United States Court of Appeals for the Second Circuit
576 F.3d 108 (2009)
On April 20, 2009, after a lengthy financial slide downward, Chrysler LLC (Old Chrysler) (defendant) filed a prepackaged Chapter 11 bankruptcy petition that included the terms of an asset sale. Old Chrysler would sell substantially all of its operating assets to New CarCo Acquisition LLC (New Chrysler) (defendant) in exchange for $2 billion in cash and New Chrysler’s assumption of certain liabilities. Fiat S.p.A. (defendant) would provide New Chrysler with management, fuel-efficient vehicle platforms, and access to its distribution system, in exchange for a 20 percent equity interest with the right to acquire more. The United States government and Export Development Canada (defendants) would provide close to $11 billion in financing in exchange for a total of 10 percent ownership interest in New Chrysler. A union-created employee-benefit entity (defendant) would receive 55 percent ownership of New Chrysler. In the two years prior to the bankruptcy filing in which Old Chrysler looked for suitable strategic alliances with other entities, Fiat emerged as the only viable option. The only alternative was liquidation, which would yield more than $1 billion less than the proposed sale. The bankruptcy court approved the sale by an order dated June 1, 2009. The Indiana State Police Pension Trust, the Indiana State Teachers Retirement Fund, the Indiana Major Moves Construction Fund and certain other tort claimants and others (plaintiffs) appealed. The Court of Appeals for the Second Circuit affirmed the order but stayed its decision pending Supreme Court review. The Supreme Court granted one extension then allowed it to expire without taking further action.
Rule of Law
Holding and Reasoning (Jacobs, C.J.)
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