Seventh Circuit Holds That Bankruptcy Trustee\u27s Strong-Arm Powers Not Strong Enough for the IRS

In 2014, the U.S. Court of Appeals for the Seventh Circuit confronted, for the first time, the issue of whether a bankruptcy trustee can claw back assets that a bankrupt debtor fraudulently transferred to the federal government. Generally, government entities are immune to suit due to sovereign immunity, but the Bankruptcy Code abrogates federal sovereign immunity as to a number of Code provisions. One such provision is Section 544(b), often referred to as the source of the bankruptcy trustee\u27s strong-arm powers. The strong-arm powers allow trustees to avoid transfers that would be fraudulent and voidable under state law. However, these powers are subject to the limitation that there must actually be some creditor of the debtor who has standing outside of bankruptcy to invoke state law and avoid the transfer at issue. The Seventh Circuit held that because any state law creditor would be barred by sovereign immunity from recovering assets from the IRS outside of bankruptcy court, the trustee is also barred inside bankruptcy court, in spite of the Bankruptcy Code\u27s explicit abrogation of sovereign immunity. This counterintuitive holding parts ways with every other court to have considered this issue. The Seventh Circuit reasoned that it was simply relying on the plain meaning of the relevant Code provisions, but so did prior courts—and they nonetheless reached an opposite result. This article argues that the Seventh Circuit\u27s plain meaning approach creates ambiguity and renders the Code partly meaningless. Why would Congress abrogate sovereign immunity as to a section of the Code, knowing that the abrogation would have no effect? The Seventh Circuit\u27s approach also fails to give credence to Congress\u27 intent and the purpose of the Code provisions when viewed holistically. The Seventh Circuit\u27s decision should therefore be overruled, and not followed by other circuits

Oppress Me No More: Amending the Illinois LLC Act to Provide Additional Remedies for Oppressed Minority Members

The limited liability company (LLC) has become the preeminent choice of entity for small and midsize businesses, but it suffers from some of the same problems as its older cousins, the close corporation and the partnership. One such problem is oppressive conduct directed at the minority in interest. This article examines claims of oppression brought by members of limited liability companies, with a special focus on the Illinois Limited Liability Company Act (ILLCA). The ILLCA only provides one remedy for oppression—dissolution and wind-up of the LLC. This sole remedy may be inadequate, given that courts have historically been reluctant to order dissolution, and oppressed members may prefer a less harsh remedy. The oppression provision of the ILLCA looks even barer when contrasted with the statutory remedies available to shareholders of close corporations. The Illinois Business Corporation Act (IBCA) offers oppressed shareholders a non-exhaustive list of twelve different remedies. This article argues that, from a policy standpoint, oppressed members of LLCs are just as vulnerable as their oppressed shareholder counterparts, and the ILLCA should be amended to clarify members’ rights and provide greater protection through additional remedies. In the absence of an amendment, courts should nonetheless look to the IBCA for guidance and be willing to craft equitable remedies for oppression. Greater protection and well-defined legal rights will make investors and business-owners feel more secure, and draw business to Illinois

Seventh Circuit Holds That Bankruptcy Trustee\u27s Strong-Arm Powers Not Strong Enough for the IRS

In 2014, the U.S. Court of Appeals for the Seventh Circuit confronted, for the first time, the issue of whether a bankruptcy trustee can claw back assets that a bankrupt debtor fraudulently transferred to the federal government. Generally, government entities are immune to suit due to sovereign immunity, but the Bankruptcy Code abrogates federal sovereign immunity as to a number of Code provisions. One such provision is Section 544(b), often referred to as the source of the bankruptcy trustee\u27s strong-arm powers. The strong-arm powers allow trustees to avoid transfers that would be fraudulent and voidable under state law. However, these powers are subject to the limitation that there must actually be some creditor of the debtor who has standing outside of bankruptcy to invoke state law and avoid the transfer at issue. The Seventh Circuit held that because any state law creditor would be barred by sovereign immunity from recovering assets from the IRS outside of bankruptcy court, the trustee is also barred inside bankruptcy court, in spite of the Bankruptcy Code\u27s explicit abrogation of sovereign immunity. This counterintuitive holding parts ways with every other court to have considered this issue. The Seventh Circuit reasoned that it was simply relying on the plain meaning of the relevant Code provisions, but so did prior courts—and they nonetheless reached an opposite result. This article argues that the Seventh Circuit\u27s plain meaning approach creates ambiguity and renders the Code partly meaningless. Why would Congress abrogate sovereign immunity as to a section of the Code, knowing that the abrogation would have no effect? The Seventh Circuit\u27s approach also fails to give credence to Congress\u27 intent and the purpose of the Code provisions when viewed holistically. The Seventh Circuit\u27s decision should therefore be overruled, and not followed by other circuits

Oppress Me No More: Amending the Illinois LLC Act to Provide Additional Remedies for Oppressed Minority Members

The limited liability company (LLC) has become the preeminent choice of entity for small and midsize businesses, but it suffers from some of the same problems as its older cousins, the close corporation and the partnership. One such problem is oppressive conduct directed at the minority in interest. This article examines claims of oppression brought by members of limited liability companies, with a special focus on the Illinois Limited Liability Company Act (ILLCA). The ILLCA only provides one remedy for oppression—dissolution and wind-up of the LLC. This sole remedy may be inadequate, given that courts have historically been reluctant to order dissolution, and oppressed members may prefer a less harsh remedy. The oppression provision of the ILLCA looks even barer when contrasted with the statutory remedies available to shareholders of close corporations. The Illinois Business Corporation Act (IBCA) offers oppressed shareholders a non-exhaustive list of twelve different remedies. This article argues that, from a policy standpoint, oppressed members of LLCs are just as vulnerable as their oppressed shareholder counterparts, and the ILLCA should be amended to clarify members’ rights and provide greater protection through additional remedies. In the absence of an amendment, courts should nonetheless look to the IBCA for guidance and be willing to craft equitable remedies for oppression. Greater protection and well-defined legal rights will make investors and business-owners feel more secure, and draw business to Illinois

A ROSAT Survey of Contact Binary Stars

Contact binary stars are common variable stars which are all believed to emit relatively large fluxes of x-rays. In this work we combine a large new sample of contact binary stars derived from the ROTSE-I telescope with x-ray data from the ROSAT All-Sky Survey (RASS) to estimate the x-ray volume emissivity of contact binary stars in the galaxy. We obtained x-ray fluxes for 140 contact binaries from the RASS, as well as 2 additional stars observed by the XMM-Newton observatory. From these data we confirm the emission of x-rays from all contact binary systems, with typical luminosities of approximately 1.0 x 10^30 erg s^-1. Combining calculated luminosities with an estimated contact binary space density, we find that contact binaries do not have strong enough x-ray emission to account for a significant portion of the galactic x-ray background.Comment: 19 pages, 5 figures, accepted by A

A Catalog of 1022 Bright Contact Binary Stars

In this work we describe a large new sample of contact binary stars extracted in a uniform manner from sky patrol data taken by the ROTSE-I telescope. Extensive ROTSE-I light curve data is combined with J, H, and K band near-infrared data taken from the Two Micron All-Sky Survey (2MASS) to add color information. Contact binaries candidates are selected using the observed period-color relation. Candidates are confirmed by visual examination of the light curves. To enhance the utility of this catalog, we derive a new J-H period-color-luminosity relation and use this to estimate distances for the entire catalog. From these distance estimates we derive an estimated contact binary space density of (1.7 +/- 0.6) x 10^-5 pcs^-3.Comment: 26 pages, 12 figures, accepted for publication in A

Business models for active buildings

Active Buildings that allow users to adjust their demands on the grid to the needs of the energy system could greatly assist the transition to net zero, but will not be widely adopted unless the businesses involved can make money from doing so. We describe the construction, flexibility and information supply chains of activities needed to make these buildings work. Drawing on the results of an expert workshop, we set out four possible business models deserving further investigation. Developers may find it profitable to build or upgrade energy-efficient buildings with the monitoring and control equipment needed to adjust demand and energy storage as required, selling them soon after completion. Aggregators monitor the state of the building and communicate with the energy system to adjust the building’s demand while maintaining comfort levels, in return for suitable payments. Energy service companies may sell energy-as-a-service and own the equipment instead of a consumer who wishes to minimize their upfront costs, and the idea of an active, energy-efficient, building may be attractive to the tenants of the new group of all-inclusive rental companies, and hence to those companies. Our discussion shows that each is an evolution of an existing (successful) business model, but that further work will be needed to evaluate their profitability when applied to Active Buildings

Catalytic partial oxidation of methane on platinum investigated by spatial reactor profiles, spatially resolved spectroscopy, and microkinetic modeling

Spatially resolved profile measurements, Raman spectroscopy, electron microscopy, and microkinetic modeling have been used to study the catalytic partial oxidation of methane on Pt. The measured species profiles through Pt coated foam catalysts exhibit a two-zone structure: an abrupt change in reaction rates separates the fast exothermic oxidation chemistry at the entrance of the reactor from the slow endothermic reforming chemistry. Spatially resolved Raman spectroscopy and electron microscopy confirm that the position of the mechanistic change could be correlated with Pt transportation and formation of carbonaceous deposits blocking the majority of active Pt sites in the reforming zone. The species profiles were simulated using a pseudo-2D heterogeneous model, which includes heat and mass transport limitations, and two state-of-the-art chemical kinetic mechanisms. Although both mechanisms are in quantitative agreement with the oxygen profiles, the two mechanisms differ substantially in their predictions of the branching ratio between partial and complete oxidation, as well as surface site coverages. The experimentally observed change in reaction rates is attributed to carbon formation, which the mechanisms are unable to reproduce, since they do not include carbon–carbon coupling reactions