New York Bankruptcy Court Examines COMI for Purposes of Chapter 15 Recognition of Foreign Restructuring Proceedings Involving Multinational Companies

As chapter 15 of the Bankruptcy Code quickly approaches its 20th anniversary in a global economy, the volume of cross-border bankruptcy cases has rapidly escalated. With multinational companies having affiliates throughout the world, the challenges of applying the rules laid down in chapter 15 and similar cross-border bankruptcy legislation enacted in other countries for "recognition" abroad have become more pronounced. One such challenge is determining the location of a foreign debtor's "center of main interests" ("COMI") for purposes of chapter 15 recognition.

The U.S. Bankruptcy Court for the Southern District of New York recently addressed this question in In re InterCement Brasil S.A., 668 B.R. 802 (Bankr. S.D.N.Y. 2025). The court granted a petition seeking chapter 15 recognition of a Brazilian reorganization proceeding involving a group of affiliated debtors, some of which were incorporated in other countries. However, the court concluded that the COMI of the group's Dutch and Spanish financing affiliates, which had commenced insolvency proceedings in the Netherlands and Spain, was in Brazil. 

Recognition and Procedures Under Chapter 15

Chapter 15 was enacted in 2005 to govern cross-border bankruptcy and insolvency proceedings. It is patterned on the 1997 UNCITRAL Model Law on Cross-Border Insolvency (the "Model Law"), which has been enacted in some form by more than 50 countries.

Both chapter 15 and the Model Law are premised upon the principle of international comity, or "the recognition which one nation allows within its territory to the legislative, executive or judicial acts of another nation, having due regard both to international duty and convenience, and to the rights of its own citizens or of other persons who are under the protection of its laws." Hilton v. Guyot, 159 U.S. 113, 164 (1895). Chapter 15's stated purpose is "to provide effective mechanisms for dealing with cases of cross-border insolvency" with the objective of, among other things, cooperation between U.S. and non-U.S. courts. 11 U.S.C. § 1501(a). 

Under section 1515 of the Bankruptcy Code, the "foreign representative" of a non-U.S. debtor may file a petition in a U.S. bankruptcy court seeking "recognition" of a "foreign proceeding." Section 101(24) of the Bankruptcy Code defines "foreign representative" as "a person or body, including a person or body appointed on an interim basis, authorized in a foreign proceeding to administer the reorganization or the liquidation of the debtor's assets or affairs or to act as a representative of such foreign proceeding." 

The basic requirements for recognition under chapter 15 are outlined in section 1517(a), namely: (i) the proceeding must be "a foreign main proceeding or foreign nonmain proceeding" within the meaning of section 1502; (ii) the "foreign representative" applying for recognition must be a "person or body"; and (iii) the petition must satisfy the requirements of section 1515, including that it be supported by the documentary evidence specified in section 1515(b). If these requirements are satisfied, "an order recognizing a foreign proceeding shall be entered." 11 U.S.C. § 1517(a). 

"Foreign proceeding" is defined in section 101(23) of the Bankruptcy Code as:  

[A] collective judicial or administrative proceeding in a foreign country, including an interim proceeding, under a law relating to insolvency or adjustment of debt in which proceeding the assets and affairs of the debtor are subject to control or supervision by a foreign court, for the purpose of reorganization or liquidation. 

More than one bankruptcy or insolvency proceeding may be pending with respect to the same foreign debtor in different countries. Chapter 15 therefore contemplates recognition in the United States of both a foreign "main" proceeding—a case pending in the country where the debtor's COMI is located (see 11 U.S.C. § 1502(4))—and foreign "nonmain" proceedings, which may be pending in countries where the debtor merely has an "establishment" (see 11 U.S.C. § 1502(5)). A debtor's COMI is presumed to be the location of the debtor's registered office, or "habitual residence" in the case of an individual. See 11 U.S.C. § 1516(c). However, when the debtor is a special purpose financing entity with no operations aside from managing creditor relationships and repaying corporate group debts, such entity's COMI (at least under applicable Second Circuit precedent) is not the entity's registered office but is determined by evaluating where the corporate "nerve center" is located. In re Oi Brasil Holdings Coöperatief U.A., 578 B.R. 169, 218-21 (Bankr. S.D.N.Y. 2017) ("Oi Brasil").

However, the registered office and habitual residence presumption can be overcome. See In re ABC Learning Centres Ltd., 445 B.R. 318, 328 (Bankr. D. Del. 2010) (stating that "the COMI presumption may be overcome particularly in the case of a 'letterbox' company not carrying out any business" in the country where its registered office is located), aff'd, 728 F.3d 301 (3d Cir. 2013).

Various factors have been deemed relevant by courts in determining a debtor's COMI, including the physical location of each debtor entity's headquarters, managers, employees, investors, primary assets, and creditors, as well as the jurisdiction whose law would apply to most of the debtor's disputes. See In re SPhinX, Ltd., 351 B.R. 103 (Bankr. S.D.N.Y. 2006), aff'd, 371 B.R. 10 (S.D.N.Y. 2007).  

In addition, courts have considered any relevant activities, including liquidation or reorganization activities and administrative functions. See Morning Mist Holdings Ltd. v. Krys (In re Fairfield Sentry Ltd.), 714 F.3d 127 (2d Cir. 2013) ("Fairfield Sentry"). Courts may also consider the situs of each debtor entity's "nerve center," including the location from which such entity's "activities are directed and controlled, in determining a debtor's COMI." Id. at 138. "[R]egularity and ascertainability" by creditors are also important factors in the COMI analysis. Id.; In re British Am. Ins. Co., 425 B.R. 884, 912 (Bankr. S.D. Fla. 2010) ("The location of a debtor's COMI should be readily ascertainable by third parties."); In re Betcorp Ltd., 400 B.R. 266, 289 (Bankr. D. Nev. 2009) (looking to the whether COMI is ascertainable by creditors). Creditors' expectations regarding the location of a debtor's COMI are also relevant. See In re Serviços de Petróleo Constellation S.A., 613 B.R. 497 (Bankr. S.D.N.Y. 2019); Oi Brasil, 578 B.R. at 228.  

COMI can sometimes be found to have shifted, or "migrated," from a foreign debtor's original principal place of business or habitual residence to a new location. See Pirogova, 593 B.R. at 410; In re Creative Finance Ltd. (In Liquidation), 543 B.R. 498 (Bankr. S.D.N.Y. 2016). In Fairfield Sentry, the Second Circuit ruled that, due principally to the present verb tense of the language of section 1517, the relevant time for assessing COMI is the chapter 15 petition date, rather than the date a foreign insolvency proceeding is commenced with respect to the debtor. The Fifth Circuit previously reached the same conclusion in In re Ran, 607 F.3d 1017 (5th Cir. 2010), as did the bankruptcy court in British American.

In Fairfield Sentry, the Second Circuit also expressed concern about possible COMI "manipulation," ruling that a court "may look at the period between the commencement of the foreign proceeding and the filing of the Chapter 15 petition to ensure that a debtor has not manipulated its COMI in bad faith." Fairfield Sentry, 714 F.3d at 138; see also In re Mega Newco, Ltd., 2025 WL 601463 (Bankr. S.D.N.Y. Feb, 24, 2025) (granting chapter 15 recognition of a UK "scheme of arrangement" proceeding commenced on behalf of a newly formed subsidiary of a Mexican company for the purpose of restructuring the parent company's U.S. law-governed debt, but noting that the court would have had "serious questions" as to whether the debtor's scheme should be recognized under chapter 15 had there been evidence that the restructuring "structure" had been opposed, unfair, or thwarted creditor expectations); In re O'Reilly, 598 B.R. 784 (Bankr. W.D. Pa. 2019) (denying the petition of a foreign bankruptcy trustee for recognition under chapter 15 of a debtor's Bahamian bankruptcy case and finding that, although the case was otherwise eligible for recognition, the debtor's COMI was no longer in the Bahamas when the trustee filed the chapter 15 petition and the trustee failed to demonstrate that the debtor even had an "establishment" there); In re Ocean Rig UDW Inc., 570 B.R. 687 (Bankr. S.D.N.Y. 2017) (ruling that scheme of adjustment proceedings pending in the Cayman Islands should be recognized as "foreign main proceedings" under chapter 15, even though the debtors' COMI had been shifted to the Caymans less than a year before the proceedings were commenced, because the country in which the debtors' COMI had previously been located did not have a law permitting corporate restructurings), appeal dismissed, 585 B.R. 31 (S.D.N.Y. 2018), aff'd, 2019 WL 1276205 (2d Cir. Mar. 19, 2019); In re Suntech Power Holdings Co., 520 B.R. 399 (Bankr. S.D.N.Y. 2014) (the court-appointed liquidators of a Cayman Islands-incorporated debtor in a Cayman liquidation proceeding did not manipulate the debtor's COMI in bad faith where, although the debtor's COMI prior to filing its chapter 15 petition was in China, where the debtor was managed, and the debtor did not conduct any activities in the Caymans, the liquidators, after assuming control of the debtor's affairs, performed substantial liquidation activities in the Caymans such that its COMI legitimately shifted to the Caymans). 

In cases involving multiple foreign debtors, COMI must be determined on an entity-by-entity basis. See In re Black Press Ltd., No. 24-100044 (MFW) (Bankr. D. Del. Feb. 14, 2024) (unpublished order) (Doc. No. 73) (in a case involving multiple enterprise group debtors, the court must examine each debtor's COMI separately, rather than the enterprise group as a whole, for purposes of chapter 15 recognition; U.S. debtors' guarantee of their Canadian parent company's debts was an insufficient basis to conclude that the U.S. debtors' COMI was located in Canada, or that the U.S. debtor's even maintained an "establishment" in Canada); In re Servicos de Petroleo Constellation S.A., 600 B.R. 237, 244 (Bankr. S.D.N.Y. 2019) ("While the Constellation Group is discussed as a group entity at times throughout this opinion's opening sections for context, it is important to bear in mind that the Court's recognition is granted on an individual debtor by debtor basis."); In re OAS S.A., 533 B.R. 83, 92 n.8 (Bankr. S.D.N.Y. 2015). 

An "establishment" is defined by section 1502(2) as "any place of operations where the debtor carries out a nontransitory economic activity." See In re Mood Media Corp., 569 B.R. 556 (Bankr. S.D.N.Y. 2017) (concluding that an "establishment" must be an actual place from which economic market-facing activities are regularly conducted). Unlike with the determination of COMI, there is no statutory presumption regarding the determination of whether a foreign debtor has an establishment in any particular location. See British American, 425 B.R. at 915.

A foreign debtor's restructuring activities alone are inadequate to support a finding that the debtor has an establishment for purposes of foreign nonmain proceeding recognition. See Ran, 607 F.3d at 1028 (holding that if a foreign "bankruptcy proceeding and associated debts, alone, could suffice to demonstrate an establishment, this would render the framework of Chapter 15 meaningless. There would be no reason to define establishment as engaging in a nontransitory economic activity. The petition for recognition would simply require evidence of the existence of the foreign proceeding."); see also In re Modern Land (China) Co., 641 B.R. 768, 785–86 (Bankr. S.D.N.Y. 2022) (a foreign restructuring proceeding "cannot itself constitute nontransitory economic activity to support recognition as a foreign nonmain proceeding"); Rozhkov v. Pirogova (In re Pirogova), 612 B.R. 475, 484 (S.D.N.Y. 2020) (same). 

Recognition under chapter 15 "is not to be rubber stamped by the courts," and the bankruptcy court must carefully examine whether a foreign bankruptcy or insolvency proceeding qualifies as either a main or a nonmain proceeding under chapter 15. See In re Bear Stearns High-Grade Structured Credit Strategies Master Fund, Ltd., 374 B.R. 122, 125 (Bankr. S.D.N.Y. 2007), aff'd, 389 B.R. 325 (S.D.N.Y. 2008); accord In re Glob. Cord Blood Corp., 2022 WL 17478530, at *6 (Bankr. S.D.N.Y. Dec. 5, 2022) ("'But recognition is not a rubber stamp exercise,' and the burden rests on the foreign representative to prove each of the requirements of Section 1517.") (quoting Creative Finance, 543 B.R. at 514).

InterCement 

InterCement Group ("IC Group") is a large cement producer based in Brazil. IC Group consists of its Brazil-incorporated and headquartered holding company ("IC Holding") and various holding and operating company affiliates, most of which are not based in Brazil. 

IC Holding engages in capitalization and financing activities for IC Group and is responsible for IC Group's business management. Another holding company affiliate, InterCement Participações S.A ("ICP"), which is incorporated and has a registered office in Brazil, is responsible for ICG Holding's investments in the cement sector. ICP acts as the head of IC Group. ICP and its board of directors and executive officers make the strategic, financial, and operational decisions for all IC Group companies. All of ICP's directors, officers, and employees are located in Brazil 

Brazil-incorporated InterCement Brasil S.A. ("IC Brasil")—IC Group's principal operating company in Brazil—engages in all aspects of cement production and sales in Brazil. Nearly all of its employees are located in Brazil.

Non-Brazilian Financing Affiliates 

The IC Group has a number of non-Brazilian affiliates established to facilitate group company access to domestic and international capital markets. Those affiliates include InterCement Financial Operation B.V. ("IC Netherlands") and InterCement Trading e Inversiones S.A. ("IC Spain").

IC Netherlands. IC Netherlands is an indirect subsidiary of ICP. Its principal assets are intercompany claims and $2 million in cash held principally in Brazilian bank accounts. As of 2024, IC Netherlands' debts included $750 million in U.S. dollar-denominated unsecured notes (the "NY Notes") issued under an indenture governed by New York law, and approximately $436 million in intercompany loans extended by ICP.  

The NY Notes are guaranteed by IC Brasil and ICP. Apart from the intercompany loans, IC Netherlands has no Brazilian creditors. The offering memorandum for the NY Notes states that IC Netherlands is a Dutch corporation and describes the IC Group as a Brazilian company with a significant portion of its operations in Brazil. It also cautions noteholders that, in the event of a bankruptcy filing by IC Netherlands (somewhere in Europe, but governed by Dutch insolvency law), guarantors IC Brasil and ICP might also file for bankruptcy, but in Brazil. 

Because the operations generating cash flow in the IC Group to make interest payments on the NY Notes occur in Brazil, certain disputes likely to impact IC Netherlands would largely be governed by Brazilian law. However, except for intercompany agreements, IC Netherlands is not a party to any agreements governed by Brazilian law. 

IC Netherlands has no employees. Its Dutch office is shared with a Dutch corporation that provides record-keeping, mail, tax and certain other services. IC Netherlands pays taxes and files annual reports in the Netherlands, which are subject to approval by ICP employees in Brazil. Its books and records are located in the Netherlands, with copies separately maintained in Brazil. IC Netherlands shares an audit committee with the other companies in the IC Group.  

IC Netherlands has six directors, half of whom reside or are located in the Netherlands and half of whom reside in Brazil. Actions by its board require the approval of at least one Dutch and one Brazilian director. Because the Dutch directors are not employees of the IC Group, they rely on the Brazilian directors for information regarding group operations. 

The operations of IC Netherlands are run primarily out of Brazil, with ICP's agents conducting noteholder meetings, coordinating investor relations, auditing financial statements, and making marketing decisions from Brazil. ICP's board makes material strategic decisions for all IC Group companies from Brazil. Although ICP is responsible for directing the payment of funds from other IC Group companies to make interest payments on the NY Notes, IC Netherlands' board ultimately decides whether and when to make such payments. 

IC Spain. IC Spain is a Spain-incorporated company that is also an indirect subsidiary of ICP. Like IC Netherlands, IC Spain supports the IC Group's international financing efforts, including by guaranteeing debentures (the "Debentures") issued by IC Brasil and ICP in the Brazilian capital markets. The Debentures are governed by Brazilian law. 

IC Spain's registered office is in Spain. It has a single employee located in Spain, one director located in Spain, and two directors residing in Brazil (both of whom are ICP employees). In making decisions, the IC Spain board does not take instruction from ICP or any other IC Group agents. ICP employees, however, provide IC Spain with legal, finance, treasury, tax, accounting, compliance, and investor relations services.  

IC Spain's books and records are maintained in Spain, with copies separately maintained in Brazil. Book and record entries must be approved by an ICP employee.  

Other than the stock of certain affiliates, IC Spain's assets consist of cash held in Spanish bank accounts. Its creditors are both Brazilian and non-Brazilian, but the holders of the Debentures guaranteed by IC Spain are mostly Brazilian. It has also has intercompany debts to other IC Group companies. 

Foreign Bankruptcy Cases and U.S. Chapter 15 Proceedings. In July 2024, certain IC Group companies, including, among others, ICP, IC Brasil, IC Spain, IC Netherlands, and IC Holding (collectively, the "debtors") commenced a court-supervised mediation proceeding in Brazil with several creditors, including the holders of the Debentures. After the debtors negotiated an agreement in principal with the Debenture holders concerning the terms of a restructuring plan (the "EJ Plan"), the Brazilian court converted the mediation into a consensual recuperação extrajudicial proceeding (the "EJ Proceeding"), and enjoined creditor collection efforts to give the debtors time to seek support for the EJ Plan. 

On July 9, 2024, a NY Noteholder filed a petition in a Dutch court seeking the appointment of a "restructuring expert" to devise a restructuring plan for IC Netherlands under the Dutch Wet homologatie onderhands akkoord ("WHOA").  

On July 15, 2024, the debtors' duly appointed (via cooperate resolution) foreign representative (the "FR") filed a petition in the U.S. Bankruptcy Court for the Southern District of New York seeking chapter 15 recognition of the EJ Proceeding as a foreign main or nonmain proceeding. Pending a determination on the recognition petition, the U.S. bankruptcy court granted provisional relief under section 1521(a)(6) of the Bankruptcy Code temporarily enjoining creditor collection efforts.  

On July 16, 2024, IC Spain filed a notice in a Spanish court that it had initiated negotiations with creditors and requested a temporary injunction of creditor collection efforts (the "Spanish Proceeding"). The Spanish court approved the requested relief. A different Spanish court later entered an order recognizing the Brazilian RJ Proceeding (defined below) in Spain (unlike Brazil, Spain has not enacted a version of the Model Law but implemented reforms to its bankruptcy laws in 2022 that provide for recognition of foreign bankruptcy proceedings). The Ad Hoc Group appealed the recognition order. 

On July 31, 2024, the Dutch court entered an order commencing a voluntary public restructuring procedure for IC Netherlands (the "Dutch Proceeding") and denying the NY Noteholder's request for the appointment of a restructuring expert. Instead, the court appointed an "observer" to oversee the formulation of a restructuring plan. In its order, the Dutch court found that IC Netherlands' COMI was in the Netherlands in accordance with the European Insolvency Regulation (the "EIR"), which regulates cross-border insolvency cases within the European Union. 

In early December 2024, the Dutch Court denied the NY Noteholder's petition to commence a liquidation proceeding for IC Netherlands, thereby allowing the Dutch Proceeding to continue. In its order, the Dutch Court reiterated its finding that the IC Netherlands' COMI was in the Netherlands. 

On December 3, 3024, after the debtors determined that creditor negotiations in the EJ Proceeding were futile, the debtors commenced a recuperação judicial proceeding under Brazilian law (the "Brazilian RJ Proceeding"). That proceeding was deemed a separate insolvency proceeding from the EJ Proceeding because the Brazilian RJ Proceeding included certain additional IC Group debtor companies. 

On December 9, 2024 (referred to hereafter as the "chapter 15 petition date," even though it was the second chapter 15 filing for the debtors), the FRC filed another chapter 15 petition in the U.S. bankruptcy court seeking chapter 15 recognition of the debtors' Brazilian RJ Proceeding and asserted that the COMI for each chapter 15 entity was in Brazil. 

An ad hoc group of the NY Noteholders (the "Ad Hoc Group") objected to recognition, arguing that the COMI of IC Netherlands and IC Spain are in the Netherlands and Spain, respectively.  

The Bankruptcy Court's Ruling 

The U.S. bankruptcy court granted the petition for recognition of the Brazilian RJ Proceeding as a foreign main proceeding under chapter 15. However, in so ruling, the court found that the COMI of all of the debtors, including IC Netherlands and IC Spain, is in Brazil. 

Chief U.S. Bankruptcy Judge Martin Glenn initially explained that courts in the Second Circuit have long agreed that the "Brazilian RJ process" satisfies the standards for chapter 15 recognition. InterCement, 668 B.R. at 821 (citation omitted). He therefore declined to discuss those standards in detail. 

Addressing the COMI of each of the debtors, Judge Glenn noted that the parties did not dispute that the COMI of ICP and IC Brasil was located in Brazil, where the companies were incorporated, had a registered office, and conducted operations. Therefore, he concluded, the presumption in section 1516(c) that COMI is situated in the country containing a foreign debtor's registered office had not been overcome or even refuted. 

The COMI of IC Netherlands and IC Spain, however, was contested. 

The FR claimed that IC Netherlands' COMI is in Brazil, whereas the Ad Hoc Group argued that it is in the Netherlands. Guided by Oi Brasil, which had strikingly similar facts, Judge Glenn explained that, whereas in this case, "a foreign debtor is a special purpose financing vehicle (SPV) with no operations other than managing relationships with creditors and paying off obligations on behalf of a larger corporate parent, the debtor's COMI should be determined by the location of the corporate 'nerve center,'" which in this case is in Brazil. Id. at 822 (citing Oi Brasil, 578 B.R. at 222–30). Moreover, Judge Glenn noted, developments immediately before the commencement of the Brazilian RJ Proceeding—specifically, the mediation and the Brazilian EJ Proceeding—bolster the FR's argument that IC Netherlands' COMI as of the second chapter 15 petition date was in Brazil. 

Judge Glenn emphasized that those developments "establish conclusively" that IC Netherlands' COMI was in Brazil as of the second chapter 15 petition date because the company's "primary business activity" was restricted to repayment of the NY Notes. He also noted that the efforts of IC Netherlands to repay the NY Notes "[were] channeled through—and [their] success depended on—the success of the [mediation] and Brazilian EJ Proceeding and related creditor negotiations in Brazil." Id. at 823. Moreover, the U.S. bankruptcy court found that, because all of those activities were "publicly and widely disclosed," they strongly indicated that the creditors of IC Netherlands were notified of the proceedings in Brazil. "By contrast," Judge Glenn wrote, "no restructuring activities with the capacity to materially impact [IC Netherlands'] ability to conduct its business occurred in the Netherlands during this timeframe." Id. at 823–24.  

The U.S. bankruptcy court rejected the Ad Hoc Group's argument that, because IC Netherlands asserted in the Dutch Proceeding that its COMI was in the Netherlands, and the Dutch court agrees in its findings, IC Netherlands should be estopped from taking a contradictory position in the chapter 15 proceeding. According to Judge Glenn, "[c]orporate entities are not precluded from having different COMIs in European and Chapter 15 proceedings because a 'COMI finding under the [EIR] in the Dutch proceedings is not the same as a COMI finding under Chapter 15 of the Bankruptcy Code.'" Id. at 825 (quoting Oi Brasil, 578 B.R. at 206). In a chapter 15 proceeding, Judge Glenn explained, COMI must be determined as of the chapter 15 petition date, whereas COMI under the EIR is to be determined as of the filing date of the foreign insolvency proceeding for which recognition is sought. Id. In other words, IC Netherlands' COMI when it filed the Dutch Proceeding might have been in the Netherlands, but, based on events occurring between that date and the chapter 15 petition date, the company's COMI for purposes of chapter 15 recognition was in Brazil. 

The U.S. bankruptcy court came to the same conclusion regarding IC Spain. Judge Glenn noted that IC Spain's operations as of the chapter 15 petition date (and the date on which the Brazilian RJ Proceeding commenced) consisted of restructuring its obligations under the Debentures, activities that "predominantly occurred in Brazil." Id. Moreover, he found that IC Spain's creditors, including the Debenture holders, were clearly aware of the IC Group's restructuring efforts in Brazil. 

The U.S. bankruptcy court accordingly concluded that IC Spain's COMI for purposes of chapter 15 recognition was in Brazil. In so ruling, the court rejected the Ad Hoc Group's speculation that any "events in Spain" after the chapter 15 petition date were "plainly engineered to boost Petitioners' recognition efforts." According to Judge Glenn, although a court has the authority to examine the time period between the foreign bankruptcy commencement and chapter 15 filing dates to prevent improper or bad faith COMI manipulation, there was no evidence of any such misconduct in this case. Id. at 826 n.16. 

Finally, the U.S. bankruptcy court extended the provisional injunctive relief granted after the initial chapter 15 filing to supplement the automatic stay that comes into force upon chapter 15 recognition under section 1520(a)(1) of the Bankruptcy Code.  

Outlook 

The bankruptcy court's decision in InterCement is a primer on assessing COMI for purposes of recognition of a foreign bankruptcy case under chapter 15 of the Bankruptcy Code. Key takeaways from the ruling include: 

• In cross-border bankruptcy cases involving multiple affiliated foreign debtors, each debtor's COMI must be determined separately, rather than the COMI of the enterprise group as a whole.
• COMI for purposes of chapter 15 recognition should be determined as of the chapter 15 petition date rather than the commencement debt of the foreign bankruptcy proceeding for which recognition is sought. 
• A U.S. bankruptcy court is not bound by the determinations of a foreign bankruptcy court as to COMI under other cross-border insolvency laws, such as the EIR, that may have different standards for determining COMI. 
• COMI may shift over time depending upon the foreign debtor's activities prior and subsequent to commencement of its foreign bankruptcy proceeding. In some cases, such a shift may be deemed improper or bad-faith COMI manipulation or accepted by the court as a form of good forum shopping.
• If a corporate group's nerve center is centrally located, notwithstanding group subsidiaries and affiliates having registered offices elsewhere, such nerve center may justify foreign main status for subsidiaries and affiliates that participate in a cross-border restructuring.