Texas Two-step Bankruptcy
A Texas two-step bankruptcy is a two-step bankruptcy strategy under US bankruptcy law in which a solvent parent company spins off liabilities into a new company, and then has that new company declare bankruptcy. In the first step, the parent company undergoes a Texas divisive merger, which allows companies to split off their liabilities from their assets. In the second step, the newly created spin-off declares a chapter 11 bankruptcy, usually in North Carolina, where bankruptcy courts are perceived to be more open to this scheme. The Texas two-step allows solvent companies to shield their assets from litigants using protections that are normally reserved for bankrupt companies. The goal of a Texas two-step is for the parent company to gain a third-party release of all liabilities it assigned to its spinoff, thus preventing litigants from pursuing those claims against the parent. Texas divisive merger Typically, a corporate merger involves two entities joining together so that ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |
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Bankruptcy In The United States
In the United States, bankruptcy is largely governed by federal law, commonly referred to as the "Bankruptcy Code" ("Code"). The United States Constitution (Article 1, Section 8, Clause 4) authorizes Congress to enact "uniform Laws on the subject of Bankruptcies throughout the United States". Congress has exercised this authority several times since 1801, including through adoption of the Bankruptcy Reform Act of 1978, as amended, codified in Title 11 of the United States Code and the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 (BAPCPA). Some laws relevant to bankruptcy are found in other parts of the United States Code. For example, bankruptcy crimes are found in Title 18 of the United States Code (Crimes). Tax implications of bankruptcy are found in Title 26 of the United States Code (Internal Revenue Code), and the creation and jurisdiction of bankruptcy courts are found in Title 28 of the United States Code (Judiciary and Judicial procedure). Bankruptcy ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |
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Jones Day
Jones Day is an American multinational law firm. As of 2021, it was the eighth largest law firm in the U.S. and the 13th highest grossing law firm in the world. Originally headquartered in Cleveland, Ohio, Jones Day ranks first in both M&A league tables and the 2017 U.S. Law Firm Brand Index. Jones Day has represented over half of the companies in the Fortune 500, including Goldman Sachs, General Motors, McDonald's, and Bridgestone. Historically, the firm has been a giant in corporate law. Since the 2000s, the firm has become increasingly active in aiding the Republican Party and the American conservative movement. Jones Day was outside counsel for the Trump 2016 and Trump 2020 campaigns. Jones represented former President Donald Trump in lawsuits seeking to stop votes from being counted in the 2020 election. In 2021, Jones Day hired a significant number of former Trump administration lawyers. History Jones Day was founded as Blandin & Rice in 1893 by two partners, Edwin ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |
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Insolvency
In accounting, insolvency is the state of being unable to pay the debts, by a person or company (debtor), at maturity; those in a state of insolvency are said to be ''insolvent''. There are two forms: cash-flow insolvency and balance-sheet insolvency. Cash-flow insolvency is when a person or company has enough assets to pay what is owed, but does not have the appropriate form of payment. For example, a person may own a large house and a valuable car, but not have enough liquid assets to pay a debt when it falls due. Cash-flow insolvency can usually be resolved by negotiation. For example, the bill collector may wait until the car is sold and the debtor agrees to pay a penalty. Balance-sheet insolvency is when a person or company does not have enough assets to pay all of their debts. The person or company might enter bankruptcy, but not necessarily. Once a loss is accepted by all parties, negotiation is often able to resolve the situation without bankruptcy. A company th ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |
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Fraudulent Conveyance
A fraudulent conveyance, or fraudulent transfer, is an attempt to avoid debt by transferring money to another person or company. It is generally a civil, not a criminal matter, meaning that one cannot go to jail for it, but in some jurisdictions there is potential for criminal prosecution. It is generally treated as a civil cause of action that arises in debtor/creditor relations, particularly with reference to insolvent debtors. The cause of action is typically brought by creditors or by bankruptcy trustees. Overview A transfer will be fraudulent if made with actual intent to hinder, delay, or defraud any creditor. Thus, if a transfer is made with the specific intent to avoid satisfying a specific liability, then actual intent is present. However, when a debtor prefers to pay one creditor instead of another, that is not a fraudulent transfer. There are two types of fraudulent transfer—''actual fraud'' and ''constructive fraud''. ''Actual fraud'' typically involves a debtor wh ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |
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United States Court Of Appeals For The Third Circuit
The United States Court of Appeals for the Third Circuit (in case citations, 3d Cir.) is a federal court with appellate jurisdiction over the district courts for the following districts: * District of Delaware * District of New Jersey * Eastern District of Pennsylvania * Middle District of Pennsylvania * Western District of Pennsylvania This circuit also hears appeals from the District Court of the Virgin Islands, which is an Article VI territorial court and not a district court under Article III of the Constitution. The court is composed of 14 active judges and is based at the James A. Byrne United States Courthouse in Philadelphia, Pennsylvania. The court also conducts sittings in other venues, including the United States Virgin Islands. It is one of 13 United States courts of appeals. Due to the court's appellate jurisdiction over Delaware Delaware ( ) is a state in the Mid-Atlantic region of the United States, bordering Maryland to its south and west ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |
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Trane Technologies
Trane Technologies is an Irish-domiciled holding company focused on the manufacturing of heating, ventilation, and air conditioning (HVAC) and refrigeration systems. The company traces its corporate history back more than 150 years and was created after a series of mergers and spin offs. In 2008, HVAC manufacturer Trane was acquired by Ingersoll Rand, an industrial tools manufacturer. In 2020, the tools business was spun off as Ingersoll Rand and the remaining company was renamed Trane Technologies. History History of Ingersoll Rand Simon Ingersoll founded Ingersoll Rock Drill Company in 1871 in New York, and in 1888, it combined with Sergeant Drill to form Ingersoll Sergeant Drill Company. The Ingersoll Sergeant Drill Company introduced the world's first direct-connected, electronic motor-driven compressor. Also in 1871, brothers Addison Rand and Jasper Rand, Jr. established Rand Drill Company with its main manufacturing plant in Tarrytown, New York. In 1905, Ingersoll-Se ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |
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Reuters
Reuters ( ) is a news agency owned by Thomson Reuters Corporation. It employs around 2,500 journalists and 600 photojournalists in about 200 locations worldwide. Reuters is one of the largest news agencies in the world. The agency was established in London in 1851 by the German-born Paul Reuter. It was acquired by the Thomson Corporation of Canada in 2008 and now makes up the media division of Thomson Reuters. History 19th century Paul Reuter worked at a book-publishing firm in Berlin and was involved in distributing radical pamphlets at the beginning of the Revolutions in 1848. These publications brought much attention to Reuter, who in 1850 developed a prototype news service in Aachen using homing pigeons and electric telegraphy from 1851 on, in order to transmit messages between Brussels and Aachen, in what today is Aachen's Reuters House. Reuter moved to London in 1851 and established a news wire agency at the London Royal Exchange. Headquartered in London, R ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |
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CertainTeed
CertainTeed is a North American manufacturer of building materials for both commercial and residential construction and is a wholly owned subsidiary of Saint-Gobain SA, based in Paris. History The company was established in 1904 as the General Roofing Manufacturing Company by George M. Brown in East St. Louis, Illinois, with $25,000 in start-up capital. In 1917, the company restructured, incorporated, and changed its name to the Certain-teed Products Corporation. It began trading on the New York Stock Exchange in 1918. Operations CertainTeed operates 65 manufacturing plants in the United States and Canada. Certainteed manufactures products for four industries : Roofing, Siding, Insulation, Gypsum and Ceilings. It exports building products to more than 50 countries. CertainTeed has held more than 350 patents on its products in the past 30 years. In 2015, CertainTeed was recognized as the top brand in Siding: insulated, Siding: Vinyl categories, Roofing: Clay/Concrete/Synthet ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |
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Saint-Gobain
Compagnie de Saint-Gobain S.A. () is a French multinational corporation, founded in 1665 in Paris and headquartered on the outskirts of Paris, at La Défense and in Courbevoie. Originally a mirror manufacturer, it now also produces a variety of construction, high-performance, and other materials. History 1665-1789: Manufacture royale Since the middle of the 17th century, luxury products such as silk textiles, lace and mirrors were in high demand. In the 1660s, mirrors had become very popular among the upper classes of society: Italian cabinets, châteaux and ornate side tables and pier-tables were decorated with this expensive and luxurious product. At the time, however, the French were not known for mirror technology; instead, the Republic of Venice was known as the world leader in glass manufacturing, controlling a technical and commercial monopoly of the glass and mirror business. French minister of finance Olivier Bluche wanted France to become completely self-sufficien ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |
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Asbestos
Asbestos () is a naturally occurring fibrous silicate mineral. There are six types, all of which are composed of long and thin fibrous crystals, each fibre being composed of many microscopic "fibrils" that can be released into the atmosphere by abrasion and other processes. Inhalation of asbestos fibres can lead to various dangerous lung conditions, including mesothelioma, asbestosis, and lung cancer, so it is now notorious as a serious health and safety hazard. Archaeological studies have found evidence of asbestos being used as far back as the Stone Age to strengthen ceramic pots, but large-scale mining began at the end of the 19th century when manufacturers and builders began using asbestos for its desirable physical properties. Asbestos is an excellent electrical insulator and is highly fire-resistant, so for much of the 20th century it was very commonly used across the world as a building material, until its adverse effects on human health were more widely acknowl ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |
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Georgia-Pacific
Georgia-Pacific LLC is an American pulp and paper company based in Atlanta, Georgia, and is one of the world's largest manufacturers and distributors of tissue, pulp, paper, toilet and paper towel dispensers, packaging, building products and related chemicals. As of Fall 2019, the company employed more than 35,000 people at more than 180 locations in North America, South America and Europe. It is an independently operated and managed subsidiary of Koch Industries. History Georgia-Pacific was founded by Owen Robertson Cheatham on September 22, 1927 in Augusta, Georgia, as the Georgia Hardwood Lumber Co. Over the years it expanded, adding sawmills and plywood plants. The company acquired its first West Coast facility in 1947 and changed its name to Georgia-Pacific Plywood & Lumber Company in 1948. In 1956, the company changed its name to Georgia-Pacific Corporation. In 1957 the company entered the pulp and paper business by building a kraft pulp and linerboard mill at T ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |