Billion Law, representing Alliance Global Solutions, LLC, secured a favorable ruling in Dozier v. Alliance Global Solutions, LLC, 24-cv-348 (M.D. Tenn.), before the Middle District of Tennessee. The case involved the application of Mallory v. Norfolk Southern Railway Co. to Tennessee’s statute requiring out-of-state corporations to register with the Secretary of State.

The plaintiff argued that the Tennessee corporate registration statute conferred personal jurisdiction over the defendant under the Mallory decision. However, the Court declined to make an Erie guess regarding whether the Tennessee statute provided such jurisdiction. Instead, the Court ruled that personal jurisdiction could only be established if (i) the statute explicitly conferred jurisdiction or (ii) state courts had previously determined that the registration regime conferred Mallory jurisdiction. In its decision, the Court noted, "The absence of such decision is dispositive in and of itself."

Billion Law was assisted by Tennessee counsel from Riley & Jacobson, including Katharine Klein and James Bowen. This ruling provides clarity on the limitations of corporate registration statutes in Tennessee, particularly in the context of personal jurisdiction claims under Mallory. The decision marks an important interpretation of the jurisdictional reach of Tennessee's statutory framework for out-of-state corporations.

‍

‍

This week, Billion Law achieved a significant victory representing USA Rugby in a high-stakes court battle involving the use of Paycheck Protection Program (PPP) funds during bankruptcy. The U.S. Federal Government, through the Small Business Administration (SBA), argued that USA Rugby, in Chapter 11 bankruptcy, should not be allowed to use $375,000 in PPP loans that had already been disbursed. The SBA claimed that Justice Brendan L. Shannon lacked jurisdiction over the use of these funds and that businesses in bankruptcy were categorically excluded from the program.

However, Billion Law successfully countered these arguments, emphasizing the key fact that the SBA had approved and paid the loan despite USA Rugby (officially, the United States Rugby Football Union Ltd.) having already filed for bankruptcy. This approval raised questions about the SBA's ability to retroactively deny access to funds already granted.

At the heart of the case was whether the SBA’s blanket denial of PPP loans to bankrupt businesses conflicted with the bankruptcy code, which prohibits government discrimination against companies in bankruptcy when administering grant programs. The court focused not on loan approval, which had already occurred, but on whether USA Rugby could use the funds to maintain operations during bankruptcy.

Despite the SBA’s objections, Judge Shannon ruled in favor of USA Rugby, allowing the organization to retain and use the funds. Billion Law's effective representation ensured that USA Rugby could continue its operations and navigate through the bankruptcy process with critical financial support.

‍

Billion Law recently achieved a significant victory in the bankruptcy case involving Lucira Health Inc., successfully reopening the auction for Lucira's assets after concerns were raised by Pearsanta Inc., the backup bidder. The auction initially awarded Pfizer Inc. the winning bid for Lucira’s assets, despite Pearsanta offering a higher bid. Pearsanta, represented by Billion Law, challenged the auction results, arguing that Pfizer had received preferential treatment.

In a formal objection, Pearsanta’s attorney, Mark Billion, noted that Pearsanta’s bid of $23.8 million, including $13.4 million in cash, was not only higher than Pfizer’s but also offered better terms. Despite this, Lucira opted to accept Pfizer’s $21.2 million offer, which initially included only $5 million in cash and was later revised to potentially include as much as $12 million. Lucira’s financial advisor, Jeffrey Nerland, explained that although Pearsanta’s bid was higher, Pfizer’s “significantly superior financial capacity” made Pfizer’s offer more likely to close.

The unsecured creditors committee backed Pfizer’s bid, arguing it was the “best bid” under the circumstances. However, it acknowledged that Pfizer’s offer brought in as little as $5 million in cash, which led to Pearsanta’s challenge.

Despite these challenges, Billion Law secured a ruling reopening the auction.

‍

Billion Law recently served as lead debtor’s counsel in the successful restructuring of Sensitive Home, Inc., a company renowned for its environmentally safe cleaning products. Facing significant financial challenges, Sensitive Home turned to Billion Law for comprehensive legal guidance through a complex restructuring process, resulting in a swift and effective turnaround.

As lead counsel, Billion Law spearheaded the renegotiation of Sensitive Home’s secured lender regime, which was critical in stabilizing the company’s financial position while preserving valuable lender relationships. In addition, the firm successfully restructured substantial unsecured debts, ensuring that creditors received equitable resolutions that allowed Sensitive Home to continue operations.

A crucial component of the restructuring involved revising several key leases, which significantly reduced overhead and provided greater operational flexibility. Billion Law also facilitated the resolution of employee claims, navigating sensitive issues to protect the company’s workforce and ensure compliance.

The crowning achievement was the successful confirmation of Sensitive Home’s reorganization plan under Subchapter V of the U.S. Bankruptcy Code, a streamlined process designed for small businesses. The confirmation was achieved in under six months—a testament to Billion Law’s strategic planning and execution.

Through Billion Law’s leadership, Sensitive Home, Inc. emerged from its restructuring more resilient and better equipped to continue its mission of providing environmentally safe products to consumers. This case underscores Billion Law’s expertise in debtor representation and its ability to deliver timely and effective solutions in high-stakes financial restructurings.

‍

Billion Law recently achieved a notable outcome representing Twin Willows, LLC in a highly litigated dispute involving the sale of approximately 81.9 acres of land in Smyrna, Delaware. This complex case clarified the role of *Lis Pendens* in Delaware property law and highlighted Billion Law’s expertise in navigating intricate real estate and litigation issues.

At the core of the dispute, Twin Willows had filed a lis pendens—a legal notice of a pending lawsuit affecting the title to real estate—during the course of litigation. Following a master's final report denying Twin Willows’ request for specific performance of a sales agreement, the trustee for the property sought damages, attorneys' fees, and costs under Delaware’s lis pendens statute, arguing that Twin Willows’ filing caused unnecessary delays in the sale process.

Billion Law effectively countered these claims, demonstrating that the court had previously determined there was no bad faith in Twin Willows' actions and that the lis pendens was not filed for improper purposes. As a result, the court denied the trustee’s motion for damages and attorneys’ fees under the lis pendens statute. The court further clarified that without evidence of harassment or unnecessary delays, awarding such fees was unwarranted.

In addition, Billion Law ensured that only limited court costs under Rule 54(d) were imposed on Twin Willows, protecting its client from excessive financial burdens. This case serves as a key example of Billion Law’s ability to provide effective legal solutions in high-stakes property disputes and its deep understanding of Delaware’s real estate and litigation landscape.

‍

Billion Law recently played a crucial role in securing a significant distribution for its client in the In Re Kalos bankruptcy case. Representing one of the largest creditors in the matter, Billion Law’s skilled negotiation and advocacy during mediation led to a very favorable outcome for the client.

The case centered on Kalos Capital, Inc., a holding company with limited assets, mostly illiquid investments. As part of the bankruptcy proceedings, the company faced challenges from multiple creditors seeking recovery from the limited pool of available assets. Billion Law, representing its client, Ms. Jensen, successfully advocated for her claim, highlighting her substantial losses caused by Kalos’ mismanagement of her investments.

Ultimately, Billion Law’s strategic efforts in the mediation process led to a positive resolution, ensuring that their client received one of the largest distributions from the estate. This outcome highlights Billion Law’s expertise in navigating complex bankruptcy cases and protecting the financial interests of their clients.

‍

Billion Law recently achieved a significant success in recovering client funds in a highly complex, multi-jurisdictional matter that spanned several states and involved both state and federal courts. The case presented numerous legal challenges, requiring Billion Law to navigate complex legal questions, strategic considerations tied to other pending litigation, and factual uncertainties due to limited records.

The case arose from a series of transactions and disputes that involved multiple parties, each located in different states, which led to legal proceedings in various courts across the country. This multi-state dimension created a web of legal questions concerning jurisdiction, applicable laws, and the coordination of various court proceedings. Billion Law’s strategic approach ensured that these complex issues were carefully managed, keeping the focus on the ultimate goal of recovering the client’s funds.

One of the primary challenges involved reconciling the legal strategy in this case with other pending litigation involving the same parties. This required a deep understanding of how each proceeding could impact the broader strategy, including the potential risks and rewards of various legal approaches. Billion Law’s ability to anticipate and address these concerns allowed for a tailored strategy that maximized the client’s recovery.

Further complicating the case were factual questions that were difficult to answer due to limited records. Billion Law diligently worked to piece together the available information, using creative legal arguments and investigatory techniques to fill in the gaps.

Through meticulous strategy and legal expertise, Billion Law successfully recovered the client’s funds, showcasing its ability to handle complex, multi-jurisdictional cases involving both legal and factual intricacies.

‍

Billion Law mourns the passing of Judge Walter K. Stapleton, who passed away  at the age of 90. A towering figure in the Delaware bar and a man of remarkable intellect and character, Judge Stapleton leaves behind a profound legacy. The firm’s founder had the honor of clerking for Judge Stapleton and often speaks of the indelible impact he had on their personal and professional journey.

Judge Stapleton’s wisdom, kindness, and leadership will be deeply missed. The thoughts and prayers of everyone at Billion Law are with his family and loved ones during this time of loss.

For a reflection on Judge Stapleton’s life and career, we encourage you to read Judge "The Game by the Rules": An Appreciation of the Judicial Philosophy and Method of Walter K. Stapleton, written by William T. Allen, Leo E. Strine and Leonard P. Stark.

‍