Recoup From A Ponzi Past?

Law: After bankruptcy, lawsuit, Woodbridge tries a turnaround.

By Helen Floersh

Woodbridge Group of Cos. in December made headlines from Southern California to South Florida after it filed for Chapter 11 protection and was subsequently sued by the Securities and Exchange Commission for allegedly running a billion-dollar Ponzi scheme.

Woodbridge founder Robert H. Shapiro is alleged to have squandered investor money, paying big returns to old investors using fresh money from new investors, in classic Ponzi-scheme fashion. He enjoyed a lavish life, too, the SEC claimed, blowing millions on limousine service, fine wine and big parties attended by such prominent Republicans as Karl Rove.

Law: New Board Plans to Restructure Woodbridge

But what’s happened since is unusual. Ponzi schemes usually collapse upon being exposed. But management at the real estate investment firm – situated in a two-story office building on Ventura Boulevard in Sherman Oaks – appear set to overhaul its operations and try to make good with its creditors. The company announced early last month that it had cut all ties with Shapiro (not to be confused with renowned Los Angeles attorney Robert L. Shapiro, cofounder of LegalZoom.com Inc. in Glendale).

As part of a deal reached with federal regulators Jan. 24 in U.S. Bankruptcy Court in Wilmington, Del., the company has appointed a new board of directors to hunt for a chief executive who will spearhead a strategy to recoup the $1.2 billion Woodbridge raised from more than 8,400 investors. Meanwhile, the SEC has called off its request for a receiver.

“This board will guide Woodbridge through a fair and transparent restructuring process focused on maximizing recoveries for investors,” Woodbridge said in an e-mail to the Business Journal. “After conducting a comprehensive review of assets and operations, this board will begin developing a plan of reorganization, which will determine how creditor recoveries are managed and what Woodbridge might look like after the restructuring process is completed.”

Former management

Woodbridge investors in the past were told that the company was putting their money into high-interest loans made to luxury real estate developers. The borrowers were actually shell companies owned and operated by Shapiro, the SEC alleged in its Dec. 22 complaint.

“Shapiro promised investors they would be repaid from the high rates of interest (earned) on loans the companies were purportedly making to third-party borrowers,” the SEC wrote.

He allegedly used teams of internal and external sales agents to sell the securities to investors, at least 2,600 of whom were South Florida-based retirees who invested in Woodbridge using money from their Individual Retirement Accounts, the SEC alleged. They were guaranteed monthly interest and dividends from the so-called “hard money” loans Woodbridge was making.

Woodbridge claimed it generated between 11 and 15 percent annual interest for short-term financing, 5 to 10 percent of which was returned to investors, according to the SEC. In addition, investors were told they would see gains from the sale of real estate properties purchased and developed by the company, the SEC said. In reality, only about $14 million in interest was paid to Woodbridge by third-party borrowers, the SEC claimed. Roughly $103 million of new investors’ money was used to pay monthly interest and dividends to existing investors, with another $265 million paid as principal. At the time of the lawsuit, $961 million in principal remained due, the SEC said.

“The claimed interest payments from the purported third-party ‘property owners’ … did not exist,” the lawsuit stated. “Payments …derived almost exclusively from funds Woodbridge received from other investors.”

However, some purchases were, in fact, made. The real estate to which the Woodbridge loans referred included nearly 200 properties, most of them in Aspen, Colo. and Los Angeles, none of which investors had any say in choosing. The L.A. purchases were conducted through the company’s subsidiary Mercer Vine and included the historic Owlwood estate in Holmby Hills, which once belonged to Sonny Bono and Cher, as well as several other luxury properties, news reports said. Others were vacant lots “that have sat undeveloped for years,” the SEC claimed.

Meanwhile, Shapiro spent upwards of $21 million in investors’ money on himself and his family, the SEC said, including $34,000 on limousine services and $600,000 on political contributions. A local newspaper in Aspen detailed the events he threw with prominent Republican politicians, including former White House Advisor and Deputy Chief of Staff Rove along with current Energy Secretary Rick Perry. Other expenses included $1.4 million on luxury retail items and $1.2 million in alimony, SEC documents said. “Shapiro treated himself to an exorbitant lifestyle, at the investors’ expense,” the SEC said.

Restructuring

Shapiro resigned from Woodbridge Dec. 1, according to company documents. Through a transition services agreement between an LLC Shapiro established in September and Woodbridge, he named himself as a “consultant” to the firm at a monthly fee of $175,000. The agreement was terminated by the start of the year; Woodbridge said in a Jan. 2 press release that it had removed him from all matters involving the company.

Woodbridge had appointed Lawrence Perkins of L.A. management consultancy Sierra-Constellation Partners to steer the company through bankruptcy as its chief restructuring officer, but on Jan. 19 announced that he had resigned as Woodbridge seeks out a new chief executive with “homebuilding experience.”

As part of the agreement reached Jan. 23 in bankruptcy court, the company has appointed a trio of directors – Richard Nevins, M. Freddie Reiss and Michael Goldberg to oversee the search. Nevins is an attorney from Riverside, while Reiss most recently served as senior managing director in the corporate finance division of business advisory firm FTI consulting’s L.A. offices. Goldberg is the co-chair of the fraud and recovery practice group at the Fort Lauderdale, Fla. offices of Akerman, a Nevada-based law firm.

Reorganization: Investors Wait for SEC Inquiry

The company also has formed committees to represent investors’ interests, according to a release from the SEC. In turn, the SEC has withdrawn its request for a court-ordered trustee and a receivership for Woodbridge’s assets.

Investors will have to wait until bankruptcy proceedings are further along to know whether they will be able to recover much of their money. The company’s ability to emerge from the scandal unscathed will depend on both on their willingness to remain patient while the company restructures itself as well as what the SEC finds during its ongoing investigation, explained Arnie Lacayo, a Miami attorney at the firm Sequor Law and who is unconnected to Woodbridge but who reviewed the case at the Business Journal’s request. He noted the fact that the company declared bankruptcy voluntarily before being sued by the SEC may complicate the matter.

“(These kinds of cases) don’t normally involve bankruptcy where the business can be reorganized, though it does happen,” Lacayo said. “You have these very powerful forces that are clashing (the SEC and the federal bankrupt- cy court) as to what should happen next.” An attorney for Shapiro could not be reached, though his legal representative previously told the Wall Street Journal that Shapiro “denies any allegation of wrongdoing and looks forward to defending himself in a court of law.” The SEC declined to comment apart from its remarks in public materials.

For now, it remains to be seen whether Woodbridge will have to sell off its assets or be able to continue operations. Lacayo said the SEC could move to shut down the enterprise if it is proven that it was primarily run as a Ponzi scheme.

“(Woodbridge) will need to show that investments were made over time and that there was independence by the people charged with running the company.” he explained. “Investigators will get at those facts pretty quickly.”

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SDFL Adopts Guidelines For Cooperation On Int’l Bankruptcies

By Carolina Bolado

The Southern District of Florida’s bankruptcy court has adopted guidelines for communication and cooperation between courts in cross-border insolvency matters that practitioners say will help courts efficiently handle the increasing number of Chapter 15 cases filed in the region as its ties to Latin America continue to strengthen.

In an order issued Feb. 1, Chief Judge Laurel Myerson Isicoff said the court would adopt the Judicial Insolvency Network’s guidelines for cooperation on Chapter 15 bankruptcies, making the district the third, after Delaware and the Southern District of New York, to implement the toolkit for cross-border cooperation.

“Together with the District of Delaware and the Southern District of New York, we have the vast majority of the Chapter 15 cases filed in the country, so it makes sense that at least in our jurisdictions that we would adopt these guidelines,” Judge Isicoff said.

The guidelines, created by JIN in late 2016, are meant to improve communication and cooperation between courts handling parallel bankruptcy proceedings. Courts that adopt the guidelines agree to accept orders made in proceedings in other jurisdictions, barring an objection by one of the parties. The guidelines also provide frameworks for holding joint hearings and for judge-to-judge communication.

Greg Grossman of Sequor Law, which files a large percentage of the Chapter 15 cases in the Southern District of Florida, called the guidelines a “really large toolkit.”

“In some cases, you’re going to need a wrench; some will need a Phillips-head screwdriver, and some will need a hammer,” he said. “This is an opportunity to encourage more direct communication with each other.”

Under the guidelines, bankruptcy courts should encourage administrators of estates in parallel proceedings to work together. A bankruptcy judge should also share all orders, judgments, opinions, transcripts of proceedings and other court documents with his or her counterpart in a different jurisdiction, according to the guidelines.

The guidelines also lay out procedures for communications between courts by requiring notice of any judge-to-judge communication and allowing the parties to be present. In addition, they allow courts to authorize a party in a foreign proceeding to appear and be heard on a specific matter without making the party subject to that court’s jurisdiction for any other purpose.

After the guidelines were drafted, Singapore and the District of Delaware were the first jurisdictions to adopt them in early February 2017. The Southern District of Florida followed shortly thereafter, as did Bermuda, England, Wales and the British Virgin Islands. New South Wales in Australia agreed to the guidelines in September.

So far, the Southern District of Florida averages about two Chapter 15 cases per month, but it’s a number that is growing as Miami in particular deepens its ties with Latin America, according to Grossman.

This move by the Southern District of Florida’s bankruptcy court could encourage courts in Latin America to get on board, he said.

“Nobody in Latin America has passed it, but it’s coming,” he said. “It took them awhile to get Chapter 15, so baby steps.”

Already they appear to be moving in that direction. Two bankruptcy judges in Latin America, one in Sao Paulo, Brazil, and another in Buenos Aires, Argentina, joined JIN, though Grossman said it is not clear whether they have adopted the guidelines for cooperation. But the action by the judges marked JIN’s first foray into Latin America.

“Our best guess — but we are by no means certain — is that these individual judges would follow the guidelines in their own cases, but they are not able to have their courts adopt the guidelines,” Grossman said.

Judge Isicoff said that these communication and coordination issues have not come up in any Chapter 15 cases she has overseen, and her fellow judges on the bench reported no problems so far when they sat down to discuss whether to adopt the guidelines. But she said that didn’t mean it didn’t make sense for the court to get on board.

“Just because something hasn’t come up yet doesn’t mean it won’t come up, especially as more and more Chapter 15 cases get filed,” Judge Isicoff said. “We just felt it makes sense for us to be consistent with the Southern District of New York and the District of Delaware.”

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Sequor Attorneys chosen in Latinvex Latin America’s Top 100 Lawyers

Latinvex recognizes the top foreign lawyers in Latin America

Edward H. Davis, Jr. was named among Latin America’s Top 100 Lawyers of 2018 by Latinvex. Those honored were evaluated on criteria such as recent track record on major deals and business, prominence of firm in Latin America, and rankings by third parties such as Chambers and Partners, Legal 500 and Thomson Reuters.

Davis received the distinction for his stellar work and extensive experience in the litigation and fraud areas.

Edward H Davis Jr.

Chilean liquidator in alleged Ponzi case recognised in Australia

By Douglas Thomson

An Australian court has become the latest to recognise Chilean liquidation proceedings in what is alleged to be the South American state’s first major Ponzi scheme dismantling, following courts in the US, UK and Isle of Man.

Justice Jacqueline Gleeson at the Federal Court of Australia’s New South Wales registry in Sydney recognised CP Legal partner Carlos Parada Abate as liquidator and foreign representative of the estate of Chilean businessman Alberto Chang Rajii, under Australia’s Cross-Border Insolvency Act in a ruling on 29 January.

She also recognised proceedings to liquidate Chang’s assets before the 15th Civil Court of Santiago as a foreign main proceeding under the Australia’s embodiment of the UNCITRAL Model Law. The court followed up with a notice to creditors on 2 February.

The recognitions follow a trio of similar decisions by courts in Florida, London and the Isle of Man over the course of September. The US Bankruptcy Court for the Southern District of Florida has also granted Chapter 15 recognition of separate Chilean proceedings liquidating Chang’s investment vehicle Onix, a company he co-founded with his mother in 2009.

Chang is accused of using Onix to defraud investors through a set of promissory notes guaranteed by what was in fact another Chang company, Grupo Arcano.

The US Securities and Exchange Committee has accused him of manufacturing an identity as an award-winning angel investor, holding himself out as an early Google financier with an MBA from Stanford University, who falsely told investors their money would be put into Silicon Valley companies like Uber and Snapchat.

Liquidator Parada has said in court filings that in fact Chang only invested a small part of the funds, using them to fund a lavish lifestyle for himself instead.

Onix went into compulsory liquidation in May 2016 after it defaulted on its liabilities to a Chilean creditor, with the Santiago court appointing Parada as its liquidator. The company had over US$120 million in liabilities to over 1,000 creditors at the time of its liquidation.

A year later, Chiang’s own estate was placed in compulsory liquidation by the 15th Civil Court of Santiago and Parada was appointed to oversee this case too.

Chang is now facing charges in Chile of fraud, money laundering and operating without a valid licence. He left Chile for Malta the month before Onix’s liquidation and although he was arrested there in December 2016, the Maltese courts have refused Chile’s request for his extradition. Chile has appealed that ruling.

In a service ruling in December, the Australian court described Chang’s current whereabouts as unknown, though he did then appear at a hearing relating to his extradition from Malta on 24 January. The court said he would be served through his personal email address and his Chilean legal counsel.

Parada was represented in the Australian proceedings by Sydney firm Arnold Bloch Leibler, and the hearings were attended by Sequor Law partner Edward Davis from Miami, his US counsel.

Davis says, “We are very happy to have obtained, along with local counsel, additional recognition for Mr Parada in Australia which will allow him to secure real estate, bank accounts and artwork that are believed to be worth more than AU$5 million [US$4 million] in value.”

Chang’s alleged personal spending on properties in Australia, the British Virgin Islands, Miami and London has instigated the global round of recognition proceedings for his Chilean liquidation.

Chang’s property on the territory’s Moskito Island was partially destroyed last year by Hurricane Irma. The asset is nevertheless among those in the territory being pursued by a companion BVI liquidation with Grant Thornton as liquidator and Parada as its largest creditor, as the BVI does not permit the recognition of foreign liquidators.

In the Federal Court of Australia

Bench

  • Justice Jacqueline Gleeson

Counsel to Carlos Parada Abate (liquidator and foreign representative)

  • Arnold Bloch Leibler

In the High Court of Justice of England and Wales, Chancery Division

Counsel to Carlos Abate Parada (liquidator and foreign respresentative)

  • PCB Litigation

Partner Jon Felce in London

 

In the United States Bankruptcy Court for the Southern District of Florida

In re: Alberto Samuel Chang Rajii

  • Judge Laurel Isicoff

Counsel to Carlos Abate Parada (liquidator and foreign representative)

  •  Sequor Law

Founding shareholders Gregory Grossman and Edward Davis with partner Arnoldo Lacayo in Miami

 

In the Isle of Man

Counsel to Carlos Abate Parada (liquidator and foreign representative)

  • Callin Wild

Florida Bankruptcy Court Adopts JIN Guidelines

By Dominic Lawson

The Chief Bankruptcy Judge for the Southern District of Florida has ordered the adoption of the Judicial Insolvency Network’s (JIN) Guidelines on court-to-court communication and cooperation – making Florida the third US state to sign up to them.

Judge Laurel Myerson Isicoff made the administrative order on 1 February. Effective immediately, the order adopts 14 guidelines on communication and cooperation between courts in cross-border insolvency matters drafted by the JIN, a group of international judges who met for the first time in Singapore in October 2016.

The guidelines are designed to improve coordination and cooperation between courts presiding over international insolvency cases in a bid to enhance efficiency and effectiveness.

Gregory Grossman, a founding shareholder at Miami-based firm Sequor Law, which has filed more than two dozen Chapter 15 cases, tells GRR that the Southern District of Florida has the third most Chapter 15 filings in the United States, which “makes sense given Miami’s status as a gateway to Latin America and its significant ties to the Caribbean.”

“These guidelines should foster the continued cooperation between US Bankruptcy Courts and the insolvency courts of the rest of the world by adding a framework for even more direct communications,” Grossman says, adding that his firm welcomes their adoption.

The guidelines allow courts to communicate directly with each other and to give notice of proceedings to parties in other jurisdictions. They also state that courts should encourage cooperation between administrators of parallel proceedings on all aspects of a case.

The JIN Guidelines received the “most important overall development” award at the GRR Charity Awards in June.

On 1 February 2017, Singapore and the District of Delaware became the first jurisdictions to adopt the JIN guidelines. The Southern District of New York adopted the guidelines on 17 February and was followed by Bermuda in March. England and Wales adopted the guidelines in May, as did the BVI. New South Wales followed suit in September.