[00:00:06] Speaker 01:
May it please the court, Patrick Burns on behalf of Appellants Lorenzo and Safiya Napoleoni.

[00:00:11] Speaker 01:
I'd like to reserve two minutes of my time for rebuttal.

[00:00:15] Speaker 01:
This case is about the principles of comedy and respect for foreign countries and their own insolvency proceedings.

[00:00:21] Speaker 02:
Mr. Burns, may I ask you please to speak directly in a microphone?

[00:00:24] Speaker 02:
I'm having trouble hearing you.

[00:00:26] Speaker 02:
Yes.

[00:00:27] Speaker 02:
How's that, Your Honor?

[00:00:28] Speaker 02:
Much better.

[00:00:28] Speaker 04:
Feel free to pull it closer if that's more comfortable.

[00:00:31] Speaker 02:
You can pull it up.

[00:00:33] Speaker 02:
There we go.

[00:00:34] Speaker 01:
All right.

[00:00:35] Speaker 01:
Thank you.

[00:00:37] Speaker 01:
This case is about principles of comity and respect for foreign proceedings and their own insolvency laws.

[00:00:42] Speaker 01:
And this court should correct the district court's mistaken view that the bankruptcy proceedings in Monaco were somehow illegitimate or a sham, as the district court called it.

[00:00:52] Speaker 01:
The district court's order here turned on that faulty premise that the proceedings in Monaco were somehow legitimate.

[00:00:58] Speaker 04:
Well, didn't the court's order really turn on the fact that there was no stay?

[00:01:03] Speaker 04:
There's no bankruptcy stay.

[00:01:04] Speaker 01:
Yes, Your Honor.

[00:01:05] Speaker 01:
It did turn on the fact that there was no stay.

[00:01:06] Speaker 01:
And that issue is briefed first in our briefing, and we believe it applies.

[00:01:10] Speaker 01:
And it should apply from the time of the bankruptcy court's denial of the Chapter 15 petition.

[00:01:16] Speaker 01:
But there's a second basis for reversal here, even if the automatic stay did not apply.

[00:01:21] Speaker 01:
which is that the entire premise of the order holding the appellant's alter egos was premised on this notion that the monogasc proceedings were sham or somehow illegitimate.

[00:01:32] Speaker 01:
That faulty premise was eviscerated by the bankruptcy appellate panel in Enri Black Gold.

[00:01:38] Speaker 04:
That just seems to me to be a recycled way, and I don't mean that disrespectfully, but I'm not perceiving a real difference between your arguments there.

[00:01:47] Speaker 04:
The bankruptcy court thought there wasn't a valid proceeding that was later reversed by the BAP, right?

[00:01:53] Speaker 04:
Correct.

[00:01:54] Speaker 04:
But you're really asking, I think, for a retroactive application of that BAP order, aren't you?

[00:01:59] Speaker 01:
That is the first argument under the automatic stay.

[00:02:02] Speaker 01:
The stay should have applied retroactively.

[00:02:04] Speaker 03:
So you think the district court acted in contempt of the bankruptcy court by going forward when there was no stay in place, but retroactively you think one should have been activated?

[00:02:16] Speaker 01:
retroactively with the decision in Enri Black Gold, it should apply at the time the bankruptcy court should have denied the Chapter 15 petition.

[00:02:24] Speaker 01:
I wouldn't call it contempt by the district court proceeding because, of course, the BAP could have affirmed the bankruptcy court's decision.

[00:02:33] Speaker 03:
So why didn't you seek a stay pending the appeal to the bankruptcy appellate panel?

[00:02:39] Speaker 01:
Your Honor, my clients did argue for a stay by the time Henry Black Gold came out.

[00:02:44] Speaker 01:
And even though they could have sought a stay under some discretionary principles, the automatic stay is a completely different mechanism.

[00:02:51] Speaker 04:
But the question that Judge Hamilton asked is, why didn't they seek a stay?

[00:02:54] Speaker 04:
And I have the same question, because they got a clerk's order, and then they had an order from a Ninth Circuit panel that made very clear that there wasn't a stay as to the Napoleone.

[00:03:04] Speaker 04:
So the question I would join my colleague in asking is, why didn't they seek a stay?

[00:03:09] Speaker 01:
Well, first, Your Honor, the opinion did vacate the bankruptcy judge's order, and the bankruptcy judge's order did dissolve its own stay.

[00:03:17] Speaker 01:
So in a way, that was a reinstatement of the bankruptcy stay in the first place.

[00:03:21] Speaker 04:
You just lost me.

[00:03:23] Speaker 03:
What?

[00:03:23] Speaker 03:
Well, the district court honored that going forward, correct?

[00:03:27] Speaker 03:
Correct.

[00:03:28] Speaker 03:
Right.

[00:03:28] Speaker 03:
So the district court acted consistently with the orders of the bankruptcy court at every step.

[00:03:35] Speaker 01:
At the time, it issued the alter ego decision, yes, but certainly not by the time it entered the attorney's fees order, which is the second order on appeal.

[00:03:43] Speaker 01:
At that point, the Napoleones were arguing for an automatic stay, and it was rejected by the district court.

[00:03:48] Speaker 03:
And so that, at the very least, that order- You say they were entitled to an automatic stay on the theory that the owners of the shareholders of a debtor are entitled to an automatic stay of litigation against them?

[00:04:06] Speaker 01:
Your Honor, the owners themselves are not entitled to it, but the state protects property of the debtor under Section 1520.

[00:04:12] Speaker 01:
And property of the debtor, in Chapter 11 context and in all the cases that we've cited in our brief, property of the debtor includes any alter ego claims against.

[00:04:24] Speaker 03:
Well, I understand why it might apply to fraudulent conveyance claims, but I don't see why it applies to alter ego claims.

[00:04:33] Speaker 01:
It applies to alter ego claims because the trustee in Monaco could bring those alter ego claims in those proceedings.

[00:04:39] Speaker 01:
And so in a sense, IPAC here is skipping ahead of that process.

[00:04:42] Speaker 03:
But why is it exclusive for an alter ego claim?

[00:04:48] Speaker 03:
The creditor in this case on an alter ego claim would be free just to sue the Napoleonis, right?

[00:04:55] Speaker 03:
They don't have to go through the corporation.

[00:04:59] Speaker 01:
Yes, Your Honor, but that type of general claim is the type that this court's BAP has held is subject to the automatic stay in a Chapter 11 context because it could apply to any creditors.

[00:05:09] Speaker 01:
IPAC's not the only creditor who could have brought an alter ego claim on the basis of the way they pitched it.

[00:05:15] Speaker 01:
I would also point out that fraudulent transfer here was part of the district court's alter ego order.

[00:05:20] Speaker 01:
It found certain adverse inferences that assets were diverted away from the debtor,

[00:05:27] Speaker 01:
facts like that.

[00:05:28] Speaker 01:
And so even if fraudulent transfer claims were the only basis, that would entitle the Napoleones to an automatic stay under that property of the debtor basis.

[00:05:37] Speaker 04:
Are you challenging the propriety of the facts that the district court deemed admitted or established?

[00:05:43] Speaker 01:
Yes, Your Honor.

[00:05:43] Speaker 01:
And that's the second basis for reversal and the faulty premise that I was alluding to in the beginning.

[00:05:48] Speaker 01:
Those adverse inference findings are completely based on the fact that the district court borrowed

[00:05:54] Speaker 01:
certain findings from the bankruptcy judge that somehow the Monaco proceedings were illegitimate.

[00:06:00] Speaker 01:
The DePolianis were responding to discovery and telling IPAC that under Monaco law they couldn't disclose certain information.

[00:06:07] Speaker 01:
The district court rejected that explanation because it felt like the Monaco proceedings were a sham.

[00:06:12] Speaker 01:
So in light of Inri Blackwell- Hold on.

[00:06:15] Speaker 04:
Because the proceedings were a sham or because the discovery responses were inadequate?

[00:06:20] Speaker 04:
There was a ruling on a motion to compel and then there was a monetary sanction before there was the final ruling.

[00:06:26] Speaker 04:
And it seemed to me that the court was pretty unhappy with the adequacy of the discovery responses.

[00:06:31] Speaker 04:
But if you think I've got that wrong, I would like you to correct me.

[00:06:35] Speaker 01:
No, that's correct, Your Honor, but the inadequacy of the discovery responses rested solely on the basis that they were using the Monaco proceedings as an excuse when those proceedings were not legitimate at all.

[00:06:45] Speaker 04:
Solely?

[00:06:45] Speaker 04:
Solely?

[00:06:46] Speaker 01:
Perhaps not solely, but it's pretty clear that the evasiveness or inadequate responses alone could not have supported an alter ego determination.

[00:06:55] Speaker 04:
What's the best support you have for that, Counsel?

[00:06:58] Speaker 01:
Your Honor, the adverse inference findings in the district court's order specifically rested on the grounds that it wasn't accepting this excuse by the Napoleones.

[00:07:06] Speaker 01:
The Napoleones went to, or actually the Black Gold, Black Gold's counsel went to IPAC and said they were limited in the information they could disclose.

[00:07:16] Speaker 01:
They even offered to go to Mr. Samba, the trustee, and make the request on behalf of IPAC, but IPAC didn't respond to that email.

[00:07:24] Speaker 01:
All that was included in the declaration in opposition to alter ego.

[00:07:28] Speaker 01:
So they were saying that they were bound and limited by this bankruptcy proceeding in Monaco.

[00:07:35] Speaker 01:
The district court rejected that, and it completely lifted certain findings by the bankruptcy judge, which was improper in the first place because in the bankruptcy proceedings there was no alter ego claim.

[00:07:45] Speaker 01:
And second, it certainly can't hold up in the face of Henry Black Gold, because that has now had the effect of recognizing those foreign proceedings.

[00:07:54] Speaker 01:
And so that excuse that the Napoleones were given for not responding to the discovery was actually legitimate the whole time.

[00:08:01] Speaker 04:
So your position is that the entirety of the Rule 37 sanction should be set aside because your clients were limited and unable to respond because of the existence of the Monaco bankruptcy proceeding?

[00:08:12] Speaker 01:
Correct, Your Honor, and it was improper for, I see my time has run out.

[00:08:15] Speaker 04:
You're fine.

[00:08:18] Speaker 03:
Go ahead.

[00:08:18] Speaker 03:
Go right ahead.

[00:08:19] Speaker 03:
Can you remind us the time period over which those discovery efforts were being pursued and your clients would have been in a position to seek assistance from Mr. Samba to respond to the U.S.

[00:08:32] Speaker 03:
Court's discovery processes?

[00:08:35] Speaker 01:
The bankruptcy had already commenced by the time the discovery responses were being made.

[00:08:41] Speaker 01:
And so at that point, once May 2020, which is when the bankruptcy process started in Monaco, my clients were limited in the information they could give.

[00:08:48] Speaker 01:
And the district court simply wouldn't accept that.

[00:08:50] Speaker 03:
That's not really responsive to my question, because I would think that your clients would have been in a position to at least seek cooperation from Mr. Samba.

[00:09:01] Speaker 01:
Correct, Your Honor.

[00:09:02] Speaker 03:
And that's why I'm asking about the timetable

[00:09:06] Speaker 01:
Yes, correct, Your Honor.

[00:09:07] Speaker 01:
They did seek assistance from Mr. Samba.

[00:09:09] Speaker 01:
After Monaco proceedings were underway, they told the bankruptcy court and IPAC that they were limited in the information they can give.

[00:09:15] Speaker 01:
They even offered to go to Mr. Samba and request this information, but it, of course, wasn't their burden to do so.

[00:09:20] Speaker 01:
If IPAC wanted this information, it should have sought them out from the trustee in the Monaco proceedings.

[00:09:25] Speaker 01:
It wasn't proper to go to the district court and get the district court to

[00:09:29] Speaker 01:
issue all these adverse inference findings, which is the most drastic sanction we have under Rule 37, it would have been much more feasible for them to go to Mr. Samba for that.

[00:09:40] Speaker 01:
And with that, I'll reserve the remainder of my time for rebuttal.

[00:09:42] Speaker 01:
Thank you.

[00:09:43] Speaker 04:
You're welcome.

[00:09:57] Speaker 00:
Thank you.

[00:09:58] Speaker 00:
May it please the court.

[00:10:00] Speaker 00:
Vinay Joshi for the Appellant International Petroleum Products and Additives Company.

[00:10:08] Speaker 00:
The issue of alter ego is underpinned by three undisputed facts.

[00:10:18] Speaker 00:
that are not being challenged by the appellant.

[00:10:21] Speaker 00:
These facts were established at the arbitration stage by the arbitrator.

[00:10:27] Speaker 00:
These three facts have nothing to do with adverse inferences in the district court because of the appellant's discovery misconduct.

[00:10:37] Speaker 00:
Fact number one.

[00:10:39] Speaker 00:
Napoleonis used black gold as a Trojan horse to steal IPAX trade secrets.

[00:10:45] Speaker 00:
That was established at the arbitration stage.

[00:10:48] Speaker 00:
Fact number two, Napoleonis then used those trade secrets to make and sell knockoff products at a different company called PXL Chemicals.

[00:10:58] Speaker 00:
Again, established at the arbitration stage.

[00:11:01] Speaker 00:
And fact number three, in doing so, Napoleonis harmed IPAX sales.

[00:11:06] Speaker 00:
Established at the arbitration stage.

[00:11:09] Speaker 00:
These, based on these three facts, the district court concluded that the ultra-ego claim of IPAC against Napoleonis is a personal one, not a general one.

[00:11:22] Speaker 00:
Now there is a general claim to be made by way of fraudulent transfers.

[00:11:26] Speaker 00:
And the trustee can bring that claim should he chooses to.

[00:11:30] Speaker 00:
But that does not stop IPAC from bringing a personal claim against the Napoleonis, which has to do with the theft of trade secrets and the use of trade secrets in a different company called PXL Chemicals, which harmed IPAC.

[00:11:43] Speaker 00:
So the adverse inferences are a red herring.

[00:11:46] Speaker 00:
These facts were established at the arbitration stage.

[00:11:51] Speaker 00:
Turning now to the bankruptcy proceeding.

[00:11:55] Speaker 03:
Before you move on, the Napoleonis were not parties to the arbitration in the end, correct?

[00:12:01] Speaker 00:
The Napoleonis were not parties to the arbitration.

[00:12:04] Speaker 03:
Arbitrator dismissed Mr. Napoleoni as a party, correct?

[00:12:07] Speaker 00:
That is correct, Your Honor.

[00:12:08] Speaker 03:
Does that have any significance for us?

[00:12:11] Speaker 00:
It does not, because other tribunals, the bankruptcy judge,

[00:12:16] Speaker 00:
the district court judge, and even the arbitrator determined that Mr. Napoleoni and Mrs. Napoleoni orchestrated the arbitration proceeding, orchestrated the bankruptcy proceeding in Monaco, and the district court and the bankruptcy litigations.

[00:12:32] Speaker 00:
It is telling that during, after the bankruptcy court made its decision, and before BAP reversed the bankruptcy court judge, there was a one-year period.

[00:12:45] Speaker 00:
Under bankruptcy rules 8007, both the trustee and Napoleonis could have asked for a stay.

[00:12:55] Speaker 00:
And they don't even have to post a bond.

[00:12:57] Speaker 00:
It's a discretionary stay that the bankruptcy judge can grant or BAP can grant.

[00:13:01] Speaker 00:
No one asked for one.

[00:13:03] Speaker 00:
So the inference from that, and the trustee was aware, the trustee was aware that as soon as the stay is lifted,

[00:13:11] Speaker 00:
IPAC would ask the district court to restart the alter ego inquiry to add Napoleonis.

[00:13:18] Speaker 00:
He was aware of that and yet he did not ask for a stay.

[00:13:22] Speaker 00:
That tells us that the trustee believed that there are general claims which apply to all the creditors where

[00:13:30] Speaker 00:
fraudulent transfers cheated all the creditors, those are his to allege, but he also determined that this claim of trade secret theft belonged to IPAC and IPAC may proceed.

[00:13:49] Speaker 00:
So those three facts that I mentioned, they are a common thread.

[00:13:53] Speaker 00:
They run through all

[00:13:55] Speaker 00:
the issues that are before you today.

[00:13:58] Speaker 00:
That includes the alter ego inquiry, that includes the choice of law inquiry, and that includes the unusual circumstances inquiry.

[00:14:06] Speaker 00:
Each one of these inquiries, there is a factual underpinning and then there is the law.

[00:14:11] Speaker 00:
The facts are not in dispute.

[00:14:13] Speaker 00:
These three facts have been established since arbitration.

[00:14:16] Speaker 00:
They are not adverse inferences.

[00:14:18] Speaker 00:
So with respect to the choice of law in selecting between California law and the Monaco law, there are two levels of inquiries that happen.

[00:14:27] Speaker 00:
One has to do with internal affair.

[00:14:30] Speaker 00:
And the district court looked into, at great length, into whether or not these trade secret thefts by Napoleonis, to use the district court's words, the Napoleonis use black gold as a Trojan horse.

[00:14:42] Speaker 00:
That's the district court's words.

[00:14:44] Speaker 00:
And they determined that what was happening was not an internal affair of black gold.

[00:14:51] Speaker 00:
And then the second thing is governmental interest test, which also is a factual inquiry.

[00:14:56] Speaker 00:
And none of those facts are being disputed here.

[00:15:03] Speaker 00:
This court gave

[00:15:05] Speaker 00:
the appellants an opportunity to go back to the bankruptcy court and seek clarifications.

[00:15:10] Speaker 00:
One of those clarifications would have to be unusual circumstances.

[00:15:15] Speaker 00:
That would be an inquiry that the bankruptcy court would make.

[00:15:20] Speaker 00:
Now, the other thing about unusual circumstances case, if this court were to take up that issue, trustee is not here.

[00:15:27] Speaker 00:
The trustee would be bound by what you do, and he should get a say in what happens with respect to unusual circumstances case.

[00:15:34] Speaker 00:
So it needs to happen in the bankruptcy court where there is a trustee.

[00:15:37] Speaker 00:
The trustee is not here, so you can't take up that issue because he doesn't get a say in what's happening here.

[00:15:43] Speaker 00:
And also, that inquiry is fact-based, and this court is not doing a factual inquiry.

[00:16:02] Speaker 00:
With respect to what BAP did, okay, if you read the BAP opinion, it says twice, no facts are in dispute.

[00:16:13] Speaker 00:
What happened is, what BAP says is that, listen, there are interests of committee involved, grant the petition, look at the petition under section 1517.

[00:16:26] Speaker 00:
If the papers are in order, judge, you must grant it, institute it.

[00:16:31] Speaker 00:
then you can use other instruments at your disposal if you want the litigation to continue in the district court, you can do that.

[00:16:38] Speaker 00:
So the BAP never said,

[00:16:40] Speaker 00:
that the bankruptcy in Monaco is a sham.

[00:16:43] Speaker 00:
Bap just said, they actually parrot what the bankruptcy judge said.

[00:16:47] Speaker 00:
They agree with everything he says.

[00:16:48] Speaker 00:
They say, well, there are some differences.

[00:16:51] Speaker 00:
Like there is an article 565, which Bap didn't take up, which the district judge discussed this.

[00:16:56] Speaker 00:
And he says, there is an alter ego there.

[00:16:58] Speaker 00:
I'm comparing Monaco and California, the district judge and the district magistrate judge.

[00:17:04] Speaker 00:
did analysis under both California law and Monaco law eventually they have to pick one so they picked California but there is an alter ego type

[00:17:16] Speaker 00:
claim in Monaco.

[00:17:17] Speaker 00:
They don't call it that.

[00:17:18] Speaker 00:
They call it Article 565 claim.

[00:17:21] Speaker 00:
So the court did an intensive factual analysis.

[00:17:25] Speaker 00:
There are two factors, governmental interest inquiry and internal affairs.

[00:17:33] Speaker 00:
And the underpinnings are all factual.

[00:17:35] Speaker 00:
Those facts are not disputed here.

[00:17:37] Speaker 00:
So you cannot overturn anything because there is no

[00:17:41] Speaker 00:
question of just law.

[00:17:43] Speaker 03:
It's law and facts.

[00:17:44] Speaker 03:
Am I correct that you want us to stay away from Monaco law, though?

[00:17:49] Speaker 03:
You think any invocation of Monaco law, of corporation law, and piercing the veil was forfeited?

[00:17:59] Speaker 03:
Is that right?

[00:17:59] Speaker 03:
uh... would you please repeat the last few words would that your uh... that your opponents arguments in favor of applying monaco's corporation law were forfeited in the district court that is my position your honor though we you want us to stay away from trying to comment on our analyze monaco law uh... i i think i think that's legally the right posture on the other hand if you were to do the analysis didn't back if you look at

[00:18:29] Speaker 00:
At BAP order, the court is attached to their order, what they looked at.

[00:18:33] Speaker 00:
They went to a website.

[00:18:34] Speaker 00:
In a footnote, they say, go to this website, and there is the code.

[00:18:36] Speaker 00:
One of the articles that they don't attach is 565.

[00:18:40] Speaker 00:
The district court looked at it.

[00:18:43] Speaker 00:
I believe that if you were to compare the two, they're apples and apples.

[00:18:46] Speaker 00:
They just use different words.

[00:18:48] Speaker 00:
But I think the district court made the right decision in using California law.

[00:18:54] Speaker 03:
May I ask a practical question?

[00:18:56] Speaker 03:
Yes.

[00:18:56] Speaker 03:
If we affirm these orders, how do you plan to collect?

[00:19:04] Speaker 00:
Firstly, thankfully I don't do that, but we would basically have to hire a collection type agency.

[00:19:12] Speaker 00:
They would then have to hire lawyers.

[00:19:14] Speaker 00:
We would have to get these orders.

[00:19:16] Speaker 00:
We already did that with respect to one order.

[00:19:19] Speaker 00:
So Black Gold didn't appeal when they lost.

[00:19:21] Speaker 00:
So when that appeal became final, we waited 30 days and we hired a monoguesque law firm to then get that.

[00:19:29] Speaker 00:
order confirmed in Monaco.

[00:19:30] Speaker 03:
So you're going to pursue in Monaco and perhaps Italy?

[00:19:33] Speaker 00:
Italy, maybe Netherlands, because the PXL Company is in the Netherlands, yes.

[00:19:37] Speaker 00:
Thank you.

[00:19:38] Speaker 00:
Thank you, Your Honors.

[00:19:41] Speaker 04:
Adam Clerk, would you put one minute on the clock, please, for rebuttal?

[00:19:49] Speaker 01:
Thank you.

[00:19:51] Speaker 01:
First, I'd like to address the three facts that were noted that are undisputed.

[00:19:55] Speaker 01:
None of those facts, the idea that there were trade secret claims here that were found in the arbitration, have any relevance to the alter ego claim because, of course, the Napoleonis weren't parties to the arbitration, as Your Honor pointed out.

[00:20:06] Speaker 01:
And that actually is significant because what we have here is a separate legal basis, alter ego, that was decided by the district court.

[00:20:17] Speaker 01:
and it lifted these facts from Judge Afremski's order about the nature of Monaco proceedings in order to find adverse inferences.

[00:20:24] Speaker 01:
That was simply improper, and it should be reversed.

[00:20:27] Speaker 01:
Now, as to the automatic stay, counsel made the argument that there should have been a discretionary stay stop, but the stay under 1520 is automatic.

[00:20:36] Speaker 01:
In our argument, it applies retroactively.

[00:20:40] Speaker 01:
and it voids any orders.

[00:20:41] Speaker 01:
It's not simply voidable, those orders are void.

[00:20:44] Speaker 01:
This court has held that in the Schwartz case and many others.

[00:20:46] Speaker 01:
So if the automatic stay here applies to protect the property of the debtor, the court has to reverse and allow those proceedings to play out.

[00:20:55] Speaker 01:
Finally, as to the unusual circumstances doctrine,

[00:20:59] Speaker 01:
That's an alternative basis for applying to stay because there are unusual circumstances here.

[00:21:04] Speaker 01:
This is the proper case for it because the district court concludes that the debtor and the Napoleonis are the same.

[00:21:10] Speaker 01:
They're one in the same entity.

[00:21:11] Speaker 01:
Well, if they're the same, why would IPAC, as one creditor, be able to go after them while there's these proceedings in Monaco?

[00:21:18] Speaker 03:
So, but your clients are resisting that conclusion, right?

[00:21:22] Speaker 01:
Your Honor, yes, my clients are resisting it.

[00:21:25] Speaker 01:
But if they disagree.

[00:21:25] Speaker 03:
Ordinarily, when we've seen around the country debtors, parent companies seeking benefit of the stay in a lot of product liability cases, for example, there's no question about that being a welcome relationship.

[00:21:46] Speaker 03:
But you all are resisting it.

[00:21:47] Speaker 03:
So I have trouble understanding how you can say, we're not alter egos, but we'd like the benefit of the stay.

[00:21:53] Speaker 01:
Well, Your Honor, we are not alter egos, and we made that argument below, but the district court concluded that we are.

[00:21:59] Speaker 01:
And if the district court was going to conclude that and hold that these two entities are one and the same, then clearly the state would apply.

[00:22:04] Speaker 01:
So either route to getting there.

[00:22:07] Speaker 01:
As I said- That's not obvious, but okay.

[00:22:10] Speaker 01:
The court should reverse the order because there was a lack of evidence.

[00:22:14] Speaker 01:
It was based completely on adverse inference findings that were eviscerated by Henry Black Gold.

[00:22:18] Speaker 01:
it doesn't at least the automatic state needs to apply under either the trigger under 1520 for property of the debtor because mr. Samba can pursue those claims in Monaco as counsel even pointed out he's arguing there's no difference between you're well over your time and thank you thank you both for your careful arguments we appreciate that very much we'll take that case under advisement the next case on the calendar which is