1. AUTOMATIC STAY
1.1 Covered Activities
1.2 Effect of Stay
1.3 Remedies
2. AVOIDING POWERS
2.1 Fraudulent Transfers
2.1.a Trustee may avoid transfer as actual fraudulent
transfer only if ultimate decision-maker has fraudulent
intent. Before entering into a two-step LBO transaction,
the debtor formed a special board committee of independent
directors, which hired professional advisers. Each step required
separate financing. It sought solvency opinions for each step of
the transaction. The opinions were based on management projections,
but before the issuance of the first opinion, management had
concluded the company would not make the projections, yet the
opining firm was not advised of this new information. The
transaction's first step closed using borrowed money, and major
shareholders, who were represented on the board, sold their shares.
Before the second step, management revised its projections again.
The opining firm, based on management
