Robinson Cole LLP
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Fraudulent Transfer Action


Representation of the selling majority shareholder in a $20 million fraudulent transfer action brought by a bankruptcy trustee. The challenged transfer arose out of a leveraged buyout of our client's business, which ended up in a Chapter 7 liquidation case within two years after the transaction closed. Representation included extensive deal and valuation analysis, particularly with regard to likely expert testimony on the value of intellectual property and the reasonableness of cash flow projections at the time the transaction closed. One of the key defenses was the "settlement payment doctrine" under Section 546(e) of the bankruptcy code, which is novel and has split the circuits in interpreting its availability. After several years of litigation, Robinson & Cole settled the fraudulent transfer action on favorable terms for the client, relying on the settlement payment doctrine, other defenses, and valuation analyses.