"The hijackers often times create convertible debt Notes from the fees associated with gaining control of the shell"
First, your educational posts on iHub really ought to qualify for some CLE teaching credits granted to you.
Second, I am puzzled by how the quoted scheme works. The activities and costs associated with X gaining control of the corporation were nott authorized by the corporation so how could they have been incurred by the corporation? Prior to X gaining control there either was no management to authorize such or the prior management was still in effect and they sure didn't authorize it.
Is this a retroactive reimbursement that is authorized by the new management? If so, I'd suppose this is similar to an assumption of debt from a third party - butt what is the CONsideration that the corporation receives at the time of assumption of the debt obligation? It seems more like a gift to the corporation that is nott legally an obligation that would be released by an assumption of debt.
Can you explain whether this issuance of debt for the fees and costs associated with gaining control of the shell is legal? It seems to me that it is nott.