Replies to post #100639 on Lehman Brothers Financial SA (LEHNQ)

[cottonisking]

Pursuant to the terms of the Amended Charter and the Amended By-Laws, LBHI is
prohibited from issuing any non-voting capital stock except the one share of common stock to be
held by the Plan Trust. Specifically, the fourth provision of the Amended Charter provides that
“[LBHI] shall not be authorized to issue any non-voting capital stock of any class, series or other
designation to the extent prohibited by section 1123(a)(6) of the Bankruptcy Code . . . .”38 See
Amended Charter at 2. Additionally, the Amended By-Laws provide that “nless otherwise
required by law, no capital stock of the Corporation shall be issuable or transferable to any
person other than the Plan Trust (as defined in the Plan).” See Amended By-Laws, Article VI,
§1.
C. The Parties’ Positions
The Plan Administrator asserts th

That is all he wrote ... no one can hijack equities' interest under the Plan.

10
text of the Certificate of Incorporation is hereby amended and restated to read, in its entirety, as
follows:”).
Pursuant to the terms of the Amended Charter and the Amended By-Laws, LBHI is
prohibited from issuing any non-voting capital stock except the one share of common stock to be
held by the Plan Trust. Specifically, the fourth provision of the Amended Charter provides that
“[LBHI] shall not be authorized to issue any non-voting capital stock of any class, series or other
designation to the extent prohibited by section 1123(a)(6) of the Bankruptcy Code . . . .”38 See
Amended Charter at 2. Additionally, the Amended By-Laws provide that “nless otherwise
required by law, no capital stock of the Corporation shall be issuable or transferable to any
person other than the Plan Trust (as defined in the Plan).” See Amended By-Laws, Article VI,
§1.
C. The Parties’ Positions
The Plan Administrator asserts that it is authorized to issue Substituted Preferred Stock
under the Pre-Effective Date Charter “in furtherance of LBHI carrying out the most important
operative provision of the Plan: Section 6.1(b).”39 Specifically, the Plan Administrator points to
its authority under subsections (iii) and (xiv) of section 6.1(b), “to carry out and implement all
provisions of the Plan, including, without limitation, to . . . exercise its reasonable business

38 Section 1123(a)(6) of the Bankruptcy Code provides:
(a) Notwithstanding any otherwise applicable nonbankruptcy law, a plan shall
(6) provide for the inclusion in the charter of the debtor, if the debtor is a corporation, or of any
corporation referred to in paragraph (5)(B) or (5)(C) of this subsection, of a provision prohibiting the
issuance of nonvoting equity securities, and providing, as to the several classes of securities possessing
voting power, an appropriate distribution of such power among such classes, including, in the case of
any class of equity securities having a preference over another class of equity securities with respect to
dividends, adequate provisions for the election of directors representing such preferred class in the
event of default in the payment of such dividends.
11 U.S.C. § 1123(a)(6).
39 Reply ¶ 23.

[SwissCheeseAccount]

We will have to see cotton. Senior creditors won’t want prefferred stock with no voting rights, they would want commons so they can direct the company.

I’m thinking traditional prefs plus classes 10-11 will get the preferred stock (j shares)

And all other senior creditors may receive commons.

But who knows

[highwaymap]

The movants went further this time. They are seeking relief under Rule 60 under Fraud. W2 motions in Abrams court meets Rule 59 too, right?