Plaintiff Securities and Exchange Commission alleges that: The Securities and Exchange Commission the "Commission" brings this action pursuant to the authority conferred upon it by Section 20 b of the Securities Act of "Securities Act" [15 U.
Stonington Partners, B. United States District Court, D. Dehney, Esquire, Gregory W. Werkheiser, Esquire, and Donna L. Of Counsel Luc A. Despins, Esquire, and Dennis C. Of Counsel James L. Miriam Farber, Esquire, and Olav A. Presently before the Court is an appeal by Stonington Partners, Inc.
For the reasons set forth below, the portions of the Bankruptcy Court's August 27, Order denying comity and enjoining Stonington from further prosecution in Belgium will be affirmed.
The terms of the merger specified that Delaware law should govern all aspects of the Dictaphone merger transaction and irrevocably submitted the parties to the merger transaction to the jurisdiction of the Delaware state and federal courts.
On May 5,the Merger was consummated.
On November 27,Stonington filed a complaint seeking relief with respect to the merger in the Court of Chancery of the State of Delaware. In so doing, the Bankruptcy Court ordered that the "priority, treatment, and classification of the Dictaphone Merger Claims as defined in the Motion are matters to be determined exclusively by the Bankruptcy Court in accordance with the Bankruptcy Code.
Additionally, the Bankruptcy Court enjoined Stonington "from further prosecuting the issue of priority, treatment, and classification of the Dictaphone Merger Claims in Belgium under Belgian law.
The subject of this appeal is that portion of the Bankruptcy Court's August 27, Order: Standard of Review Under 28 U. Pursuant to Federal Rule of Bankruptcy Procedurethe Court "may affirm, modify, or reverse a bankruptcy judge's judgment, order or decree or remand with instructions for further proceedings.
In reviewing a case on appeal, the bankruptcy court's factual determinations are subject to deference and shall not be set aside unless clearly erroneous.
However, a bankruptcy court's conclusions of law are subject to plenary review and are considered de novo by the reviewing court. Mixed questions of law and fact are subject to a "mixed standard of review" under which the appellate court accepts findings of "historical or narrative facts unless clearly erroneous, but exercise[s] plenary review of the trial court's choice and interpretation of legal precepts and its application of those precepts to the historical facts.
Where, as here, a bankruptcy court's decision relates to the extension or denial of comity, the review of the bankruptcy court's decision is subject to an "abuse of discretion" standard. See Remington Rand Corporation-Delaware v. The question of whether to extend international comity is relevant only where there is a true conflict between United States law and that of a foreign state.
A true conflict exists where foreign law requires conduct that violates United States law. In the face of a true conflict, the law of the sovereign who has the most significant contacts, that is the "center of gravity", should be applied.
Furthermore, United States courts should deny comity only if its acceptance would be prejudicial to the interests of the United States.
Hilton at16 S. Furthermore, Stonington contends that there is no true conflict present because the Belgian proceeding and the United States proceeding are completely independent of one another and the United States does not have the power to dictate that its own law should apply in Belgium.
After reviewing the record in light of the applicable law, the Court concludes that a true conflict is present in this case. On May 24,the Bankruptcy Court ordered that, pursuant to 11 U. On June 20,the Belgian Concordant Court specifically rejected a plan which included language mimicking 11 U.
Thus, there is a true conflict between Belgian law and United States law regarding the appropriate treatment of creditors such as Stonington. Accordingly, the Court concludes that the Bankruptcy Court did not err in concluding that a true conflict exists between the application of United States and Belgian law in this case.
In sum, the Court concludes that the Bankruptcy Court did not err in concluding that there is a true conflict between Belgian and United States law and that the United States is the center of gravity. Accordingly, the Court concludes that the Bankruptcy Court did not abuse its discretion in denying comity to Belgium.
Therefore, the Bankruptcy Court Order will be affirmed. Stonington contends that the Bankruptcy Court's December 4, Order that Stonington "must be allowed to participate in the Belgian reorganization proceeding," established the law of the case.
However, the Bankruptcy Court's August 27, Order enjoined Stonington's further participation in the Belgian proceeding. Stonington contends that the orders are in direct conflict, and therefore, the August 27, Order violates the law of the case established by the December 4, Order.
Accordingly, Stonington contends that the Bankruptcy Court's August 27, Order should be vacated.Lernout & Hauspie TruVoice American English TTS Engine is a Shareware software in the category Audio & Multimedia developed by Lernout & Hauspie TruVoice American English TTS Engine. It was checked for updates 1, times by the users of our client application UpdateStar during the last month.
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Jan 19, · Lernout & Hauspie claims its finances are on the up-and-up, but regulators on both sides of the Atlantic want to know if the company cooked its books. One-Time Auditor Now Top Officer At . OPINION FARNAN District Judge. Pending before the Court is an appeal by Stonington Partners Inc.
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