‘Hope Gap’, Like the Marriage it Portrays, is Pleasant but Entirely Bored and Stale
Set in the English coastal town of Seaford, Grace (Annette Bening with a slightly wobbly British accent) and Edward (Bill Nighy) share a comfortable yet unsatisfactory life. Grace spends her days reciting poetry (which she is collecting for an anthology), Edward is more serious, working as a teacher with a penchant for correcting Wikipedia entries. When Edward urges their son Jamie ( The Crown’s Josh O’Connor) to come home from the city, it soon becomes clear something is not right between his parents and their 30-year-old marriage. Edward suddenly announces that he’s leaving Grace for a younger woman, a mother of one of his problem pupils.
There is a strong Tennessee Williams influence to this William Nicholson ( Gladiator and Unbroken) script. The couple are both ambling through their later years, trying to hold on to any passion they may have had. Grace implores Edward as he shows the faintest of interest in their relationship, her tactic too aggressive and needy.
Hope Gap is a slow and stuffy film that often feels like a filmed play. It revolves around people talking and walking in various places, offering a more nuanced take on marriage drama. Unlike Marriage Story, it’s a mature look at what happens when an split comes out of the blue. Inspired by the divorce of Nicholson’s parents, the topic of divorce is dealt with sensitively for both parties. Hope Gap struggles by just how realistic and nuanced the script is. It’s bad enough living through all the nuances heartbreak calls, let alone watch it drawn between two strangers.
The script is a rather dreary one, likely to bring back bad memories for anyone who has taken part in a breakup (whether it’s their own, or someone else’s). Neither lead characters are particularly likeable-yes realistic, but not a couple you would want to spend 90 minutes with. Grace is argumentative and rude, stubborn and selfish whilst Edward is dull and gets caught up in schedules and incorrect internet pages. Grace talks in lengthy poetry quotes that make it hard for audiences to attach themselves to her. They both seem to have the worst traits of an ageing couple, with none of the endearing ones. By the end of the first act you’ll be begging for Edward to get on with it and leave his wife, just to put you out of the second-hand embarrassment of watching them.
Jamie is struggling with his own relationship problems, which are ignored in favour of exploring his mother’s pain. He is confronted by his two friends, who are so firmly relegated to ‘supporting’ status their subplot might as well have been edited out. A better film may have delved into why his parent’s relationship has caused him to struggle with his own relationships. As fantastic of an actor O’Connor is, his character has no spark and serves no purpose to the plot.
The film just gets more and more emotionally brutal as it goes on. After Edward leaves, Grace adopts a dog and names it after him. Whenever Jamie starts coming home regularly, he finds her sat on the stairs waiting for the real Edward to come home. She sees the ghost of him walking around their house long after he’s moved out. The writing is never too showy and overly emotional, whilst Grace is all monologues and thrown dishes, Edward is the walking epitome of repressed emotions. It’s so intimate, that it’s almost painful to watch, especially for those who recognise the situation.
Hope Gap has quintessentially English qualities, both for better and worse. It’s authentic but lacks any sparkle, it’s clever but too stuffy for its own good, it’s sentimental but awkward. Benning and Nighy find complexities in two underwritten characters, whilst O’Connor proves why he’s one of the brightest British actors at the moment despite having little to do but stare open-mouthed at his parents.
Hope Gap is deeply sad, and struggles to find any balance. “The thing about unhappiness is that after a while, it stops being interesting,” Grace muses; and this film really suffers from this statement. A shot at some dark humour wouldn’t have been amiss, the tension so unbearable you long for a laugh. Hope Gap, like the marriage it portrays, is pleasant but entirely bored and stale.
Hope Gap is available on VOD from May 8th
by Amelia Harvey
Originally published at http://screen-queens.com on May 7, 2020.


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We used to have a cat named Uncle Rico. Yes. We named him after Uncle Rico from the movie Napoleon Dynamite. We’re weird that way.
Anyway, this was a cool cat. Super sweet, super spunky, and full of character. He was pretty much perfect except for one really annoying habit. He would steal straws out of our
Every. Single. Time.
It was seriously annoying. You’d wake up in the morning and the straw that was in the water glass on the nightstand would now be in the hallway. You’d be watching a show on the television and the
drink that was sitting right next to you would be missing it’s straw! Where did it go? The back bedroom, of course!
He was a sneaky little bugger.
One evening, Uncle Rico got outside and never came home. For weeks we searched for our kitty. I feared that he had been attacked by one of the raccoons or coyotes in the area, but still didn’t
want to give up hope. I knew eventually I would have to face the fact that my little buddy may never come home, but I was still in denial. The idea of him being lost, or taken, or hurt somewhere
was driving me crazy.
This is when the story gets weird…
About three weeks after Uncle Rico went missing (and three weeks of crying over him daily), I was in my room by myself. All of a sudden, I hear the voice of my good friend Henry (who had passed
about a year earlier) say, “Shelly, Uncle Rico is dead. He was attacked by a coyote in the woods behind your house. He did suffer some, but once he passed he came to me. Uncle Rico and I are here
together so you can stop searching and stop crying over him. He is at peace.”
I had received a clairaudient message from my friend about my beloved pet!
If you aren’t familiar with Clairaudience, it is an intuitive gift meaning clear hearing where one receives words or messages that are not from their own thoughts. This usually
occurs in your mind or it can also be an auditory experience where you actually hear something, like my message from Henry.
After telling my husband what I had just heard from Henry, we sat down to relax for the evening; feeling sad but content with the information I had received.
I reached to my right to grab my drink, and the straw in my non-carbonated drink lifts straight up out of the glass and lands on the table.
Whaaaaat? Uncle Rico decided to ‘steal’ my straw one last time.
I knew it was a good-bye from my little buddy. There was no explanation for that straw to lift itself straight up and out of my drink. The visit from both Henry and Uncle Rico was a gesture of
love from the both of them.

domain: literature


How one million of us have a secret credit card to hide lavish purchases from our other half
Britain is a nation of secret spenders, according to the results of a new study.
More than one million Brits have a secret credit card they use to hide extravagant purchases from their partner, the poll found.
Women are most likely to use their card to buy clothes and shoes, while men often use theirs to pay for expensive gadgets and alcohol.
Just over half of adults - 54 per cent - lie to their loved ones about the number and price of items they buy, the study by Debenhams Personal Finance found.
Big spender: Women are most likely to use a secret credit card to buy clothes and shoes (posed by models)
Of those who tell price-porkies, six in ten lie to their partners and a third hide the truth from their parents.
For 14 per cent, this is because they are embarrassed to be seen splashing out during a recession, while 18 per cent are 'ashamed' of their extravagance.
However, just one in ten men and women suspect their partner of lying to them about their spending, the poll of 2,000 people found.
A sneaky eight per cent also keep a secret stash of cash and three per cent have a secret credit card - that's 1.18 million adults.
Secret shopper: 1.18m adults admitted they spend on a card their other half doesn't know about (posed by model)
Beautician Ann Evans, from Portsmouth, Hants, said she often conceals purchases from her boyfriend because they are 'embarrassingly expensive'.
The 27-year-old said: 'My boyfriend and I are supposed to be keeping a close eye on our spending as we save for a mortgage.
'However, if I’m out shopping with friends I can rarely resist buying a new pair of shoes - or two.
'The shoes I buy can be embarrassingly expensive so there's no way I can tell my boyfriend how much I really pay for them.
'Thankfully he does not know a great deal about fashion so I can tell him they cost much less and he’s none the wiser.
'I did have a secret credit card I used to put some purchases on but I was rumbled when I went to pay with it by mistake when I was with him.'
Mike Hazell, from Debenhams, said: 'Our research shows that during these difficult times, people are becoming less extravagant with their lifestyles.
'Instead they are choosing to play down the true cost of some of their purchases and in some cases even hiding it.
'They admit to feeling guilty or even embarrassed about splashing out on luxuries at a time when many of us are experiencing a strain on our personal finances.
'As long as you act sensibly, if you are going to treat yourself, a credit card can be a good way to make sure you don’t go past your overdraft limit and incur fees and it can also help build up your credit rating.
'But if you really cannot afford something, you should resist temptation and save up for it instead.'
ITEMS WOMEN LIE THE MOST ABOUT BUYING
1. Clothes (47 per cent)
2. Shoes (30 per cent)
3. Gifts (28 per cent)
ITEMS MEN LIE THE MOST ABOUT BUYING
1. Gadgets (30 per cent)
2. Gifts (19 per cent)
3. Alcohol (19 per cent)
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The entourage impact of CBD & THC for sleep. An East Bay, California native, Eloise is a passionate advocate for medical hashish and cannabis oil alternatives after seeing the optimistic benefits it has had for patients. In partnership with Dr. R. David Ferrara MD, she started Radicle Health, a clinic devoted to ensuring sufferers receive the qualified counseling they need to safely and effectively use cannabinoids to handle a well being situation, remedy an illness or reduce their intake of prescription drugs. She also gives schooling and coaching to other medical practitioners on the therapeutic potential of cannabis as a therapy possibility.
The plant genus hashish comprises lots of of compounds, with a little over a hundred of the chemical substances often known as cannabinoids being current in various strengths. With THC and CBD being the most prominent, you might have heard of 1 or the other or both. Nevertheless, THC has lengthy been associated with cannabis due to its effects on the human endocannabinoid system, creating the excessive” that has made this weed so common with many people. These mind-altering results created by THC have additionally been used to vilify the plant for many years, making a source of competition about the safety and potential for abuse by using hashish.
In an in depth however barely dated literature assessment (2006) with regards to cannabinoids and pain regulation, the authors concluded that phytocannabinoids and their synthetic analogs may very well be extremely efficacious for treating numerous cbd vs marijuana ache conditions. Yet the effects of natural cannabinoid extracts seem to be higher than these of synthetic cannabinoids, in keeping with the authors.
Individuals reportedly took marijuana for a spread of signs, including melancholy , nervousness, insomnia, stress, fatigue and back pain. The contributors reported the severity of their symptoms see post on a scale of zero (no symptoms) to 10 (severe symptoms) before utilizing marijuana, and then again within the next ninety minutes after taking the drug.
Effortless THC vs CBD Solutions In The USA
The human body has an endocannabinoid system that is linked to the central nervous system and the peripheral nervous system. Endocannabinoids are chemical compounds, similar in shape to cannabinoids, that exist naturally within the human physique. These compounds interact with cannabinoid receptors; collectively, they will influence other physique systems via nervous system messengers called neurotransmitters.
Pharmaceutical companies are currently engaged on creating cannabinoid specific drugs. Which means that they give attention to both CBD or THC as the base of their medicine. Nonetheless, the hashish neighborhood has all the time been raving about whole plant medicine” and for good motive, cannabinoids work collectively to provide a higher diploma of medical reduction. This course of is healthier often called the Entourage Effect.” Before we talk in regards to the Entourage Effect in more detail, let’s first check out THC and CBD topicals individually.
Terpenes are tiny, aromatic molecules in hashish that create its smell and style. Terpenes aren’t solely present in cannabis—they’re discovered in lots of pure plants, fruits and flowers. There are greater than one hundred fifty totally different terpenes that have been recognized. Completely different combinations of terpenes in different strains of hashish create distinctive tastes and smells. They also contribute to completely different strains having different results when we eat them.
No-Fuss Methods For THC vs CBD For Depression
Medicinal cannabis, on the other hand, has been legalized in many countries around the world. So what makes the distinction between the two? The reply lies in hemp versus marijuana. Hemp-derived CBD accommodates less than 0.03% of THC and is considered legal in all the above-talked about international locations. With low ranges of THC, this compound does not have the ability to trigger the typical marijuana excessive.” Marijuana-derived CBD Oil, alternatively, may have excessive quantities of THC and is due to this fact considered illegal in most elements of the world.

domain: medical


text:
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Turquoise outdoor dining tabel design suggest comfortable experience involve color allocation, items alignment, blending design alliance and design plan inspiration, which the entire feature unite in a group to build beautiful . Current design show up in general was awarding unusual atmosphere to environment neighboring which is created with sophisticated design.
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domain: artistic


text:
China has reportedly started a large-scale mining operation near its border along Arunachal Pradesh in India, potentially increasing the friction between the two Asian giants, reported South China Morning Post.
According to the report, a huge trove of gold, silver and other precious minerals, valued at nearly US$60 billion by Chinese state geologists, has been found.
People familiar with the project say the mines are part of an ambitious plan by Beijing to reclaim South Tibet, a sizeable chunk of disputed territory currently under Indian control. China’s moves to lay claim to the region’s natural resources while rapidly building up infrastructure could turn it into “another South China Sea”, they said.
Most of the precious minerals – which include rare earths used to make hi-tech products – are hidden under Lhunze county, a military stronghold China took from India by force nearly 60 years ago.
Due to the booming mining centre, people are rapidly pouring into the area that once had only 30,000 permanent residents. People familiar with the mining plan say the pace of development in Lhunze is part of a Beijing’s efforts to regain full control of South Tibet or Arunachal Pradesh – currently an Indian state.
China conquered South Tibet after a war with India in the early 1960s. “But our troops had to retreat quickly because we had no people there to hold the land,” said Zheng Youye, a professor at the China University of Geosciences in Beijing and the lead scientist for a Beijing-funded northern Himalayan minerals survey. According to him, the new mining activities would lead to a rapid increase in the Chinese population in the Himalayas, which would provide stable, long-term support for any diplomatic or military operations aimed at gradually driving Indian forces out of territory claimed by China.
India currently controls most of South Tibet, or Arunachal Pradesh – an area known for its rich Tibetan culture and lush landscape dotted with Buddhist temples. It has a population of 1.2 million spread across more than 83,000 square-kilometres.
Over the decades, New Delhi has built up a strong military presence in the area, including airports and missile launch facilities. The Indian government has also encouraged people in other parts of India to migrate to the most northeastern state.
In Lhunze, some of the newcomers are still acclimatising. Weng Qingzhen, who owns a Sichuan restaurant in the county, said she moved there less than two months ago after friends and relatives told her about the mining boom.
“We came here for the gold rush, but this place is not as wild as I thought,” she said. “It’s orderly and civilised and there’s an ample supply of almost everything you need. The only thing there’s a shortage of is oxygen.” Lhunze sits at an altitude of 4,000 metres (13,123 feet) above sea level.

domain: geography


text:
I have always been amazed by such unique earbuds! Totally wireless, yet sound amazing! It's the little things that matter too! and while I agree I have heard a richer sound from other audio products, for the price you pay the sound is just fine.
Even though they are light weight, these stands are well built and definitely heavy duty. I used them in my home theater room to raise my front speakers off of the floor, and they made a significant improvement.
Easy to assemble with user friendly assembling instructions..perfect for cube bose speakers and comes with adjustable stand for bigger speakers too..absolutely love it..a very slick addition to my home theater
All functionality is great other than audio quality from the computer. Music is extremely muffled and low quality. When I chatted with support they simply said "it's not designed for that", however my last USB headset (single ear Jabra) produced crystal clear music audio quality. A shame, really.
If you need further help or information please visit our Online Help Center

domain: hobby


An early vote in the Senate Friday morning advanced Betsy DeVos to the last stage in becoming the U.S. Secretary of Education. The vote to finalize her confirmation will take place early next week.
Republican Sens. Susan Collins of Maine and Lisa Murkowski of Alaska, however, along with all 48 Democrats in the Senate, are expected to oppose DeVos, according to Lauren Camera today in the U.S. News. Unless the Democrats find one more rogue Republican, Vice President Mike Pence will break the tie.
The Secretary of Education isn’t exactly the most powerful position in the cabinet, yet in the New York Times today, Dana Goldstein wrote that the Senate has been bombarded with calls opposing DeVos, protestors in women’s marches have labeled her “an out-of-touch billionaire,” and high schoolers have up and left their classes to express their distaste for the nominee. Betsy DeVos could be “the most jeered” of President Donald Trump’s cabinet picks.
According to Kimberly Hefling yesterday on Politico, if DeVos is confirmed as secretary of education, the grueling process she’s had to go though could leave her reputation scarred and impede her progress. She will be forced to spend much of her time in office winning the trust of public school officials, special education advocates, and the like, instead of promoting her policies.
Maybe all the controversy stems from the aftermath of Trump’s election, but one thing is certain: Betsy DeVos is the most contested Secretary of Education nominee since the position was created in 1979 and the first who may face rejection.


發布日期：2018-04-09 作者：地源熱泵公司 點擊：
A very important stage is to seal the well backfill ground source heat pump system in the construction process, we can through the following three steps to complete, well backfilling work, many details of the problem which we should pay attention to, not because of carelessness and affect the quality of the whole project, we first look through what is walking, backfill work the whole system of wells.
The U type is guaranteed to not rush to seal the well qualified pressure;
Backfill does not meet the requirements;
Grouting pipe is too fast when backfilling.
Our company will abide by the principle of commercial credit and equality and mutual benefit, dedication to provide users with the best service, create more perfect works, Cheng is willing to work with friends from all walks of life hand in hand to forge ahead to create prosperity.


text:
I don't know that he offers "a smart anti-paleo" argument, per se, but Dr Ornish's program is highly divergent from Paleo when it comes to red meat, fat, animal sourced foods. He also includes grains, legumes and other non-Paleo foods in his program. His plan is very CW centered (calories in, calories out, and that red meat, saturated fat are evil), but does have some actual data backing it's success in heart disease reversal.
You can find loads of info on Ornish and his "Spectrum" program via the Google.
But all that said, a big part of his program is transitioning OFF the Standard American Diet processed foods, smoking cessation, meditation/relaxation techniques and the like. Undoubtedly those moves are beneficial and would be part of any Paleo Program as well! It's like the Ornish Program takes a half step from SAD towards Paleo, notes great results, and then vilifies the no-grain and acceptance of animal sourced foods that Paleo espouses. FacePalm!
Dunno that that is helpful to the original question, but I do think that the Paleo elements of Ornish's program are what makes it work.

domain: food


Voting Al-Qaeda in Ohio
As the off-year elections approach, the most attention-getting statewide race in Ohio is a ballot question on casinos. But one Ohio registered voter who might miss having his say on that critical question is convicted al-Qaeda terrorist Christopher Paul, who was sentenced back in February to 20 years in prison on charges of conspiracy to use weapons of mass destruction to kill Americans.
A quick check of the Franklin County Board of Elections website finds that Paul is still registered to vote in Ohio. Speaking with Board of Elections spokesman Ben Piscitelli last week, he confirmed that Paul’s registration was still active and blamed the federal courts for not informing the board of his change of status. Piscitelli finally offered that the best way to have the al-Qaeda terrorist removed from the voter rolls is for me to file an official challenge to his registration.
Christopher Paul can hardly be described as a jihadist wanna-be. As Andy Cochran at the Counterterrorism Blog noted at the time of his plea agreement, Paul is the earliest known American al-Qaeda operative, joining the mujahadeen in Afghanistan and Pakistan in the early 1990s (though long after the departure of the Soviets) and continuing to communicate and obtain supplies for al-Qaeda operatives based in Europe.
As the statement of facts Paul admitted to in court describes, upon his return to the U.S. he began conducting jihadist training based out of the Columbus, Ohio, mosque he worked for as a paid martial arts instructor. He would also conduct training sessions at an Ohio state park, eventually building a sizable terrorist cell. According to documents filed in his case and the earlier cases against his two co-conspirators, Iyman Faris and Nuradin Abdi, the Columbus al-Qaeda cell grew to at least a dozen members, only three of which (Paul, Faris, and Abdi) have been charged. Paul was specifically convicted of planning terrorist attacks against U.S. citizens at home and abroad.
The implications of election authorities not able to remove convicted terrorists from voter rolls would seem to be self-evident. Unfortunately, this is not a new problem for the Franklin County Board of Elections.
In fact, it was only last year when I reported prior to the November 2008 presidential elections that Paul was still on the Ohio voter rolls. At that time, the Board of Elections claimed that since Paul had only pled guilty and had not yet been sentenced, he would be removed within of month of the court doing so. He was sentenced in February of this year and the paperwork finally was signed by the federal judge in March. However, after seven months, it seems whatever communications between the court and the Board of Elections needed to occur to remove Paul from the voter rolls have not happened yet.


text:
The Rock and the Belvedere in Versailles by Claude-Louis Chatelet
The Belvedere and the Rock of the English garden of the Petit Trianon are faithfully depicted here by Claude-Louis Chatelet. The painter has, however, added a bridge and a pergola with columns between the pavilion and the Rock where in reality there was only a timber walkway. This oil on canvas repeats the view of a watercolour painted by Chatelet for the collection of plans and views of the Petit Trianon given in 1786 by Marie-Antoinette to one of her brothers, the Archduke Ferdinand, Duke of Brigsau and governor of Lombardy on his visit to Trianon (Modena, Biblioteca Estense).
The painting with its daytime view is very close to The Illumination of the Belvedere and the Rock of the Petit Trianon in 1781 in honour of the Comte de Provence, the king’s brother, or the Emperor of Austria Joseph II (MV 7796), also by Chatelet, dated 1781 and kept in Versailles. The pergola is absent here, while the timber walkway is clearly shown.
The Rock and the Belvedere will join the Night Festivity (MV 8384, donated by Baroness Liliane de Rothschild) and The Illumination, hung on the second floor of the Petit Trianon, from which one can in fact see the Belvedere


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Ad hoc report amendment of the convening notice EGMS 7/8 dec 2015
Teraplast S.A. informs its shareholders that on November 16th 2015 received from the Financial Supervisory Authority the demand DETA 29979/16.11.2015, by which the company was notified to respect the provisions of the art. 5 pct. 11 from the NSC regulation no. 6/2009, as subsequently amended and modified, in the sense that the EGMS convening notice, established for the 7/8 December 2015, must contain the proposal regarding the payment day (defined at the art. 2 align. (2) letter d¹ of NSC regulation no. 1/2006 as subsequently amended and modified).
Given the fact that, according to the legal provisions, the Board of Directors can’t unsolicited modify and amend a convening notice already issued, the Chairman of The Board of Directors, Mr. Dorel Goia bore his rights of shareholder which holds at least 5% of share capital and have claimed by the demand no. 384813/19.11.2015 the amendment of the EGMS agenda in the sense of those requested by the Financial Supervisory Authority.
In the meeting of 20.11.2015 the Board of Directors of Teraplast approved the amendment of the EGMS agenda, according to the request of the shareholder.
In order to ensure a complete and correct information of the shareholders, we reproduce the amended form of the EGMS convening notice, which will be held on 7/8 December 2015.

domain: finance


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|1||Criacr Aux Bluetooth Adapter for Car||9.8||Check Latest Price|
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|7||Bluetooth FM Transmitter - RAXFLY Bluetooth Car Adapter Transmitter FM Audio Receiver Dual USB PD Type C Car Charger Support TF Card and U-Disk Compatible for iPhone 11 Samsung S20 All Smartphones||8.8||Check Latest Price|
|8||Nulaxy Wireless in-Car Bluetooth FM Transmitter Radio Adapter Car Kit||8.6||Check Latest Price|
|9||Nulaxy Wireless In-Car Bluetooth FM Transmitter Radio Adapter Car Kit W 1.44 Inch Display Supports TF/SD Card and USB Car Charger for All Smartphones Audio Players||8.2||Check Latest Price|
|10||Bluetooth FM Transmitter for Car [2021 Upgrade] Bluetooth Car Adapter Kit||8.2||Check Latest Price|
Table Of Content:
- Criacr Aux Bluetooth Adapter for Car, HandsFree Call Dual Ports Car Charger, FM Radio Transmitter Receiver...
- Handsfree Call Car Charger,Wireless Bluetooth FM Transmitter Radio Receiver,Mp3 Audio Music Stereo Adapter,Dual...
- JETech Wireless FM Transmitter Radio Car Kit for Smart Phones Bundle with 3.5mm Audio Plug and Car Charger...
- GOgroove FlexSMART X2 Mini Bluetooth FM Transmitter Car Kit with Hands-Free Calling, USB Charging Compatible...
- Aluratek Bluetooth Car Audio Receiver and FM Transmitter with Mic for Hands-Free Calls , Blue...
- Bluetooth FM Transmitter in-Car Wireless Radio Adapter Kit W 1.8" Color Display Hands-Free Call AUX in/Out...
- Bluetooth FM Transmitter RAXFLY Bluetooth Car Adapter Transmitter FM Audio Receiver Dual USB PD Type C...
- Nulaxy Wireless in-Car Bluetooth FM Transmitter Radio Adapter Car Kit ,1.8 Inch Display Supports TF/SD...
- Nulaxy Wireless In-Car Bluetooth FM Transmitter Radio Adapter Car Kit W 1.44 Inch Display Supports TF/SD...
- Bluetooth FM Transmitter for Car [2021 Upgrade] Bluetooth Car Adapter Kit, Huge 1.44-inch Display, SD/TF...
1. Criacr Aux Bluetooth Adapter for Car
- High Quality Bluetooth Transmitter – More stable FM signal, better anti-interference performance, enhanced sound experience and built-in microphone with Echo cancellation and noise suppression (CVC) technology, offer your hands-free talking and wonderful music.
- Dual USB Charging Ports】- This car fm transmitter with two USB ports for charging devices, It has two USB charging ports, It can charge two devices at the same time and has overcharge protection.
- Excellent HI-FI Stereo Sound – Noise and wind suppressed by CVC technology to create full duplex sound quality; support MP3/wma/wav/flac, anti- statics design, enjoy the lossless music in your car!.
- Universal Compatibility & Memory Function – Supporting mobile’s A2DP function, work with SD, TF card and U disc.
- Charge Easily – With two USB charging ports (output 5V-2100MA), you can get your devices full charged in short time.
2. Handsfree Call Car Charger
- Dual USB car charger: 2 USB charging port to charge most USB Devices.
- More compatibility: wireless Bluetooth FM transmitter adapter for car radio,transfer calling/MP3 music/Cellphone voices to car speaker.
- Hands free function: built-in microphone, switch to hands-free mode automatically from music playing status when receiving calls.
- Car battery voltage function: Show 3 seconds voltage when plug into the car outlet port.
- Music playing:support Bluetooth /USB disk/TF card/ MP3/wma player.
3. JETech Wireless FM Transmitter Radio Car Kit for Smart Phones Bundle with 3.5mm Audio Plug and Car Charger (Black)
- Compatible with smartphones and tablets with a 3.
- Plays music or audible books from audio devices through your car stereo system.
- Extra built-in USB port charges your smartphones, tablets, GPS and other devices while driving
- Features an easy-to-read display and tactile buttons.
- Package Contents: JETech FM transmitter, instructions, customer service card
4. GOgroove FlexSMART X2 Mini Bluetooth FM Transmitter Car Kit (Manufacturer REFURBISHED) with Hands-Free Calling
- WIRELESS CONNECTION & USB CHARGING for easy to use hands free driving so you feel safe on the road.
- EQUIPPED WITH ON-BOARD CONTROLS for easy accessibility includes volume , play settings , Bluetooth pairing , call buttons and 3.
- ENHANCED VOICE DETECTION microphone makes speaking on the phone simple.
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Fm Transmitter For Smartphones Buying GuideDoes the thought of finding a great Fm Transmitter For Smartphones stress you out? Has your mind been juggling between choices when it comes to buying Fm Transmitter For Smartphones in general, specifically regarding which model to choose?If that’s the case, know that you’re not alone. Many people find it tough to buy the perfect Fm Transmitter For Smartphones for themselves. We understand the stress associated with the buying process!Since you’re here, you are obviously curious about Fm Transmitter For Smartphones Reviews. You’ve been bombarded with information, so you need to find a reputable source with credible options before you make any decisions on which product would be best for your needs.There are many sources that’ll provide you with that information- buying guides or ratings websites, word-of-mouth testimonials from friends or family members, online forums where users share their personal experiences, product reviews specifically found all over the internet and YouTube channels. Only thorough research will ensure that you get the right product.But that’s not always easy, right? That's why we've taken time to compile a list of the best Fm Transmitter For Smartphones in today's market, on your behalf, so that there will be no more worries for you.How did we come up with the list, you ask? How did we create this buying guide?
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Following a turn down in the returns under the Goods and Services Tax (GST) system, the higher authorities are looking forward to push on the tax evaders. During a summit conducted in the capital on 9th of this month, the Union finance ministry asked the states to perform checks on highways to pick out the goods transport taking place without shelling out the correct tax amount as the check posts were closed with the instigation of GST.
Primarily, the country’s government has taken the decision to deal in an easygoing way with the traders till the GST system gets perfectly alleviated. But, taking into consideration the intense turn down in the profits across the nation, the officers monitoring the execution of GST or Goods and Service tax wanted all the states to plug the loopholes.
Even if Telangana had not seen much drop in its profit ratio, it has decided to carry out regular break-ins all around the state. According to statements given by state’s principal secretary, Somesh Kumar, “out of 2,850 vehicles inspected, 226 were found infringing the recently introduced taxation rules. We have gathered almost Rs 96.90 lakh in tax and the same amount for fine.”
The Centre has planned to initiate the national e-waybills in the month of January next year so that the traders can easily generate the e-waybills anywhere around the nation with the consistent charges in any state.
The TS’ e-waybill network will also be combined with the national portal. Soon after, the officials will deepen the process of checks and will also observe whether the consumption of power by the factories goes with their production records or not.


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Centro Restaurant Review: The dramatic views of a waterfall and the Byram River might just make you forget that this Italian restaurant, located in a renovated carpet mill, is actually part of a chain. Secure a window table or dine al fresco on the terrace, taking in the sound of the cascading water below. There’s a family-friendly vibe; crayons are provided for doodling on the crisp white butcher paper that serves as a tablecloth. The kitchen’s large repertoire is a cut above what you might expect, despite all the distracting bells and whistles. Try the paper-thin San Marco beef carpaccio with Parmesan, capers, onions and olive oil. Among large plates, go for the risotto, a creamy combination of grilled shrimp, salmon and asparagus flavored with basil tomato pesto. Finish with tiramisu for dessert. Service is prompt and unobtrusive.


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Section 546(e) safe harbour
Tribune case and decision
Lyondell rulings on Section 546(e)
Lyondell decision and Tribune appeal
Section 546(e) of the Bankruptcy Code curtails the power of a bankruptcy trustee to avoid, as fraudulent transfers, settlement payments made in securities transactions.(1) Nevertheless, the US Bankruptcy Court for the Southern District of New York recently held that Section 546(e) did not bar or pre-empt state law fraudulent transfer claims asserted by a litigation trustee on behalf of Lyondell Chemical Company's creditors.(2) The trustee had asserted those claims in order to avoid and recover the billions of dollars paid to shareholders from the leveraged buy-out of Lyondell. In so holding, the bankruptcy court followed the US district court's reasoning in the 2013 Tribune Company decision,(3) and departed from the contrary ruling of another district court in Whyte v Barclays Bank PLC.(4) The Lyondell decision also runs counter to other rulings that have, in similar but not identical settings, invoked Section 546(e) to pre-empt state law claims. If left undisturbed, the decision in Lyondell will likely bolster the position of unsecured creditors seeking to recover substantial sums of money paid to former shareholders of a corporate debtor in connection with a pre-bankruptcy leveraged buy-out. Given the interlocutory nature of the bankruptcy court's order, which ruled on threshold motions to dismiss, an immediate appeal in Lyondell appears unlikely. However, appeals from the Tribune and Barclays decisions are pending before the US Court of Appeals for the Second Circuit and those appeals will be heard in tandem in the coming months.(5) Thus, the Second Circuit may, in short order, have occasion to resolve important issues bearing on the statutory breadth and pre-emptive power of Section 546(e).
Pre-emption is not a doctrine of bankruptcy, but rather one rooted in the supremacy clause of the US Constitution, which provides in relevant part that the "Laws of the United States... shall be the supreme Law of the Land".(6) Under this principle, "Congress has the power to pre-empt state law; state laws that conflict with federal laws are without effect."(7) In every pre-emption case, "'[t]he purpose of Congress is the ultimate touchstone,' which 'primarily is discerned from the language of the pre-emption statute and the statutory framework surrounding it,' as well as from 'the structure and purpose of the statute as a whole.'"(8)
Generally, three types of pre-emption exist:
"(1) express pre-emption, where Congress has expressly pre-empted local law; (2) field pre-emption, where Congress has legislated so comprehensively that federal law occupies an entire field of regulation and leaves no room for state law; and (3) conflict pre-emption, where local law conflicts with federal law such that it is impossible for a party to comply with both or the local law is an obstacle to the achievement of federal objectives."(9)
The 'impossibility' and 'obstacle' branches of conflict pre-emption are described in more detail below.(10)
Additionally, there is a "presumption against pre-emption" that "operates most forcefully when Congress legislates 'in a field which the States have traditionally occupied,' particularly 'regulation of matters of health and safety.'"(11) However, the presumption may be overcome "where 'a Congressional purpose to pre-empt... is clear and manifest.'"(12)
Section 546(e) of the Bankruptcy Code provides a safe harbour from, and therefore operates as an affirmative defence against, avoidance claims brought by a bankruptcy trustee, or other entity authorised to wield the powers of such a trustee (hereinafter, an 'estate representative'),(13) under specific provisions of the Bankruptcy Code.(14) In general, Section 546(e) of the Bankruptcy Code provides that a bankruptcy trustee (or estate representative) may not avoid, among other things, payments made to complete or "settle" securities transactions involving stockbrokers, financial institutions, securities clearing agencies or certain other entities.(15) For example, "a settlement payment made by a stockbroker to a shareholder of the debtor (including a payment made in connection with a leveraged buyout) may be protected under section 546(e)."(16)
Congress enacted Section 546(e) to minimise systemic upheaval or "displacement" in the securities and commodities markets that would result if bankruptcy trustees were permitted to reverse or unwind, through their avoidance powers, a host of transfers or trades that had been settled.(17) In particular, Section 546(e) is intended to "prevent the 'ripple effect' created by 'the insolvency of one commodity or security firm from spreading to other firms and possibly threatening the collapse of the affected industry."(18) Further:
"[by] restricting a bankruptcy trustee's power to recover payments that are otherwise avoidable under the Bankruptcy Code, the safe harbor [provided under section 546(e)] stands 'at the intersection of two important national legislative policies on a collision course – the policies of bankruptcy and securities law.'"(19)
Section 546(e) is not a defence against every form of fraudulent transfer claim. Specifically, Section 546(e) cannot be invoked as a defence when the trustee or estate representative is asserting a claim for intentional fraudulent transfer under Section 548 of the Bankruptcy Code.(20) This exception is narrow because, in a case asserting a claim for intentional fraudulent transfer, the trustee or estate representative will have to prove intent to hinder, delay or defraud creditors, rather than relying on the theory of constructive fraudulent transfer.(21) Moreover, the reach-back period under Section 548 is only two years before the bankruptcy filing date.(22) Thus, Section 548 will not be available if the bankruptcy trustee or estate representative is seeking to avoid a fraudulent transfer that occurred more than two years before the bankruptcy filing. Other fraudulent transfer statutes have reach-back periods longer than two years,(23) and depending on the circumstances, trustees or estate representatives might be able to take advantage of those longer reach-back periods by asserting claims derivatively under those other statutes, in accordance with Section 544(b) of the Bankruptcy Code.(24) However, Section 546(e) is a defence against claims brought under Section 544(b).
Courts have extended the 'safe harbour' provisions of Section 546(e) to include "various transactions involving publicly traded companies, including leveraged buyouts and repurchase agreements."(25) Moreover, even though the legislative history emphasises that Congress enacted Section 546(e) to protect public financial markets, some courts have relied on the plain language of that statute to extend its safe harbour to transactions involving stock that was not traded in those markets.(26)
Even though the express language of Section 546(e) makes it a defence against most avoidance claims asserted under the Bankruptcy Code, some courts have held that because Section 546(e) is a federal law, it pre-empts other types of state law claims that a bankruptcy trustee or estate representative may bring against shareholders.(27) These state law claims typically are for illegal shareholder distributions, breach of fiduciary duty and unjust enrichment. Courts invoking Section 546(e) pre-emption against these state law claims commonly do so on the basis of conflict pre-emption; they reason that because the state law claims are similar to fraudulent transfer claims and are seeking to recover the same payments that have been found unavoidable under Section 546(e), allowing recovery on these state law claims would render Section 546(e) meaningless and would frustrate the purpose of that statute.(28)
Lyondell and Tribune differ from the pre-emption cases described above because the Lyondell creditor trust and the Tribune creditors did not claim to be acting as bankruptcy trustees or estate representatives. By its express terms, Section 546(e) applies only to "the trustee" (and, by extension, an estate representative).(29) The plaintiffs in Lyondell and Tribune have argued that Section 546(e) does not apply to them or to their fraudulent transfer claims because they are creditors or persons acting on behalf of creditors and are not wielding the avoidance powers of a bankruptcy trustee. Instead, the plaintiffs gained (or regained) the right to pursue their avoidance claims under state law after the estate's right under the Bankruptcy Code to pursue avoidance actions was "deemed abandoned" under a confirmed Chapter 11 plan (in the case of Lyondell) or after the two-year limitation period applicable to the estate's avoidance claims expired (in the case of Tribune).
Tribune was a large media business that owned dozens of TV stations and newspapers and the Chicago Cubs baseball team. In 2007 investors led by billionaire Samuel Zell took control of Tribune through a leveraged buy-out that paid Tribune shareholders approximately $8 billion for their shares and increased Tribune's debt load from $5.3 billion to $14 billion. Tribune operated for almost a year after the leveraged buy-out but, amid the worldwide economic downturn, Tribune and its subsidiaries filed for bankruptcy protection in December 2008.(30)
In October 2010 the creditors committee appointed in the case obtained the bankruptcy court's permission to pursue claims arising out of the leveraged buy-out on behalf of the bankruptcy estate. The committee then filed a complaint against Zell, Tribune's officers and directors, financial advisers and others, asserting claims for breach of fiduciary duty, payment of illegal dividends, unjust enrichment and other legal theories. One count of the complaint named a number of Tribune's former shareholders individually as defendants and as representatives of a putative defendant class, and sought to avoid the payments to shareholders in connection with the leveraged buy-out as intentional fraudulent transfers. The committee did not allege that the payments were constructive fraudulent transfers avoidable under Sections 548 and 544(b). The two-year limitation period under Section 546(a) of the Bankruptcy Code was allowed to run with respect to those constructive fraudulent transfer claims.(31)
At the request of Tribune's bondholders, the bankruptcy court lifted the automatic stay, permitting the bondholders and other Tribune creditors to file their own constructive fraudulent transfer claims under state law against the former shareholders.(32) Starting in June 2011, plaintiffs commenced 44 actions in 21 states against more than 1,700 former Tribune shareholders, seeking to avoid under state law the billions of dollars that the shareholders had received from the leveraged buy-out as constructive fraudulent transfers.(33) These actions were consolidated in the US District Court for the Southern District of New York.(34) The defendants filed a joint motion to dismiss in November 2012 arguing, among other things, that Section 546(e) pre-empted the plaintiffs' constructive fraudulent transfer claims.
On September 23 2013 the district court in Tribune issued an opinion rejecting their pre-emption argument.(35) At the outset, the court determined that Section 546(e) did not apply to the avoidance claims of individual creditors because that statute "addresses its prohibition on avoiding settlement payments only to the bankruptcy trustee, and the Court works from the premise 'that Congress says in a statute what it means and means in a statute what it says there.'"(36)
The district court then turned to the defendants' argument in support of implied pre-emption – chiefly, that if the Tribune creditors' constructive fraudulent transfer claims were allowed to proceed, those claims would frustrate the purpose of Section 546(e) and stand as an obstacle to its accomplishment. The court observed that Congress "repeatedly indicated that it did not enact Section 546(e) to protect market stability to the exclusion of all other policies", such as the aim of making creditors of the bankruptcy estate whole.(37) For instance, when the Commodity Futures Trading Commission petitioned Congress to amend the statutory precursor to Section 546(e) to pre-empt state law constructive fraudulent transfer claims, Congress declined to do so.(38) Moreover, the court said that "on each of the eight occasions when it has amended Section 546(e), Congress has never added an express preemption provision".(39) Congress knows how to pre-empt state law claims of individual creditors when it intends to do so. As an example, the court cited Section 544(b)(2) of the Bankruptcy Code, which creates a safe harbour for charitable contributions and provides further that "[a]ny claim by any person to recover a transferred [charitable] contribution… under Federal or State law… shall be preempted by the commencement of the bankruptcy case."(40) Section 546(e), by contrast, "names only the [bankruptcy] trustee".(41) The court reasoned that Congress "struck some balance between various policy priorities, which means that it has determined that fraudulent conveyance actions are not necessarily and in all cases 'repugnant' to the interest of market stability."(42) It was not the court's function then to "upend Congress's balance between the operation of state and federal law, even if doing so would clearly benefit investors and markets."(43)
The district court in Tribune distinguished its pre-emption ruling from the decision rendered in Whyte v Barclays Bank.(44) In Barclays a confirmed Chapter 11 plan established a litigation trust, and authorised that trust to pursue avoidance actions as the estate representative and as the representative of individual creditors.(45) The litigation trust sued to avoid a pre-bankruptcy swap transaction, and Section 546(g) of the Bankruptcy Code, which provides a safe harbour for swap transactions, was raised as a defence.(46) The Barclays court determined that Section 546(g) impliedly pre-empted the fraudulent transfer claims of the litigation trust.(47) However, the court in Tribune concluded that Barclays had no bearing on its analysis because in Barclays the trust "could not simply take off its trustee hat, put on its creditor hat, and file an avoidance claim that Section 546(g) prohibited the trustee from filing."(48) By contrast, the individual creditors pressing their claims in Tribune were "not creatures of a Chapter 11 plan, and they are in no way identical with the bankruptcy trustee; as a result, there is no reason why Section 546(e) should apply to them in the same way that Section 546(g) applied to [the litigation trust]."(49)
Although the district court in Tribune found no pre-emption of the creditors' fraudulent transfer claims, this did not translate ultimately into a favourable outcome for the creditors. The court observed that the confirmed Chapter 11 plan in Tribune had established a litigation trust, which now held the intentional fraudulent transfer claims originally filed by the creditors committee.(50) Because the Tribune litigation trust was pursuing its fraudulent transfer claims to attack the same shareholder pay-outs that the creditors were targeting, the court concluded that the automatic stay under Section 362(a)(1) of the Bankruptcy Code deprived the creditors of standing to pursue their fraudulent transfer claims simultaneously.(51) Rather than holding the creditors' claims in abeyance until the trust completed its action, the court in Tribune dismissed the creditors' claims.(52)
The Tribune plaintiffs have appealed the district court's ruling to the Second Circuit, and the defendants in that proceeding have cross-appealed on the pre-emption issue. Thus, the Second Circuit may have occasion to address pre-emption, particularly if it reverses the district court on the automatic stay ruling. Reversal of the automatic stay ruling is certainly not out of the question, because the automatic stay was no longer in effect when the Tribune court chose to cite it as the basis for dismissing the creditors' claims. As the Tribune appellants have pointed out in their opening brief to the Second Circuit, the automatic stay was terminated by operation of law when the Tribune plan went effective, which occurred before the district court ruled on the motion to dismiss.(53) Moreover, the bankruptcy court in Tribune had lifted the automatic stay to allow the fraudulent transfer actions to be filed.(54) For these reasons, a decision affirming the district court based on the automatic stay hardly seems to be an inevitable result.
The fraudulent transfer litigation in Lyondell arose from a pre-bankruptcy leveraged buy-out of Lyondell Chemical Company in 2007 that was financed through borrowings secured by the assets of Lyondell and many of its operating subsidiaries. The selling shareholders received, in connection with the leveraged buy-out, approximately $12.5 billion for their shares.(55)
In early 2009 the successor to Lyondell and numerous affiliates filed for bankruptcy protection. In April 2010 the bankruptcy court confirmed the debtors' plan of reorganisation, which among other things, provided that the "[d]ebtors shall be deemed to have abandoned" any and all rights to pursue avoidance claims under Section 544(b) against the former Lyondell shareholders. The confirmed plan also created litigation trusts to pursue claims arising from the leveraged buy-out for the benefit of creditors. One trust formed under the plan was the "litigation trust", which was assigned and had authority to prosecute all pending avoidance and other claims, except for the abandoned avoidance claims. Moreover, except for the abandoned claims, the plan provided that all of the debtors' non-pending but potential avoidance claims would be assigned to the litigation trust or retained by the reorganised debtors. Another trust formed under the plan was the "creditor trust", which received authority to prosecute, on behalf of creditors, state law fraudulent transfer claims against former Lyondell shareholders. In other words, instead of pursuing the claims on their own, the creditors contributed their claims to the creditor trust for prosecution on their behalf.(56)
In October 2010 the trustee of the creditor trust filed suit in New York state court, asserting only state law fraudulent transfer claims against numerous defendants, all of whom were alleged to have been Lyondell shareholders that received more than $100,000 for their shares as a result of the leveraged buy-out.(57) The suit was removed to federal district court, which in turn, referred the case to the bankruptcy court that had jurisdiction over the Lyondell reorganisation. Several motions were made to dismiss the trustee's suit, raising a number of defences, including the Section 546(e) safe harbour.
Lyondell rulings on Section 546(e)
On January 14 2014 the bankruptcy court rendered its decision denying the motions to dismiss on the Section 546(e) issue.(58) Relying on the text of Section 546(e), the bankruptcy court determined that Section 546(e) was, by its terms, "inapplicable to state law claims brought on behalf of individual creditors."(59)The court emphasised that Section 546(e) "provides that 'the [bankruptcy] trustee may not avoid a transfer'".(60) As a result, Section 546(e) applied to claims that were available to trustees or estate representatives under specific provisions of the Bankruptcy Code. By contrast, the court said that "there is no statutory text making section 546(e) applicable to claims brought on behalf of individual creditors, or displacing their state law rights, by plain meaning or otherwise."(61) Section 546(e) did not bar those claims because the claims of the creditor trust were "not being asserted on behalf of the estate", but instead were "asserted on behalf of individual creditors".(62)
Although the defendants had not sought dismissal based on express pre-emption, the bankruptcy court nevertheless turned to that branch of the doctrine, and found no basis for concluding that Congress had expressly pre-empted state law fraudulent transfer claims.(63) As for field pre-emption, the court observed that states have had fraudulent transfer laws on the statute books for over 200 years, and creditors have exercised their rights under those laws without resorting to bankruptcy proceedings. During the years in which federal bankruptcy laws have been in effect, those laws have coexisted with state fraudulent transfer statutes. Even today, Section 544(b) of the Bankruptcy Code provides trustees with the avoidance remedies available to creditors under state law, which hardly manifests an intent to wholly occupy the field of avoidance actions.(64)
The court then turned to conflict pre-emption, which has two branches: the impossibility branch and the obstacle branch. Impossibility occurs when "state law penalizes what federal law requires, or when state law claims directly conflict with federal law."(65) The conflict must overcome the presumption against pre-emption. In Lyondell, the court could not find such a conflict. The court observed that nothing in federal law requires shareholders to sell their stock in connection with a leveraged buy-out or otherwise. Moreover, state fraudulent transfer laws did not purport to regulate conduct; these laws merely assigned consequences to certain past conduct, and provided a right of action to unpaid creditors injured by that conduct.(66) Thus, the court found no basis for invoking pre-emption under the impossibility branch.
As for the obstacle branch, the court noted that the obstacle analysis "comes into play when state law is asserted to stand as an obstacle to the accomplishment and execution of the full purposes and objectives of Congress."(67) For state law to be pre-empted under the obstacle branch the "repugnance or conflict" must be "so direct and positive that the two acts cannot be reconciled or consistently stand together."(68)
Like the Tribune court, the court in Lyondell observed that the bankruptcy laws embody many competing concerns, only one of which is to ensure the stability of financial markets. The bankruptcy court then noted its agreement with Tribune that Congress did not enact Section 546(e) to protect financial markets to the exclusion of all other policies. Indeed, the bankruptcy court reiterated the Tribune court's observation that Congress failed to pre-empt state fraudulent transfer laws even when it was requested to do so. Furthermore, as the Tribune court had observed, when Congress decided that the protection of charitable gifts should override the maximisation of creditors' recoveries, Congress expressly pre-empted state fraudulent transfer laws with respect to charitable gifts in Section 544(b)(2). The court reasoned that Congress's failure to enact similar language in Section 546(e) was "powerful evidence that Congress did not intend for Section 546(e) to pre-empt state law."(69)
The bankruptcy court found other reasons for not invoking pre-emption under the obstacle branch. In any implied pre-emption analysis, said the court, one should look not only to the purposes of Section 546(e) alone but also to the other objectives and policies embodied in the Bankruptcy Code. In addition to making creditors of the bankruptcy estate whole, the Bankruptcy Code evinced the policy of ensuring a "ratable and equitable distribution of a debtor's assets to and among similarly situated creditors."(70) In furtherance of that policy, Congress vested bankruptcy trustees and estate representatives with powers to avoid transactions "induced and tainted by preference, illegality or fraud", and to recover transferred assets or their value for the benefit of all creditors.(71) Other relevant federal policies included "the traditional priority of creditors of insolvent companies over those companies' stockholders, as implemented by the absolute priority rule, which has been an element of U.S. insolvency law for over a hundred years."(72)
"Presumably," said the court, had Congress determined "that its interest in protecting markets (or market participants, which is not the same thing), should trump the historical priority of creditors over stockholders" and other historical concerns, it could have provided "for express preemption of state law constructive fraudulent transfer claims, just as it did with respect to charitable gifts".(73) Yet, "Congress did not do so, even though its enactment of section 544(b)(2) makes clear that it was well aware of that option."(74)
The bankruptcy court next considered the policies underlying Section 546(e), noting that even if they were "the only federal policies to be implemented, they would not require a finding that state constructive fraudulent transfer laws are repugnant to federal law, at least in a situation like this one."(75) The court reviewed the legislative history of Section 546(e) and concluded that Congress enacted Section 546(e) out of a concern to protect markets and market intermediaries, such as exchanges, clearing associations and depositories for investors, from the harmful "ripple effects" that would result from reversing market transactions.(76) By contrast, the court found nothing in the legislative history that evinced "a desire to protect individual investors who are beneficial recipients of insolvents' assets".(77) Clawing back leveraged buy-out payments from stockholders at the end of the asset transfer chain did not pose the same systemic risk to markets that Section 546(e) was intended to protect. The court said that those stockholders could give back the leveraged buy-out payments "with no damage to anyone but themselves".(78) Thus, the court concluded that "at least in the context of an action against cashed out beneficial owners of stock, at the end of the asset dissipation chain, state fraudulent transfer laws do not stand as an obstacle to purposes and objectives of Congress."(79)
As in Tribune, the court in Lyondell was confronted with the Barclays decision holding that Section 546(g), which provided a safe harbour for swap transactions, impliedly pre-empted avoidance claims. Agreeing with the distinction drawn by the Tribune court, the court in Lyondell noted that Barclays involved a person who was wearing 'two hats' insofar as he was acting as estate representative and as a representative of individual creditors. By contrast, the Lyondell case had two separate trusts – the litigation trust and the creditor trust – and the creditor trust was asserting the avoidance claims of individual creditors that had been contributed to it, not avoidance claims held by the estate.(80) However, this distinction might not hold up on closer examination of the facts in Lyondell. In Lyondell, the individual acting as the trustee of the creditor trust was also serving simultaneously as trustee of the litigation trust.(81) In that sense, he is one person wearing 'two hats', just as the trustee was in Barclays. Moreover, the creditor trust and the litigation trust have the same advisory committee, are funded with estate assets and have the same beneficiaries who are all creditors of the estate.(82) These circumstances may cause one to ask whether the 'two hats' rationale adequately distinguishes Lyondell from Barclays.
This may explain why the bankruptcy court cited other reasons for not following Barclays. The bankruptcy court noted that the Barclays court had "declined to apply the usual presumption against implied preemption", an approach the bankruptcy court considered to be "flawed" because it failed to account for the fact that "state laws protecting creditors from fraudulent transfers" have been in place "since the earliest days of the Republic (having had their origins in the Statute of Elizabeth of 1571)".(83) In addition, the Barclays decision focused on the protection of financial markets without giving due consideration to the other purposes and objectives of Congress, most notably the "longstanding and fundamental principles that insolvent debtors cannot give away their assets to the prejudice of their creditors".(84) The Barclays court also appeared to accept without scrutiny the contention that avoiding the payments would "inevitably create" disruption to the markets. Yet, the Lyondell court noted that avoiding transfers to stockholders at the end of the asset dissipation chain "at least seemingly would not involve systemic risk concerns".(85) The Lyondell court emphasised that "[p]rotecting market participants… is not the same as protecting markets."(86) If Congress wished to protect the former, it "could elect to do so, but that would be a matter for express preemption, and not an implied preemption that is only judicially inferred."(87) For these reasons, the court held that Section 546(e) did not impliedly pre-empt the state law constructive fraudulent transfer claims brought by the creditor trust on behalf of individual creditors.
Although it agreed with Tribune on pre-emption, the court in Lyondell declined to follow Tribune's lead with respect to the automatic stay. In a footnote, the Lyondell court explained that the acts similar to those that troubled the Tribune court with respect to the automatic stay were "underway not in this action" but in another Lyondell proceeding brought by the litigation trust that was parallel to, but distinct from, the one the Lyondell court addressed in the decision under discussion here.(88) Since the parallel proceeding might not survive because of potential deficiencies in the complaint filed there, the court in Lyondell declined to address the automatic stay, but preserved the rights of the parties to raise any "section 362 concerns" later.(89)
Lyondell decision and Tribune appeal
In Lyondell the bankruptcy court undertook an extensive pre-emption analysis that may prove persuasive with the Second Circuit in the Tribune and Barclays appeals. The briefing has not yet concluded in the Tribune appeal and issues remain to be addressed, by both sides, in connection with Section 546(e).
The first set of issues pertains to the substantive differences between a bankruptcy trustee's avoidance powers under the Bankruptcy Code and the rights of individual creditors to pursue avoidance claims under state law. In crafting the safe harbour that ultimately became Section 546(e), Congress might well have perceived that an estate-funded action threatening to void an entire transaction under Moore v Bay(90) could pose a systemic risk far greater than any similar danger stemming from the actions of individual creditors, who, under state law, stand to recover only to the extent of their shortfall and not to the extent of the avoided transactions as a whole.(91) This might account for Congress's decision to address Section 546(e) only to the bankruptcy trustee. In Lyondell and Tribune, the claims of creditors have been combined and brought to bear on the same transactions targeted by the estate-held claims. One might ask whether the creditors' claims, when asserted in concert, pose the same systemic risk as the estate-held claims asserted by a trustee. One might also consider whether allowing the estate representative and creditors to attack the same transactions simultaneously would run counter to the policy of the Bankruptcy Code, as by interfering with the estate representative's prospects for recovering for the benefit of the creditor constituency as a whole – a concern that moved the district court in Tribune to hold that creditors lack standing, as a result of the automatic stay, to pursue fraudulent transfer claims if the estate representative is pressing similar claims to attack the same transaction.(92) It will not be surprising if these issues feature prominently in the briefing to the Second Circuit that is still to come in Tribune.
A second issue relates to how much of a threat avoidance actions pose to market stability when the targets of those actions are former beneficial owners of the debtor's stock, who, in the words of the Lyondell court, are "at the very end of the asset transfer chain".(93) In its pre-emption analysis, the court in Lyondell suggested that statutory safe harbours are essential when market intermediaries, such as clearing agencies and depositories, are in the avoidance crosshairs, rather than beneficial owners. The court in Lyondell drew this distinction on the apparent understanding that the defendants targeted by the creditor trust were former beneficial owners of Lyondell stock.(94) One might ask then whether the court's pre-emption ruling would have been different had the defendants been nominees, depositories or holders in "street name", who were not beneficial owners. As it turned out, toward the end of the Lyondell decision, the court mentioned that the creditor trust had not been "fully successful" in carving out non-beneficial owners from its list of defendants.(95) Rather than invoking Section 546(e) pre-emption, the Lyondell court dismissed the claims against the non-beneficial owners on the ground that they were "mere conduits" and not "initial transferees" under Section 550 of the Bankruptcy Code and its state law analogs. Although the Lyondell court did not say so, it may have decided not to employ pre-emption in this particular instance because of the principle of "constitutional avoidance" (ie, if courts can dispose of a matter on non-constitutional grounds without deciding the accompanying constitutional issue, such as federal pre-emption, they should do so).(96)
Another set of issues relates to whether a bankruptcy filing permanently divests creditors of their state law fraudulent transfer claims, or whether those claims "revert" to creditors at some juncture. If the claims do not revert, then it follows that Congress had no reason to address Section 546(e) to anyone other than the bankruptcy trustee, because once a bankruptcy case is commenced, the bankruptcy trustee or estate representative is the only person authorised to pursue fraudulent transfer claims. The district court in Tribune suggested that fraudulent transfer claims under state law "automatically revert" to creditors because, under the Second Circuit's teaching in Colonial Realty, such claims are not property of the bankruptcy estate.(97) In citing Colonial Realty for that proposition, the district court may have climbed onto a slender branch because the Second Circuit in that case was not referring to causes of action to avoid fraudulent transfers; rather, it held that fraudulently transferred property was not part of the estate until it was recovered in an avoidance action.(98) It seems likely then that the Second Circuit will be called on to address the "reversion" issue in the Tribune appeal.
Given how courts have previously interpreted Section 546(e) to preclude state law claims, the Lyondell decision may have come as an unpleasant surprise to shareholders who participated in open transactions in public markets with no expectation that the company from which they received a payment or distribution was destined for bankruptcy. Additionally, shareholders may view the Lyondell decision as enabling individual creditors and their representatives to skirt Section 546(e) merely by waiting for the avoidance rights under the Bankruptcy Code to become abandoned, time-barred or assigned to a separate post-confirmation trust, and then asserting the fraudulent transfer claims of those creditors under state law. Creditors on the other hand – particularly institutional investors holding the debt securities of a company that became over-leveraged in a buy-out – may see Lyondell as a decision that appropriately confines Section 546(e) within its statutory limits and upholds the normal priority scheme where general creditors are supposed to come out ahead of equity holders. In these respects, a decision by the Second Circuit that puts to rest, at least within that circuit, disputes over the statutory scope and pre-emptive power of Section 546(e) will likely have ramifications for the financial markets and their participants.
For further information on this topic please contact Jeffrey A Liesemer at Caplin & Drysdale, Chartered by telephone (+1 202 862 5000), fax (+1 202 429 3301) or email ([email protected]). The Caplin Drysdale website can be accessed at www.capdale.com.
(1) 11 USC § 546(e). Section 546(e) provides:
"Notwithstanding sections 544, 545, 547, 548(a)(1)(B), and 548(b) of this title, the trustee may not avoid a transfer that is a margin payment, as defined in section 101, 741, or 761 of this title, or settlement payment, as defined in section 101 or 741 of this title, made by or to (or for the benefit of) a commodity broker, forward contract merchant, stockbroker, financial institution, financial participant, or securities clearing agency, or that is a transfer made by or to (or for the benefit of) a commodity broker, forward contract merchant, stockbroker, financial institution, financial participant, or securities clearing agency, in connection with a securities contract, as defined in section 741(7), commodity contract, as defined in section 761(4), or forward contract, that is made before the commencement of the case, except under section 548(a)(1)(A) of this title." Id.
(2) See In re Lyondell Chem Co, 2014 WL 118036 (Bankr SDNY Jan 14 2014) (as corrected Jan 16 2014) (Gerber, J).
(5) See In re Tribune Co Fraudulent Conveyance Litig, Nos 13-3992-cv(L), 13-3875-cv, 13-4178-cv, 13-4196-cv (2d Cir); Whyte v Barclays Bank PLC, No 13-2653-cv (2d Cir). At issue in Barclays is whether Section 546(g) of the Bankruptcy Code, which provides a safe harbour from avoidance for certain swap transactions, pre-empts state-law fraudulent transfer claims asserted on behalf of creditors.
(8) In re Federal-Mogul Global Inc, 684 F3d 355, 365 (3d Cir 2012) (second alteration in original) (quoting Medtronic, Inc v Lohr, 518 US 470, 485-86 (1996)).
(9) New York SMSA Ltd P'ship v Town of Clarkstown, 612 F3d 97, 104 (2d Cir 2010) (citations and internal quotation marks omitted).
(11) Federal-Mogul Global, Inc, 684 F3d at 365 (quoting Medtronic, Inc v Lohr, 518 US 470, 485 (1996)).
(13) In a Chapter 11 reorganisation case, a "debtor in possession" normally performs the functions and duties of a trustee under the Bankruptcy Code. See 11 USC § 1107(a). Additionally, in some jurisdictions, an official committee of unsecured creditors appointed in a Chapter 11 case may obtain leave of court to step into the shoes of the debtor-in-possession and prosecute fraudulent transfer claims derivatively on behalf of the estate. See, eg, In re Smart World Techs, LLC, 423 F3d 166, 176 (2d Cir 2005). Furthermore, a plan of reorganisation may provide for the "retention and enforcement by the debtor, by the trustee, or by a representative of the estate appointed for such purpose" of any claim or interest belonging to the debtor or the estate, such as a fraudulent transfer claim. 11 USC § 1123(b)(3)(B) (emphasis added).
(15) Id; see also id § 741(8) (defining 'settlement payment'); Contemporary Indus Corp v Frost, 564 F3d 981, 985 (8th Cir 2009).
(16) 5 Collier on Bankruptcy ¶ 546.06, at 546-48 (Alan N Resnick & Henry J Sommer, eds, 16th ed 2012).
(19) In re Enron Creditors Recovery Corp, 651 F3d 329, 334 (2d Cir 2011) (quoting In re Resorts Int'l, Inc, 181 F3d 505, 515 (3d Cir 1999)).
(20) See 11 USC § 546(e) (providing safe harbour from avoidance claims, "except [those claims] under section 548(a)(1)(A) of this title").
(23) See, eg, Uniform Fraudulent Transfer Act § 9(a), (b). Generally, the reach-back period under New York law is six years. Island Holding, LLC v O'Brien, 775 NYS2d 72, 74 (NY App Div 2004).
(25) In re Norstan Apparel Shops, Inc, 367 BR 68, 75 (Bankr EDNY 2007) (citing, among other cases, Resorts Int'l, 181 F3d at 515-16; In re Hamilton Taft & Co, 114 F3d 991, 993 (9th Cir 1997); In re Kaiser Steel Corp, 913 F2d 846, 850 (10th Cir 1990)).
(26) See, eg, In re QSI Holdings, Inc, 571 F3d 545, 547, 549-50 (6th Cir 2009); Contemporary Indus Corp, 564 F3d at 985-87. Notwithstanding the aforementioned cases cited, courts are split on this issue. See generally 5 Collier on Bankruptcy ¶ 546.06[b][i], at 546-53 (Alan N Resnick & Henry J Sommer, eds, 16th ed 2012) (stating that "there is much disagreement over whether section 546(e) applies to both public and nonpublic securities transactions") (citing cases).
(27) See Contemporary Indus Corp, 564 F3d at 988; US Bank NA v Verizon Commc'ns, Inc, 892 F Supp 2d 805, 824 (ND Tex 2012); In re Hechinger Inv Co of Del, 274 BR 71, 96-98 (D Del 2002).
(28) Contemporary Indus Corp, 564 F3d at 988; US Bank NA, 892 F Supp 2d at 824; Hechinger Inv Co, 274 BR at 96-98.
(30) Third Amended Complaint ¶¶ 6, 62, 66, & 110, Deutsche Bank Trust Co Am v Adaly Opportunity Fund TD Securities Inc, 11-cv-04784 (SDNY Oct 9, 2012), Doc 704; Second Amended Complaint ¶¶ 13, 35-37, Niese v AllianceBernstein LP, 11-cv-04538 (SDNY Dec 20, 2011), Doc 204.
(31) Individual Creditor Plaintiffs' Memorandum of Law in Opposition to Defendants' Joint Phase One Motion to Dismiss the Individual Creditor Actions with Prejudice Pursuant to Federal Rule of Civil Procedure 12(b)(6), at 3-4, In re Tribune Co Fraudulent Conveyance Litig, 11-md-2296 (SDNY Dec 21, 2012), Doc 2086 (hereinafter, "Plaintiffs' Mem of Law"); Memorandum of Law in Support of Defendants' Joint Phase One Motion to Dismiss the Individual Creditor Actions with Prejudice Pursuant to Federal Rule of Civil Procedure 12(b)(6), at 4-5, In re Tribune Co Fraudulent Conveyance Litig, 11-md-2296 (SDNY Nov 6 2012), Doc 1671 (hereinafter, "Defs' Mem of Law").
(36) Id at 316 (quoting Hartford Underwriters Ins Co v Union Planters Bank, NA, 530 US 1, 6 (2000)).
(40) Id at 318-19 (quoting 11 USC § 544(b)(2)) (second alteration in original). Section 544(b)(2) was added to the Bankruptcy Code by the Bankruptcy-Religious Liberty and Charitable Donation Protection Act of 1998, Pub L 105-183, 112 Stat 517.
(46) Id; see also id at 199 ("Barclays contends, and the Trustee does not dispute, that the [challenged transfer] qualifies as a swap transaction benefiting from the safe harbor of section 546(g)").
(53) Brief and Special Appendix for Plaintiffs-Appellants-Cross-Appellees, In re Tribune Co Fraudulent Conveyance Litig, 13-3992-cv(L), 2013 WL 6823523, at *5 (2d Cir Dec 20 2013).
(55) Complaint ¶¶ 1, 351, 396-400, & 401(i), Weisfelner v Morgan Stanley & Co, Inc, 651829/2010 (NY Sup Ct Oct 22, 2010) (incorporated in Ex A to Notice of Removal, In re Lyondell Chem Co, 10-4609 (Bankr SDNY Dec 1 2010), Doc 1-3).
(56) Memorandum of Law in Support of Defendants' Motion to Dismiss the Complaint, at 8-12, Weisfelner v Morgan Stanley & Co, Inc (In re Lyondell Chem Co), 10-4609 (Bankr SDNY Jan 11 2011), Doc 72.
(58) See Lyondell Chem Co, 2014 WL 118036, at *34. In the same decision, the bankruptcy court granted the motions in part on other issues that are not covered in this article.
(68) Id (quoting In re Methyl Tertiary Butyl Ether ("MTBE") Prods Liab Litig, 725 F3d 65, 101-02 (2d Cir 2013)).
(70) Id at *14 (quoting 1 Collier on Bankruptcy ¶ 1.05 (Alan N Resnick & Henry J Sommer, eds, 16th ed 2010)).
(82) Brief for Amici Curiae Defendants in the Tribune, Lyondell, and Boston Generating Fraudulent-Transfer Cases, Whyte v Barclays Bank PLC, 13-2653-cv, 2013 WL 5705641, at *13 (2d Cir Oct 10 2013).
(91) See, eg, In re Tronox Inc, 464 BR 606, 615-16 (Bankr SDNY 2012) ("Section 544(b) of the Bankruptcy Code... allow[s] a trustee to avoid a fraudulent transfer without regard to the size of the claim of the creditor whose rights and powers the trustee was asserting," while "state fraudulent transfer laws... provide that the creditor in a fraudulent transfer action may not recover more than the amount necessary to satisfy the creditor's [own] claim." (internal quotation marks omitted)).
(92) Tribune Co Fraudulent Conveyance Litig, 499 BR at 324-25 ("While the trustee acts, it cuts off the claims of creditors in order to seek a fair, orderly, and comprehensive resolution of the debtor's financial affairs so that, as much as it is possible, creditors are made whole").
(96) See, eg, Columbia Venture, LLC v Dewberry & Davis, LLC, 604 F3d 824, 828 (4th Cir 2010) ("We have held that federal preemption of state law is a constitutional question because it is premised on the Supremacy Clause of the United States Constitution, and when a party provides alternative independent state law grounds for disposing of a case, courts should not decide the constitutional question of preemption before considering the state law grounds").
(97) Tribune Co Fraudulent Conveyance Litig, 499 BR at 321-22 (citing In re Colonial Realty Co, 980 F2d 125, 131 (2d Cir 1991)).


text:
Published: 29 Nov 2012 12:36 GMT+01:00 | Print version
Updated: 29 Nov 2012 12:36 GMT+01:00
Police have arrested members of a gang of Eastern European immigrants who used violence, intimidation and the promotion of Islam to control marijuana trafficking operations in the Neuchâtel mountains, cantonal justice authorities said on Thursday.
Three members were detained for questioning following the arrest of another ringleader in March, who remains in jail, the public prosecutor’s office said, while issuing an appeal to the public for more information to help permanently disband the group.
The gang, which calls itself the Jamahat, forced other young people to become Muslims as part of its operations, said officials.
The group peddled pot to adolescents from disadvantaged families in the cities of Le Locle and La Chaux-de-Fonds, traditional watch-making centres,the prosecutor’s office said in a statement.
The group is made up of young Muslim men originally from such places as Chechnya, Afghanistan and Yugoslavia who recently stepped up their criminal activities, authorities said.
The group “is attempting to radicalize its activities by seeking to impose — by physical and psychological violence — a monopoly on the sale of marijuana in our region.”
Using menacing threats, the group’s members forced other young people to sign up for cell phone contracts and then seizing smart phones and other electronic gadgets obtained in the process.
These devices were then sold on the black market, largely in La Chaux-de-Fonds, authorities said.
Meanwhile, a large number of young people have run up large debts from phone bills running into the thousands of francs, according to the government information.
Some kids were forced to sign up for as many as seven different telecom contracts.
On top of this, victims were made to convert to Islam, often without knowing anything about the religion and in “blind submission” to the wishes of the Jamahat group, authorities said.
As part of the ongoing investigation, cantonal police are now seeking help from the public about the whereabouts of an underground parking lot, probably in La Chaux-de-Fonds, or the nearby region.
The facility is served by an elevator providing access to a basement with heating and different rooms with easy access for vehicles.
Anyone with information about such a structure is asked to call Neuchâtel police at 032 889 9000.
Switzerland's central bank said on Thursday it will continue defending the floor rate of the Swiss franc against the euro, a policy which could come under increasing strain if more investment funds flow into the currency for safety. READ () »
The value of Swiss watch exports fell by 3.9 percent in May compared to the same month a year earlier as orders to Hong Kong and China fell dramatically, the Federation of the Swiss Watch Industry (FH) reported on Thursday. READ () »
Hunting stray cats year round remains legal in Switzerland after Swiss lawmakers on Wednesday voted against banning the practice. READ () »
A 40-year-old man was sentenced on Wednesday to life in prison, 15 years after he killed a 50-year-old gay taxi driver in his Geneva apartment by stabbing him 47 times with a knife . READ () »
Swiss lawmakers rejected on Wednesday a deal proposed by Washington to expose American tax dodgers and halt a raft a US lawsuits provided that Swiss banks that helped stash the cash pay massive fines. READ () »
Switzerland's senate on Wednesday again backed a deal with Washington to expose US tax dodgers and fine Swiss banks which helped hide their money, a day after G8 leaders agreed to chase cheats and corporate fiddles. READ () »
When I lost my job in Zurich three months ago, I felt like the world was collapsing around me. I felt inadequate and angry, and had a sense of shame about becoming unemployed in a foreign country. READ () »
At least four drowning deaths were reported in Switzerland on Tuesday amid the country’s continuing heatwave, which is drawing throngs of bathers to the country’s rivers and lakes. READ () »
The world's largest fully solar-powered boat, a Swiss vessel called "Turanor PlanetSolar," docked in New York on Tuesday during a mission to study the effects of climate change on the Gulf Stream current. READ () »
Swiss champion football team FC Basel may be in danger of losing one of its top players, striker Jacques Zoua. READ () »

domain: law


text:
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domain: design


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