Plan will be retained by theReorganized Debtors as provided by the Plan. The Plan is sufficiently specific with respect to theCauses of Action to be retained by the Debtors, and the Plan and Plan Supplement providemeaningful disclosure with respect to the potential Causes of Action that the Debtors may retain,and all parties in interest received adequate notice with respect to such retained Causes of Action.The provisions regarding Causes of Action in the Plan are appropriate and in the best interests ofthe Debtors, their respective Estates, and holders of Claims or Interests. For the avoidance of anydoubt, Causes of Action released or exculpated under the Plan will not be retained by theReorganized Debtors.c. Section 1123(d) – Cure of Defaults43. Article V.D of the Plan provides for the satisfaction of Cure Claimsassociated with each Executory Contract and Unexpired Lease to be assumed in accordance withsection 365(b)(1) of the Bankruptcy Code. Any monetary defaults under each assumed ExecutoryCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 212 o of f1 1334522Contract or Unexpired Lease shall be satisfied, pursuant to section 365(b)(1) of the BankruptcyCode, by payment of the default amount in Cash on the Effective Date, subject to the limitationsdescribed in Article V.D of the Plan, or on such other terms as the parties to such ExecutoryContracts or Unexpired Leases may otherwise agree. Any Disputed Cure Amounts will bedetermined in accordance with the procedures set forth in Article V.D of the Plan, and applicablebankruptcy and nonbankruptcy law. As such, the Plan provides that the Debtors will Cure, orprovide adequate assurance that the Debtors will promptly Cure, defaults with respect to assumedExecutory Contracts and Unexpired Leases in accordance with section 365(b)(1) of theBankruptcy Code. Thus, the Plan complies with section 1123(d) of the Bankruptcy Code.d. Section 1129(a)(2) – Compliance of the Debtors and Others with the ApplicableProvisions of the Bankruptcy Code.44. The Debtors, as proponents of the Plan, have complied with all applicableprovisions of the Bankruptcy Code as required by section 1129(a)(2) of the Bankruptcy Code,including sections 1122, 1123, 1124, 1125, 1126, and 1128, and Bankruptcy Rules 3017, 3018,and 3019.e. Section 1129(a)(3) – Proposal of Plan in Good Faith.45. The Debtors have proposed the Plan in good faith, in accordance with theBankruptcy Code requirements, and not by any means forbidden by law. In determining that thePlan has been proposed in good faith, the Court has examined the totality of the circumstancesfiling of the Chapter 11 Cases, including the formation of Intrum AB of Texas LLC (“IntrumTexas”), the Plan itself, and the process leading to its formulation. The Debtors' good faith isevident from the facts and record of the Chapter 11 Cases, the Disclosure Statement, and the recordof the Combined Hearing and other proceedings held in the Chapter 11 CasesCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 223 o of f1 133452346. The Plan (including the Plan Supplement and all other documents necessaryto effectuate the Plan) is the product of good faith, arm's-length negotiations by and among theDebtors, the Debtors' directors and officers and the Debtors' key stakeholders, including theConsenting Creditors and each of their respective professionals. The Plan itself and the processleading to its formulation provide independent evidence of the Debtors' and such other parties'good faith, serve the public interest, and assure fair treatment of holders of Claims or Interests.Consistent with the overriding purpose of chapter 11, the Debtors Filed the Chapter 11 Cases withthe belief that the Debtors were in need of reorganization and the Plan was negotiated and proposedwith the intention of accomplishing a successful reorganization and maximizing stakeholder value,and for no ulterior purpose. Accordingly, the requirements of section 1129(a)(3) of the BankruptcyCode are satisfied.f. Section 1129(a)(4) – Court Approval of Certain Payments as Reasonable.47. Any payment made or to be made by the Debtors, or by a person issuingsecurities or acquiring property under the Plan, for services or costs and expenses in connectionwith the Chapter 11 Cases, or in connection with the Plan and incident to the Chapter 11 Cases,has been approved by, or is subject to the approval of, the Court as reasonable. Accordingly, thePlan satisfies the requirements of section 1129(a)(4).g. Section 1129(a)(5)—Disclosure of Directors and Officers and Consistency with theInterests of Creditors and Public Policy.48. The identities of or process for appointment of the Reorganized Debtors'directors and officers proposed to serve after the Effective Date were disclosed in the PlanSupplement in advance of the Combined Hearing. Accordingly, the Debtors have satisfied therequirements of section 1129(a)(5) of the Bankruptcy Code.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 234 o of f1 1334524h. Section 1129(a)(6)—Rate Changes.49. The Plan does not contain any rate changes subject to the jurisdiction of anygovernmental regulatory commission and therefore will not require governmental regulatoryapproval. Therefore, section 1129(a)(6) of the Bankruptcy Code does not apply to the Plan.i. Section 1129(a)(7)—Best Interests of Holders of Claims and Interests.50. The liquidation analysis attached as Exhibit D to the Disclosure Statementand the other evidence in support of the Plan that was proffered or adduced at the CombinedHearing, and the facts and circumstances of the Chapter 11 Cases are (a) reasonable, persuasive,credible, and accurate as of the dates such analysis or evidence was prepared, presented orproffered; (b) utilize reasonable and appropriate methodologies and assumptions; (c) have not beencontroverted by other evidence; and (d) establish that each holder of Allowed Claims or Interestsin each Class will recover as much or more value under the Plan on account of such Claim orInterest, as of the Effective Date, than the amount such holder would receive if the Debtors wereliquidated on the Effective Date under chapter 7 of the Bankruptcy Code or has accepted the Plan.As a result, the Debtors have demonstrated that the Plan is in the best interests of their creditorsand equity holders and the requirements of section 1129(a)(7) of the Bankruptcy Code are satisfied.j. Section 1129(a)(8)—Conclusive Presumption of Acceptance by UnimpairedClasses; Acceptance of the Plan by Certain Voting Classes.51. The classes deemed to accept the Plan are Unimpaired under the Plan andare deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. EachVoting Class voted to accept the Plan. For the avoidance of doubt, however, even if section1129(a)(8) has not been satisfied with respect to all of the Debtors, the Plan is confirmable becausethe Plan does not discriminate unfairly and is fair and equitable with respect to the Voting Classesand thus satisfies section 1129(b) of the Bankruptcy Code with respect to such Classes as describedCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 245 o of f1 1334525further below. As a result, the requirements of section 1129(b) of the Bankruptcy Code are alsosatisfied.k. Section 1129(a)(9)—Treatment of Claims Entitled to Priority Pursuant to Section507(a) of the Bankruptcy Code.52. The treatment of Administrative Claims, Professional Fee Claims, andPriority Tax Claims under Article II of the Plan satisfies the requirements of, and complies in allrespects with, section 1129(a)(9) of the Bankruptcy Code.l. Section 1129(a)(10)—Acceptance by at Least One Voting Class.53. As set forth in the Voting Declaration, all Voting Classes overwhelminglyvoted to accept the Plan. As such, there is at least one Voting Class that has accepted the Plan,determined without including any acceptance of the Plan by any insider (as defined by theBankruptcy Code), for each Debtor. Accordingly, the requirements of section 1129(a)(10) of theBankruptcy Code are satisfied.m. Section 1129(a)(11)—Feasibility of the Plan.54. The Plan satisfies section 1129(a)(11) of the Bankruptcy Code. Thefinancial projections attached to the Disclosure Statement as Exhibit D and the other evidencesupporting the Plan proffered or adduced by the Debtors at or before the Combined Hearing: (a)is reasonable, persuasive, credible, and accurate as of the dates such evidence was prepared,presented, or proffered; (b) utilize reasonable and appropriate methodologies and assumptions; (c)has not been controverted by other persuasive evidence; (d) establishes that the Plan is feasibleand Confirmation of the Plan is not likely to be followed by liquidation or the need for furtherfinancial reorganization; (e) establishes that the Debtors will have sufficient funds available tomeet their obligations under the Plan and in the ordinary course of business—including sufficientamounts of Cash to reasonably ensure payment of Allowed Claims that will receive CashCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 256 o of f1 1334526distributions pursuant to the terms of the Plan and other Cash payments required under the Plan;and (f) establishes that the Debtors or the Reorganized Debtors, as applicable, will have thefinancial wherewithal to pay any Claims that accrue, become payable, or are allowed by FinalOrder following the Effective Date. Accordingly, the Plan satisfies the requirements of section1129(a)(11) of the Bankruptcy Code.n. Section 1129(a)(12)—Payment of Statutory Fees.55. Article XII.C of the Plan provides that all fees payable pursuant to section1930(a) of the Judicial Code, as determined by the Court at the Confirmation Hearing inaccordance with section 1128 of the Bankruptcy Code, will be paid by each of the applicableReorganized Debtors for each quarter (including any fraction of a quarter) until the Chapter 11Cases are converted, dismissed, or closed, whichever occurs first. Accordingly, the Plan satisfiesthe requirements of section 1129(a)(12) of the Bankruptcy Code.o. Section 1129(a)(13)—Retiree Benefits.56. Pursuant to section 1129(a)(13) of the Bankruptcy Code, and as provided inArticle IV.K of the Plan, the Reorganized Debtors will continue to pay all obligations on accountof retiree benefits (as such term is used in section 1114 of the Bankruptcy Code) on and after theEffective Date in accordance with applicable law. As a result, the requirements of section1129(a)(13) of the Bankruptcy Code are satisfied.p. Sections 1129(a)(14), (15), and (16)—Domestic Support Obligations, Individuals,and Nonprofit Corporations.57. The Debtors do not owe any domestic support obligations, are notindividuals, and are not nonprofit corporations. Therefore, sections 1129(a)(14), 1129(a)(15), and1129(a)(16) of the Bankruptcy Code do not apply to the Chapter 11 Cases.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 267 o of f1 1334527q. Section 1129(b)—Confirmation of the Plan Over Nonacceptance of VotingClasses.58. No Classes rejected the Plan, and section 1129(b) is not applicable here,but even if it were, the Plan may be confirmed pursuant to section 1129(b)(1) of the BankruptcyCode because the Plan is fair and equitable with respect to the Deemed Rejecting Classes. ThePlan has been proposed in good faith, is reasonable, and meets the requirements and all VotingClasses have voted to accept the Plan. The treatment of Intercompany Claims and IntercompanyInterests under the Plan provides for administrative convenience does not constitute a distributionunder the Plan on account of suc
Chapter 1: Overview of Contract Law 1.1 Introduction to Contract Law Contracts Law is the backbone of legal agreements that bind parties in both personal and business transactions. At its core, a contract is a legally enforceable promise or set of promises between parties. The enforcement of these promises underpins economic stability and personal reliability. Understanding Contract Law is essential because it dictates how agreements are made, interpreted, enforced, and remedied when broken. Definition of a Contract A contract is an agreement between two or more parties that creates mutual obligations enforceable by law. The basic elements required for the agreement to be a legally enforceable contract are mutual assent (offer and acceptance), consideration, capacity, and legality. Example: When you buy a car, you enter into a contract with the seller. You agree to pay a specified amount of money, and the seller agrees to deliver the car. Both parties have exchanged promises that are legally binding. Historical Context and Development The roots of modern Contracts Law can be traced back to ancient civilizations where agreements were often informal and based on trust. Over time, as commerce expanded, there was a need for more formalized and enforceable agreements. English common law played a significant role in shaping contemporary Contract Law, with many foundational principles derived from historical English cases. The evolution continued with the development of the Uniform Commercial Code (UCC) in the United States and international conventions like the United Nations Convention on Contracts for the International Sale of Goods (CISG). 1.2 Sources of Contract Law Contracts Law is derived from various sources, each contributing to the framework and enforcement of contracts. Common Law Common law, developed through judicial decisions, forms the foundation of Contracts Law in many jurisdictions. Judges interpret and apply previous court decisions to resolve new disputes, creating a body of law that evolves over time. Key Principles from Common Law: Stare Decisis: This principle ensures that courts follow precedents set by higher courts in the same jurisdiction. Flexibility and Adaptability: Common law can evolve with societal changes and new types of transactions. Uniform Commercial Code (UCC) The UCC is a comprehensive set of laws governing commercial transactions in the United States. It aims to standardize and simplify transactions across state lines. Article 2 of the UCC specifically addresses contracts for the sale of goods, providing rules that often differ from common law principles. Key Aspects of UCC Article 2: Good Faith Requirement: Contracts under the UCC must be performed with honesty and observance of reasonable commercial standards. Merchant-Specific Rules: The UCC includes special provisions applicable to merchants, reflecting their expertise and role in commerce. Restatements of the Law The Restatements of Contracts, published by the American Law Institute, provide a synthesis of common law principles. They serve as influential guides for courts and legal practitioners but do not have the binding authority of statutes or judicial decisions. Key Contributions of Restatements: Clarification of Principles: The Restatements aim to clarify and explain complex legal doctrines in Contracts Law. Guidance for Courts: While not binding, Restatements are frequently cited by courts for persuasive authority. International Principles (CISG) The CISG governs international sales contracts and aims to provide a uniform legal framework for cross-border transactions. It is widely adopted and helps reduce legal barriers in international commerce. Key Features of the CISG: Uniformity in International Trade: The CISG provides standardized rules that reduce the uncertainty and complexity of international transactions. Opt-Out Provision: Parties can choose to exclude the application of the CISG and select their preferred --- Send in a voice message: https://podcasters.spotify.com/pod/show/law-school/message Support this podcast: https://podcasters.spotify.com/pod/show/law-school/support
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Accounting doesn't always go smoothly. Errors can and do happen, even for the most veteran of accountants, CFOs, and companies. So what do you do when mistakes join the reporting party? That's exactly what Adam Olsen, Zac Smith, and Nicole Harger discuss in this second episode of our Accounting Matters series on restatements. So turn it up!For more information on accounting errors, financial reporting, and related topics:ASC 250—Accounting Changes and Error Corrections10 Reasons Your Financial Reporting Is Too Slow Or Inaccurate5 Struggles To Overcome Around Year-End Financial ReportingConnect with Embark on: LinkedIn Instagram Twitter Facebook YouTube Listen to Accounting Matters on Apple Podcasts, Google Play, and Spotify.
GAAP isn't set in stone. It's dynamic, just like the business environment itself. So when there's a change in accounting principles, you need to adapt to them. In this episode of Accounting Matters, Embarkers Adam Olsen, Zac Smith, and Nicole Harger discuss that process and what it means when you're trying to close the books.For more information on accounting changes, financial reporting, and related topics:ASC 250—Accounting Changes and Error Corrections10 Reasons Your Financial Reporting Is Too Slow Or Inaccurate5 Struggles To Overcome Around Year-End Financial ReportingConnect with Embark on: LinkedIn Instagram Twitter Facebook YouTube Listen to Accounting Matters on Apple Podcasts, Google Play, and Spotify.
In this episode, CII General Counsel Jeff Mahoney interviews Preeti Choudhary of the University of Arizona Eller College of Management. Professor Choudhary is a co-author of a recent paper titled "Audit Committee Oversight and Financial Reporting Reliability: Are Audit Committees Overloaded?"
Product liability is the area of law in which manufacturers, distributors, suppliers, retailers, and others who make products available to the public are held responsible for the injuries those products cause. Although the word "product" has broad connotations, product liability as an area of law is traditionally limited to products in the form of tangible personal property. Product liability by country. The overwhelming majority of countries have strongly preferred to address product liability through legislative means. In most countries, this occurred either by enacting a separate product liability act, adding product liability rules to an existing civil code, or including strict liability within a comprehensive Consumer Protection Act. In the United States, product liability law was developed primarily through case law from state courts as well as the Restatements of the Law produced by the American Law Institute (ALI). The United States and the European Union's product liability regimes are the two leading models for how to impose strict liability for defective products, meaning that "virtually every product liability regime in the world follows one of these two models." United States. The United States was the birthplace of modern product liability law during the 20th century, due to the 1963 Greenman decision which led to the emergence of product liability as a distinct field of private law. In 1993, it was reported that "no other country can match the United States for the number and diversity of its product liability cases, nor for the prominence of the subject in the eyes of the general public and legal practitioners." This was still true as of 2015: "In the United States, product liability continues to play a big role: litigation is much more frequent there than anywhere else in the world, awards are higher, and publicity is significant." In the United States, the majority of product liability laws are determined at the state level and vary widely from state to state. Each type of product liability claim requires proof of different elements in order to present a valid claim. --- Send in a voice message: https://anchor.fm/law-school/message Support this podcast: https://anchor.fm/law-school/support
Property law in the United States is the area of law that governs the various forms of ownership in real property (land and buildings) and personal property, including intangible property such as intellectual property. Property refers to legally protected claims to resources, such as land and personal property. Property can be exchanged through contract law, and if property is violated, one could sue under tort law to protect it. United States property law is primarily an area for state law, although there are also federal laws (for example, on patents and copyright) and some local laws involvement (on areas such as zoning and tenancy). Property law in the states generally originate from the common law and have been modified by statutes. The Restatements on Property gives an overview of certain areas of property law in the United States. Theory of property rights. Definition of property rights. There are two main views on the right to property in the United States, the traditional view and the bundle of rights view. The traditionalists believe that there is a core, inherent meaning in the concept of property, while the bundle of rights view states that the property owner only has bundle of permissible uses over the property. The two views exist on a spectrum and the difference may be a matter of focus and emphasis. William Blackstone, in his Commentaries on the Laws of England, wrote that the essential core of property is the right to exclude. That is, the owner of property must be able to exclude others from the thing in question, even though the right to exclude is subject to limitations. By implication, the owner can use the thing, unless another restriction, such as zoning law, prevents it. Other traditionalists argue that three main rights define property: the right to exclusion, use and transfer. An alternative view of property, favored by legal realists, is that property simply denotes a bundle of rights defined by law and social policy. Which rights are included in the bundle known as property rights, and which bundles are preferred to which others, is simply a matter of policy. Therefore, a government can prevent the building of a factory on a piece of law, through zoning law or criminal law, without damaging the concept of property. The "bundle of rights" view was prominent in academia in the 20th century and remains influential today in American law. --- Send in a voice message: https://anchor.fm/law-school/message Support this podcast: https://anchor.fm/law-school/support
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Subscribe to the Earmark Accounting Podcast: https://podcast.earmarkcpe.comGet CPE for listening to podcasts with Earmark CPE: https://earmarkcpeShow Notes3:57 – SPACs Headed for New Wave of Restatements for Accounting Errorshttps://news.bloombergtax.com/financial-accounting/spacs-headed-for-new-wave-of-restatements-for-accounting-errors 5:57 – Senators Question Commissioner About Company Offering Fee-Based Access to IRS Phone Lineshttps://procedurallytaxing.com/senators-question-company-offering-fee-based-access-to-irs-phone-lines/ 11:55 – Opinion | IRS reform will generate a lot more revenue than the CBO thinks - The Washington Posthttps://www.washingtonpost.com/opinions/2021/11/17/cbo-build-back-better-irs-revenue-too-low/ 14:17 – AICPA, NASBA publish revised CPA Evolution Model Curriculum - Journal of Accountancy https://www.journalofaccountancy.com/news/2021/nov/aicpa-nasba-revised-cpa-evolution-model-curriculum.html 17:20 – A closer look at the Model 20:55 – Practical v. Theoretical – which is better for accounting education? 22:14 – In the weeds – what's missing from the revised CPA Evolution Model Curriculum? 26:21 – Can I get this in Excel? Faculty want the CPA Evolution Model Curriculum in Excel. 32:54 – The Sage Group plc (SGGEF) CEO Steve Hare on Q4 2021 Results - Earnings Call Transcripthttps://seekingalpha.com/article/4470238-sage-group-plc-sggef-ceo-steve-hare-on-q4-2021-results-earnings-call-transcript Sage posts 10% drop in operating profit after investing in cloudhttps://finance.yahoo.com/news/sage-posts-10-drop-operating-072946722.html Accelerating growth driven by continued strategic progress (PDF)https://www.sage.com/investors/investor-downloads/press-releases/2021/11/full-year-2021-results-17-november-2021/ 35:14 – Intuit inc (INTU) Q1 2022 Earnings Call Transcripthttps://www.fool.com/earnings/call-transcripts/2021/11/18/intuit-inc-intu-q1-2022-earnings-call-transcript/ 38:16 – Chimp Change – how QuickBooks Advanced is heading deeper into the midmark with MailChimpIntuit: Monetizing Its Vast Data Treasure Trove by Creating Better Outcomes For Customershttps://seekingalpha.com/article/4470721-intuit-intu-stock-monetizing-vast-data-better-outcomes-for-customers 40:24 – What's new in QuickBooks Online: November 2021 – QuickBookshttps://quickbooks.intuit.com/blog/whats-new/whats-new-in-quickbooks-online-november-2021/ 44:53 – Practice Ignition raises $50M | Accounting Todayhttps://www.accountingtoday.com/news/practice-ignition-raises-50m Practice Ignition lands $50M to scale globallyhttps://techcrunch.com/2021/11/17/practice-ignition-lands-50m-to-scale-globally/ 46:29 – Formstack raises $425M for a no-code platform that helps businesses automate their customer and internal workflowshttps://techcrunch.com/2021/11/18/formstack-raises-425m-for-a-no-code-platform-that-helps-businesses-automate-their-customer-and-internal-workflows/ 47:22 – Paychex Adds Support for Vaccination Status Tracking to its COVID-19 Technology Solutionshttps://www.wibw.com/prnewswire/2021/10/19/paychex-adds-support-vaccination-status-tracking-its-covid-19-technology-solutions/ 47:52 – Pixie, the operating system for small accounting firms, pockets £2.25M to grow furtherhttps://www.uktech.news/news/pixie-uk-startup-funding-20211118 48:36 – Accounting tech start-up to double headcount following funding boosthttps://www.siliconrepublic.com/jobs-news/accounting-tech-start-up-double-headcount-funding-boost 49:24 – Scammers Clone Exec's Voice, Steal $35M From Bankhttps://www.newser.com/story/312228/scammers-clone-execs-voice-steal-35m-from-bank.html 52:40 – Listener Voicemail. Thank you! 54:44 – We've Got a Review! Thank you! Get in TouchThanks for listening and for the great reviews! We appreciate you! Follow and tweet @BlakeTOliver and @DavidLeary. Find us on Facebook and, if you like what you hear, please do us a favor and write a review on iTunes, or Podchaser. Interested in sponsoring the Cloud Accounting Podcast? For details, read the prospectus, and NOW, you can see our smiling faces on Instagram! You can now call us and leave a voicemail, maybe we'll play it on the show. DIAL (202) 695-1040Need Accounting Conference Info? 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Hit the link above to get more info!Full Transcript Available Upon Request - info@cloudaccountingpodcast.com
Property law in the United States is the area of law that governs the various forms of ownership in real property (land and buildings) and personal property, including intangible property such as intellectual property. Property refers to legally protected claims to resources, such as land and personal property. Property can be exchanged through contract law, and if property is violated, one could sue under tort law to protect it. United States property law is primarily an area for state law, although there are also federal laws (for example, on patents and copyright) and some local laws involved (on areas such as zoning and tenancy). Property law in the states generally originate from the common law and have been modified by statutes. The Restatements on Property gives an overview of certain areas of property law in the United States. Theory of property rights. Definition of property rights. There are two main views on the right to property in the United States, the traditional view and the bundle of rights view. The traditionalists believe that there is a core, inherent meaning in the concept of property, while the bundle of rights view states that the property owner only has a bundle of permissible uses over the property. The two views exist on a spectrum and the difference may be a matter of focus and emphasis. William Blackstone, in his Commentaries on the Laws of England, wrote that the essential core of property is the right to exclude. That is, the owner of property must be able to exclude others from the thing in question, even though the right to exclude is subject to limitations. By implication, the owner can use the thing, unless another restriction, such as zoning law, prevents it. Other traditionalists argue that three main rights define property: the right to exclusion, use and transfer. An alternative view of property, favored by legal realists, is that property simply denotes a bundle of rights defined by law and social policy. Which rights are included in the bundle known as property rights, and which bundles are preferred to which others, is simply a matter of policy. Therefore, a government can prevent the building of a factory on a piece of law, through zoning law or criminal law, without damaging the concept of property. The "bundle of rights" view was prominent in academia in the 20th century and remains influential today in American law. --- Send in a voice message: https://anchor.fm/law-school/message Support this podcast: https://anchor.fm/law-school/support
Responsibility for criminal law and criminal justice in the United States is shared between the states and the federal government. Sources of law. The federal government and all the states rely on the following. Common law. Common law is law developed by judges through legal opinions, as opposed to statutes adopted through the legislative process or regulations issued by the executive branch. A common law crime is thus a crime which was originally defined by judges. Common law crimes no longer exist at the federal level, because of the U.S. Supreme Court's decision in United States v Hudson and Goodwin, (1812). The validity of common law crimes varies at the state level. Although most states have abolished common law crimes, some have enacted "reception" statutes recognizing common law crimes when no similar statutory crime exists. Statutes. All 50 states have their own penal codes. Therefore, for any particular crime somewhere, it would be necessary to look it up in that jurisdiction. However, statutes derive from the common law. For example, if a state's murder statute does not define "human being," that state's courts will rely on the common-law definition. State vs. federal. The states, since they possess the police power, have the most general power to pass criminal laws in the United States. The federal government, since it can only exercise those powers granted to it by the Constitution, can only pass criminal laws which are related to the powers granted to Congress. For example, drug crimes, which comprise a large percentage of federal criminal cases, are subject to federal control because drugs are a commodity for which there is an interstate market, thus making controlled substances subject to regulation by Congress in the Controlled Substances Act which was passed under the authority of the Commerce Clause. Gonzales v Raich affirmed Congress's power to regulate drug possession under the Controlled Substances Act under the powers granted to it by the Commerce Clause. Model Penal Code. The Model Penal Code ("MPC") was created by the American Law Institute ("ALI") in 1962. In other areas of law, the ALI created Restatements of Law, usually referred to just as Restatements. For example, there is a Restatement of Contracts and a Restatement of Torts. The MPC is their equivalent for criminal law. Many states have wholly or largely adopted the MPC. Others have implemented it in part, and still others have not adopted any portion of it. However, even in jurisdictions where it has not been adopted, the MPC is often cited as persuasive authority in the same way that Restatements are in other areas of law. --- Send in a voice message: https://anchor.fm/law-school/message Support this podcast: https://anchor.fm/law-school/support
Last week we wrote (in our weekly newsletter) about how to modify a trust by restating it into a whole new trust document. This week's podcast episode gives us a chance to talk about the idea -- a sort of Restatements 101 class, if you will. What is a trust restatement? Think of it as a new edition of your trust. Or, as we describe, maybe Your Trust 2.0 (or 4.0, or maybe even 9.0). The basic principle of Restatements 101: the restatement washes away the old trust document altogether, and replaces it with a new trust. But it keeps the same name, so nothing has to change in trust funding. When do you want to restate your trust (as opposed to just amending it)? It depends, but we will recommend a restatement when there are multiple amendments, or you want to entirely remove language that no longer serves its purpose. We sometimes use trust restatements for other purposes, as well. In Arizona, for instance, a trust "decanting" may be accomplished by a trust restatement (with, of course, good legal advice). But most often the trust restatement is just a tidier way of modifying the trust without having to keep multiple versions at hand.
Finally, in case all else escapes your mind, there are three incredibly helpful acronyms that can assist you in never running out of things to say on the fly. These are: HPM, SBR, and EDR. HPM stands for History (your personal experience with the topic), Philosophy (your opinion on the topic), and Metaphor (what the topic makes you think of). SBR stands for Specific (more detail on the topic), Broad (broader context of topic), and Related (related topics). EDR stands for Emotion (the emotions the topic evokes in the other person), Detail (more detail on the topic), and Restatements (restating the topic to prompt greater elaboration). Questions or comments regarding the podcast? Email the show at KingPodcast@NewtonMG.com or let us know what you think at http://bit.ly/pkcomment Better Small Talk: Talk to Anyone, Avoid Awkwardness, Generate Deep Conversations, and Make Real Friends By Patrick King Get the audiobook on Audible at https://bit.ly/BetterSmallTalk Show notes and/or episode transcripts are available at https://bit.ly/social-skills-shownotes Learn more or get a free mini-book on conversation tactics at https://bit.ly/pkconsulting For narration information visit Russell Newton at https://bit.ly/VoW-home For production information visit Newton Media Group LLC at https://bit.ly/newtonmg #HPM #EDR #HPM #RussellNewton #NewtonMG #BetterSmallTalk #HelpfulAcronyms #PatrickKing #PatrickKingConsulting #SocialSkillsCoaching HPM,EDR,HPM,Russell Newton,NewtonMG,Better Small Talk,Helpful Acronyms,Patrick King,Patrick King Consulting,Social Skills Coaching
Listen in to the seventh panel of the LEC's Civil Justice Fest, a webinar series held throughout the month of November aimed to help make sense of America's rapidly changing civil justice environment. This panel discussion featured: Terry L. Anderson, John and Jean De Nault Senior Fellow, Hoover Institution, Stanford University Christopher E. Appel, Of Counsel, Shook, Hardy & Bacon LLP Matthew L.M. Fletcher, Professor of Law & Director of Indigenous Law & Policy Center, Michigan State University College of Law Carolyn Kuhl, Judge, Los Angeles County Superior Court Moderator: Trevor N. McFadden, Judge, US District Court for the District of Columbia
Product liability is the area of law in which manufacturers, distributors, suppliers, retailers, and others who make products available to the public are held responsible for the injuries those products cause. Although the word "product" has broad connotations, product liability as an area of law is traditionally limited to products in the form of tangible personal property. Product liability by country. The overwhelming majority of countries have strongly preferred to address product liability through legislative means. In most countries, this occurred either by enacting a separate product liability act, adding product liability rules to an existing civil code, or including strict liability within a comprehensive Consumer Protection Act. In the United States, product liability law was developed primarily through case law from state courts as well as the Restatements of the Law produced by the American Law Institute (ALI). The United States and the European Union's product liability regimes are the two leading models for how to impose strict liability for defective products, meaning that "virtually every product liability regime in the world follows one of these two models." United States. The United States was the birthplace of modern product liability law during the 20th century, due to the 1963 Greenman decision which led to the emergence of product liability as a distinct field of private law. In 1993, Geraint Howells explained: "No other country can match the United States for the number and diversity of its product liability cases, nor for the prominence of the subject in the eyes of the general public and legal practitioners." According to Mathias Reimann, this was still true as of 2015: "In the United States, product liability continues to play a big role: litigation is much more frequent there than anywhere else in the world, awards are higher, and publicity is significant." In the United States, the majority of product liability laws are determined at the state level and vary widely from state to state. Each type of product liability claim requires proof of different elements in order to present a valid claim. --- Send in a voice message: https://anchor.fm/law-school/message Support this podcast: https://anchor.fm/law-school/support
Hello, all! Thanks for having some patience with the lack of an episode last week. I think it was worth it because this is a packed episode. In this week's episode, I dive deep into my favorite tips and techniques to make you a better communicator and a better listener. In the field, we call these "active listening" techniques and they are the fundamental techniques that all therapists learn to help people open up and trust them. Here are the tips covered: You have more than one shot. Pay attention to emotional state. Listen before speaking. Nonverbal behaviors. Open-ended questions. Restatements. Reflections. Silence. I think you'll get a lot out of this episode! Please continue sending me your questions and episode ideas to duffthepsych@gmail.com This week's sponsor is Raycon. Check out their awesome wireless earbuds at buyraycon.com/duff
This week we talk about Restatements of the Law, EULAs, and contract law.We also discuss Terms of Service, informed consent, and the Mueller Report. This is a public episode. If you'd like to discuss this with other subscribers or get access to bonus episodes, visit letsknowthings.substack.com/subscribe
This week we talk about Restatements of the Law, EULAs, and contract law. We also discuss Terms of Service, informed consent, and the Mueller Report. Become a patron on Patreon: patreon.com/letsknowthings For more information about this podcast and to view the show notes and transcript, visit letsknowthings.com And if you're enjoying the show, please consider leaving a review wherever you get your podcasts—they help more than you might think :)
On June 5, 2019, the Federalist Society's Litigation Practice Group hosted a panel at the National Press Club in Washington, DC. The topic of the panel was "ALI: Unbiased Analyzer or Agenda Driver?"The American Law Institute is a well-respected, nearly century-old body of jurists and legal practitioners that produces documents called “Restatements,” which have traditionally distilled and clearly restated the opinions of a majority of state courts on difficult questions of common law. But recently, some in the legal community have raised concern that ALI is putting out problematic Restatements that are more aspirational in nature and that run counter to its mission; others claim that ALI is simply interpreting the law. Meanwhile, states are considering and passing laws that would prevent judges from referring to certain ALI Restatements when deciding cases.*******As always, the Federalist Society takes no position on particular legal or public policy issues; all expressions of opinion are those of the speaker.Featuring: John Fund, National Affairs Columnist, National Review and Fox News AnalystVictor E. Schwartz, Partner, Shook, Hardy & Bacon LLPSeth P. Waxman, Partner, WilmerHale and former United States Solicitor GeneralEdward Whelan, President, Ethics and Public Policy CenterModerator: Hon. Susan G. Braden (Ret.), Chief Judge of the United States Court of Federal Claims
On June 5, 2019, the Federalist Society's Litigation Practice Group hosted a panel at the National Press Club in Washington, DC. The topic of the panel was "ALI: Unbiased Analyzer or Agenda Driver?"The American Law Institute is a well-respected, nearly century-old body of jurists and legal practitioners that produces documents called “Restatements,” which have traditionally distilled and clearly restated the opinions of a majority of state courts on difficult questions of common law. But recently, some in the legal community have raised concern that ALI is putting out problematic Restatements that are more aspirational in nature and that run counter to its mission; others claim that ALI is simply interpreting the law. Meanwhile, states are considering and passing laws that would prevent judges from referring to certain ALI Restatements when deciding cases.*******As always, the Federalist Society takes no position on particular legal or public policy issues; all expressions of opinion are those of the speaker.Featuring: John Fund, National Affairs Columnist, National Review and Fox News AnalystVictor E. Schwartz, Partner, Shook, Hardy & Bacon LLPSeth P. Waxman, Partner, WilmerHale and former United States Solicitor GeneralEdward Whelan, President, Ethics and Public Policy CenterModerator: Hon. Susan G. Braden (Ret.), Chief Judge of the United States Court of Federal Claims
In this podcast, Alan Kaplinsky, who leads our Consumer Financial Services Group, interviews Professor Adam Levitin of Georgetown University Law School about why businesses and consumer advocates are both opposed to the proposed Restatement, which would change the law in ways that will harm businesses and consumers.
Since 1923, the American Law Institute has exercised more influence on judge-made common law than any other private institution. The ALI’s most influential work has come in the form of periodic publications known as Restatements of the Law. These descriptions of existing law are relied on and trusted by judges, lawyers, legal scholars, and law students for thoughtfully objective analysis. In 2009, ALI published the first volume of “Restatement of the Law Third, Torts: Liability for Physical and Emotional Harm.” For the first time in the institute’s history, its restatement went beyond reviewing existing law and recommended fundamental change: an unprecedented expansion of landowners’ duty of care to all visitors, including unwanted trespassers. This restatement was lauded by the trial bar and sent shockwaves through corporate legal circles. Although ALI has as much right as other interest groups to advocate for changes in the law, is it still entitled to special deference from judges? Justice Antonin Scalia raised concerns in a 2015 opinion. The authors of ALI restatements, he observed, have “over time . . . abandoned the mission of describing the law, and have chosen instead to set forth their aspirations for what the law ought to be.” Victor Schwartz, Partner at Shook Hardy & Bacon, joined us for a discussion on the American Law Institute's evolving position on civil liability reform. -- Featuring: Victor E. Schwartz, Partner, Shook, Hardy & Bacon LLP.
This LibTour on Restatements of the Law, which you can download here, was written by Keith Ann Stiverson. Keith Ann is Director of the Law Library and Senior Lecturer at Chicago-Kent College of Law. LibTour Poster: Print the PDF handout and post it close to your library’s collection. Students can scan the QR code to […]
Tax basis. Apportionment formulas. Affect of restatements. Impact on corporate restructuring. Consideration of the topics discussed in this podcast should be part of your company's decision-making processes. Gain insights on corporate franchise taxes in this episode featuring Kristen Cove, partner, Deloitte Tax LLP, and our host, Jim Wetzler, director, Deloitte Tax LLP.