2016-04-14_GENERAL DOCUMENTS - C1992081 ‎(2)‎

• Permit No: C1992081
• IBM Index Class Name: General Documents
• Doc Date: 4/14/2016
• Doc Name: Motion of the Debtors and Debtors in Possession
• From: United State Bankruptcy Court
• To: DRMS
• Permit Index Doc Type: General Correspondence
• Email Name: MPB
• Email Name: JRS
• Media Type: D
• Archive: No

Case 16-42529 Doc 23 Filed 04/13/16 Entered 04/13/16 11:20:44 Main Document
Pg 11 of 32
recover funds from third parties); accord Comm. of Equity Sec. Holders v. Lionel Corp. (In re
Lionel Corp.), 722 F.2d 1063, 1070-71 (2d Cir. 1983) (requiring a "good business reason" to
approve a sale pursuant to section 363(b)); In re W.A. Mallory Co. Inc., 214 B.R. 834, 836
(Bankr. E.D. Va. 1997) ("This Court follows the 'sound business purpose' test when examining §
363(b) sales.") (citing WBQ P'ship v. Va. Dep't of Med. Assistance Servs. (In re WBQ P'ship),
189 B.R. 97,102 (Bankr. E.D. Va. 1995)); Official Comm. Of Unsecured Creditors of LTV
Aerospace & Def. Co. v. LTV Corp. (In re Chateaugay Corp.), 973 F.2d 141, 143 (2d Cir. 1992)
(holding that the sale of property of the estate is justified if it is supported by a good business
reason); In re Ionosphere Clubs, Inc., 100 B.R. 670, 675 (Bankr. S.D.N.Y. 1989) (noting that the
standard for determining a motion pursuant to section 363(b) of the Bankruptcy Code is "a good
business reason").
24. Courts in this jurisdiction and others have consistently been reluctant to
interfere with corporate decisions unless "it is made clear that those decisions are, inter glia,
clearly erroneous, made arbitrarily, are in breach of the officers' and directors' fiduciary duty to
the corporation, are made on the basis of inadequate information or study, are made in bad faith,
or are in violation of the Bankruptcy Code." In re Farmland Indus., Inc., 294 B.R 855, 881
(Bankr. W.D. Mo. 2003) (citing In re United Artists Theatre Co., 315 F.3d 217, 233
(3d Cir. 2003), Richmond Leasing Co. v. Capital Bank, N.A., 762 F.2d 1303, 1309
(5th Cir. 1985) and In re Defender Drug Stores, Inc., 145 B.R. 312, 317 (B.A.P. 9th Cir. 1992)).
See also Crystalin, L.L.C. v. Selma Props., Inc. (In re Crystalin, L.L.C.), 293 B.R. 455, 463-64
(B.A.P. 8th Cir. 2003) (holding that the business judgment rule may be satisfied "'as long as the
proposed action appears to enhance the debtor's estate."') (quoting Four B. Corp. v. Food Barn
Stores, Inc. (In re Food Barn Stores, Inc.), 107 F.3d 558, 567 n.16 (8th Cir. 1997) (emphasis in
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