New York Bankruptcy Court Recognizes English Scheme of Arrangement Proceeding Under Chapter 15 Despite Concerns of Improper COMI Manipulation
Approaching its 20-year anniversary, chapter 15 of the Bankruptcy Code has proven to be an invaluable tool for facilitating cross-border bankruptcy and insolvency cases. As foreign debtors have increasingly relied on chapter 15 to obtain "recognition" and enforcement in the United States of foreign bankruptcy proceedings and related foreign court orders, some courts have expressed concerns about debtors improperly manufacturing venue for foreign bankruptcy proceedings in countries with which they have minimal contacts. This issue was remarked upon by Judge Michael E. Wiles of the U.S. Bankruptcy Court for the Southern District of New York in In re Mega Newco, Ltd., No. 24-12031 (MEW), 2025 WL 601463 (Bankr. S.D.N.Y. Feb. 24, 2025). In an unpublished ruling, the bankruptcy court granted chapter 15 recognition of a UK "scheme of arrangement" proceeding commenced by a newly formed English subsidiary of a Mexican company for the purpose of restructuring the Mexican company's U.S. law-governed debt. The court also recognized and enforced a UK court's order approving the debtor's scheme, which included releases and injunctions of litigation against non-debtor third parties. However, Judge Wiles noted that he would have had "serious questions" about recognizing the scheme if there had been evidence that the restructuring "structure" had been opposed, unfair, or thwarted creditor expectations.
Recognition and Procedures Under Chapter 15
Enacted in 2005, chapter 15 governs cross-border bankruptcy and insolvency proceedings in the United States. It is patterned on the 1997 UNCITRAL Model Law on Cross-Border Insolvency (the "Model Law"), which has been adopted 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—defined in section 101(24) as the representative or person authorized to administer the reorganization or liquidation of the debtor's assets or affairs—may file a petition in a U.S. bankruptcy court seeking "recognition" of a "foreign proceeding." 11 U.S.C. § 1515.
The basic requirements for recognition under chapter 15 are: (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). 11 U.S.C. § 1517(a). If these requirements are satisfied, "an order recognizing a foreign proceeding shall be entered." Id.
"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.
11 U.S.C. § 101(23).
More than one foreign 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 center of main interests ("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, this 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 are relevant in determining a debtor's COMI, including:
- The 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, 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);
- The location of a debtor entity's liquidation or reorganization activities and administrative functions, Morning Mist Holdings Ltd. v. Krys (In re Fairfield Sentry Ltd.), 714 F.3d 127 (2d Cir. 2013);
- The situs of each debtor entity's "nerve center," including the location from which such entity's "activities are directed and controlled[,]" id. at 138;
- The regularity of a debtor entity's activities in the relevant location and the ascertainability of these activities by creditors, id.; In re British Am. Ins. Co., 425 B.R. 884, 912 (Bankr. S.D. Fla. 2010); In re Betcorp Ltd., 400 B.R. 266, 289 (Bankr. D. Nev. 2009); and
- Creditors' expectations regarding the location of a debtor's COMI, In re Serviços de Petróleo Constellation S.A., 613 B.R. 497 (Bankr. S.D.N.Y. 2019); In re Oi Brasil Holdings Coöperatief U.A., 578 B.R. 169, 228 (Bankr. S.D.N.Y. 2017).
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. See also In re Ran, 607 F.3d 1017 (5th Cir. 2010) (same); In re Brit. Am. Ins. Co. Ltd., 425 B.R. at 910 (same).
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 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).
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."); see also In re Modern Land (China) Co., 641 B.R. 768, 785-86 (Bankr. S.D.N.Y. 2022) (same); 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 independently determine whether a foreign 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).
Mega Newco
Mega Newco Ltd. (the "debtor") is a wholly owned subsidiary of Mexican financial services company Operadora de Servicios, S.A. De C.V., Sofom, E.R. ("ODS"). ODS is based and headquartered in Mexico.
Sometime during 2024, ODS and an ad hoc committee collectively holding more than 25% of New York law-governed notes (the "U.S. Notes") issued by ODS reached agreement on the terms of a restructuring under which noteholders would receive partial cash payments or equity in ODS, or the right to buy new notes issued by ODS. ODS also negotiated arrangements to refinance and restructure other debt obligations contingent on the completion and enforcement of the U.S. Notes restructuring.
However, because the U.S. Notes could not be restructured in the United States outside of a case under chapter 11 of the Bankruptcy Code without the consent of 100% of the noteholders, ODS in September 2024 created a wholly owned subsidiary—the debtor—organized under English law with a registered office in London for the purpose of facilitating a restructuring of the U.S. Notes under a UK scheme of arrangement pursuant to the UK Companies Act 2006.
Deploying such a structure to implement a balance sheet restructuring is not uncommon in the United Kingdom, and UK courts have sanctioned many similar schemes of arrangement, since the structure was first used in Re Codere Finance (UK) Ltd, [2015] EWHC 3778 (Ch). In a related context, UK courts have also exercised jurisdiction over and sanctioned schemes of arrangement where the governing law in the subject debt documents changed to English immediately prior to the commencement of a UK scheme proceeding in order to secure a sufficient connection to the jurisdiction (see Re Apcoa Parking Holdings GmbH & Ors,[2014] EWHC 3849 (Ch); Re Tele Columbus, [2024] EWHC 181 (Ch)).
At the time of its formation, the debtor became a co-obligor on, and a guarantor of, the U.S. Notes, and agreed that ODS could seek contribution from the debtor for any payment made by ODS on the U.S. Notes.
UK law permits approval of a consensual scheme dealing with a single series of note obligations, as distinguished from the entirety of a debtor's obligations, and is generally less costly and faster than a chapter 11 reorganization. For a scheme of arrangement to become effective, a simple majority in number representing at least 75% in value of claims held by voting creditors must vote in favor of the scheme.
ODS did not have a registered office in the United Kingdom and had no substantial business operations or facilities there. Therefore, ODS could not have proposed a scheme of arrangement on its own behalf due to the lack of a sufficient connection with the United Kingdom that would have given a UK court jurisdiction to approve such a scheme.
The debtor commenced a UK scheme proceeding on November 14, 2024 ("the UK Proceeding"). It proposed a scheme of arrangement (the "UK Scheme") designed to implement the proposed restructuring of the U.S. Notes as well as certain other obligations of ODS and its other affiliates. The UK Scheme also provided, in accordance with UK law, for releases of, and an injunction of litigation against, the debtor, ODS, and various third parties for liabilities arising from the U.S. Notes, negotiation and implementation of the scheme, and the restructuring, except for claims for fraud or willful misconduct. The debtor expressly disclosed in the UK Proceeding that it was created to enable the English court to have jurisdiction over the UK Scheme.
On November 25, 2024, the debtor's foreign representative (the "FR") filed a petition in the U.S. Bankruptcy Court for the Southern District of New York seeking recognition of the UK Proceeding under chapter 15 as a foreign main proceeding. The FR also sought an order recognizing and enforcing the UK Scheme, including the scheme's third-party release/injunction provisions.
The UK Scheme was approved at a meeting of creditors on February 3, 2025, with nearly 76% of creditors (by value) appearing at the meeting and voting unanimously in favor. The UK High Court of Justice (the "UK Court") sanctioned the UK Scheme on February 5, 2025, without objection.
On February 7, 2025, the bankruptcy court entered an order recognizing the UK Proceeding under chapter 15 as a foreign main proceeding, and recognizing and enforcing the UK Scheme. See In re Mega Newco Limited, No. 24-12031 (MEW) (Bankr. S.D.N.Y. Feb. 7, 2025) [Doc. No. 25]. Among other things, the court found that the debtor's COMI is in the United Kingdom. In its recognition order, the bankruptcy court also stated that the injunctive relief set forth in the order implementing the third-party releases in the UK Scheme was "appropriate and necessary to prevent the risk that the English Scheme Proceeding may be thwarted by the actions of particular creditors, a result inimical to the purposes of Chapter 15 of the Bankruptcy Code as set forth in section 1501(a) of the Bankruptcy Code." It further noted that "[s]uch actions could put in peril the Debtor's ability to successfully restructure."
On February 24, 2025, the U.S. bankruptcy court issued a written opinion on its ruling.
The Bankruptcy Court's Opinion
In its written opinion, the bankruptcy court explained that, consistent with its previous ruling in Mood Media and the decisions in Ran, Modern Land, and Pirogova, the debtor's restructuring activities in the UK Proceeding alone were insufficient to demonstrate that the debtor had an "establishment" for purposes of chapter 15 recognition of the UK Proceeding as a foreign nonmain proceeding. According to Judge Wiles, because the debtor never engaged in any business or regular market-facing activities in the United Kingdom, its restructuring activities alone were inadequate. Otherwise, he wrote, "any proceeding in which a debtor sought relief would automatically qualify as a 'foreign main proceeding,' and the requirement of an 'establishment' would be deprived of any meaning." Mega Newco, 2025 WL 601463, at *2.
By contrast, Judge Wiles explained, the debtors' UK restructuring activities—"apparently … the only activities in which [the debtor] has ever engaged"—could be considered in determining whether the debtor's COMI is in the United Kingdom for purposes of chapter 15 recognition of the UK Proceeding as a foreign main proceeding. Id. at *3. Given the absence of any objections to recognition of the UK Proceeding under chapter 15 as a foreign main proceeding, or to enforcement of the UK Scheme in the United States, and without any evidence of unfairness to the holders of the U.S. Notes, the bankruptcy court concluded that chapter 15 recognition was warranted.
However, Judge Wiles expressed reservations regarding possible COMI manipulation:
I nevertheless cannot help but see significant risks in the structure that has been used here. Chapter 15 is premised on the idea that a debtor who seeks to restructure an obligation is actually the subject of a foreign proceeding, and that the foreign proceeding is located in the country where that debtor has its COMI. Here, the whole structure admittedly was created for the purpose of restructuring the U.S. Notes issued by [ODS]. However, [ODS] is not a party to the [UK Proceeding], and [ODS's] COMI is in Mexico, not the U.K. [The debtor] was created, and then voluntarily subjected itself to [ODS's] liabilities under the U.S. Notes, just so that the U.S. Notes issued by [ODS] could be restructured in a jurisdiction that was not otherwise available…. If we were routinely to allow this structure in all cases, no matter what the circumstances, the ordinary predicates for Chapter 15 relief could be stripped of meaning. Any debtor company could restructure its obligations anywhere it chose without even subjecting itself to a foreign proceeding. All that a debtor would need to do is to form a new subsidiary in a jurisdiction of its choice and then cause that new subsidiary to assume the parent company's obligations. The parent company's COMI would no longer be relevant to the parent's restructuring of its debts. The laws of the chosen jurisdiction would govern a restructuring, no matter how those laws might affect the legitimate expectations of creditors and regardless of whether the debtor had chosen a particular jurisdiction for the purpose of favoring insiders or for other improper reasons.
Id.
The bankruptcy court then considered whether the "underlying structure" of the U.S. Notes restructuring was an "improper manipulation of COMI" such that the court should disregard the form of the transaction and instead examine whether ODS on its own had satisfied the conditions for chapter 15 recognition and relief.
The court emphasized that this structure "could be used in another case as a way of frustrating and thwarting the legitimate expectations of creditors." Id. at *4. Even so, Judge
Wiles concluded that the case before him did not involve "frustration or thwarting of creditor rights." Instead, he noted, the debtor was formed and the UK Proceeding was commenced "for laudable objectives." According to the bankruptcy court, those actions facilitated an efficient restructuring that would enhance all stakeholders' recoveries and maximize the value of the underlying businesses, and therefore, were "fully consistent with the stated purposes of Chapter 15." Id.
"Ironically," Judge Wiles noted, declining to enforce the UK Court's order approving the UK Scheme would itself "thwart creditor expectations" in this case. He wrote that it would be "absurd" to "thwart the creditors' constructive desires and expectations in the guise of supposedly protecting them." Id.
Finally, the bankruptcy court noted that, if there were evidence—or even a contention—that the reorganization structure of the U.S. Notes was unfair or thwarted third-party expectations, there would be "serious questions" as to whether it should be approved. Without any evidence of these things, and given the creditors' overwhelming support of the UK Scheme, the court saw "no cause in this particular case to look past the form of the transactions or to pursue theoretical issues that no affected party wishes to pursue." Id.
Outlook
Although unpublished and therefore not precedential, the bankruptcy court's decision in Mega Newco is significant for a number of reasons.
First, in recognizing the UK Proceeding and enforcing the UK Court's order sanctioning the UK Scheme under principles of international comity, the bankruptcy court demonstrated the important role of chapter 15 and U.S. courts in providing assistance to foreign bankruptcy courts presiding over the bankruptcy and restructuring cases of foreign debtors. The bankruptcy court in Mega Newco not only recognized the debtor's UK Proceeding, thereby facilitating implementation of the UK Scheme in the United States, but also recognized and enforced the UK Court's order sanctioning the UK Scheme, including its provisions releasing claims and enjoining litigation against third parties arising from the restructuring and the U.S. Notes without the consent of all affected creditors.
Such nonconsensual third-party releases in non-full payment chapter 11 plans have been effectively banned in the United States after the U.S. Supreme Court's 2024 ruling in the Purdue Pharma chapter 11 cases. See Harrington v. Purdue Pharma LP, 603 US 204 (2024). However, as illustrated by Mega Newco, this does not mean that such releases in a foreign debtor's restructuring plan cannot be recognized and enforced in the United States in a chapter 15 case.
Despite the controversial nature of such releases—even before Purdue Pharma—many U.S. bankruptcy courts have recognized and enforced foreign restructuring plans providing for third-party releases in chapter 15 cases. See, e.g., In re Vitro S.A.B. de CV, 701 F.3d 1031, 1062 (5th Cir. 2012) ("We conclude that, although our court has firmly pronounced its opposition to [non-debtor] releases, relief is not thereby precluded under § 1507, which was intended to provide relief not otherwise available under the Bankruptcy Code or United States law."); In re Americanas S.A., 2024 WL 3506637 (Bankr. S.D.N.Y. July 22, 2024) (recognizing and enforcing under chapter 15 a Brazilian debtor's bankruptcy plan that permitted nonconsensual third-party releases, without, however, any legal analysis or mention of Purdue Pharma); In re Agrokor d.d., 591 B.R. 163 (Bankr. S.D.N.Y. 2018); In re Sino-Forest Corp., 501 B.R. 655 (Bankr. S.D.N.Y. 2013); In re Metcalfe & Mansfield Alternative Investments, 421 B.R. 685 (Bankr. S.D.N.Y. 2010).
Further, at least one court in a post-Purdue chapter 15 case recognized a foreign restructuring plan approved in a Mexican concurso mercantile proceeding that included nonconsensual third-party releases over the objections of a major creditor, observing that: (i) Purdue is limited to the chapter 11 context; (ii) recognition of the restructuring plan was appropriate under the principles of comity; and (iii) nonconsensual third-party releases are not manifestly contrary to the public policy of the United States under section 1506 of the Bankruptcy Code, given that such releases are expressly authorized in the context of asbestos-related claims under section 524(g). In re Crédito Real, S.A.B. de C.V., SOFOM, E.N.R., Case No. 25-10208 (Bankr. D. Del. Mar. 11, 2025), ECF No. 51 (bench ruling; written decision forthcoming), appeal docketed, Case No. 25-00371 (D. Del. Mar. 26, 2025).
Second, there is a troubling aspect of Judge Wile's commentary in Mega Newco. Specifically, as noted, section 1517(a) of the Bankruptcy Code provides that a U.S. bankruptcy court "shall" enter an order recognizing a foreign proceeding if the statutory requirements specified for recognition are satisfied. This does not mean that a bankruptcy court cannot refuse to order such relief if the court determines that the very high bar of being "manifestly contrary to the public policy of the United States" has been surmounted. See 11 U.S.C. § 1506. However, section 1506 requires a "narrow reading" and "does not create an exception for any action under Chapter 15 that may conflict with public policy, but only an action that is 'manifestly contrary.'" Fairfield Sentry, 714 F.3d at 139); accord ABC Learning, 728 F.3d at 309 (the public policy exception should be invoked only under exceptional circumstances concerning matters of "fundamental importance" to the United States).
Judge Wiles appears to be second-guessing the UK Court's decision to take jurisdiction over the debtor's restructuring based on the UK Court's determination that a sufficient connection existed such that it could sanction the UK Scheme. As noted earlier, UK courts have sanctioned schemes based on similar "sufficient connections" to the United Kingdom. In the absence of any suggestion that recognition of the UK Proceeding violated section 1506—an issue that the bankruptcy court did not even address—the court appears to have stepped outside the statutory confines of chapter 15. It is inappropriate for a U.S. bankruptcy court to second-guess a foreign court's conclusion and, further, the motivations of the Mexican parent in creating the debtor for the purpose of seeking approval of a scheme of arrangement restructuring the U.S. Notes under UK law. It is an uncontroversial proposition that a chapter 15 court does not sit as an appellate court of the foreign proceeding. Universal Cas. & Sur. Co. v. Gee (In re Gee), 53 B.R. 891, 902, 904 (Bankr. S.D.N.Y. 1985) (noting that if the bankruptcy court is satisfied with the procedural fairness of the foreign proceeding (e.g., because the foreign proceeding accords the interested parties' appropriate procedures to contest the entering into of the winding-up order and appeal the court's determination and allows for the equitable distribution of assets) and that the foreign proceeding is not repugnant to U.S. laws and policies, it "should not sit as an appellate court over the foreign proceedings."); In re Oi S.A., 587 B.R. 253, 273 (Bankr. S.D.N.Y. 2018) ("It is simply not this Court's role to second guess the wisdom of the [foreign] courts or overrule their decisions, which would be fundamentally inconsistent with comity."); In re Rede Energia S.A., 515 B.R. 69, 100 (Bankr. S.D.N.Y. 2014) ("[I]t is not appropriate for this Court to superimpose requirements of U.S. law on a case in [foreign jurisdiction] or to second-guess the findings of the foreign court."); SNP Boat Serv. S.A. v. Hotel Le St. James, 483 B.R. 776, 786 (S.D. Fla. 2012) ("To inquire into a specific foreign proceeding is not only inefficient and a waste of judicial resources, but more importantly, necessarily … transform[s] a domestic court into a foreign appellate court where creditors are always afforded the proverbial 'second bite at the apple.' Chapter 15's directive that courts be guided by principles of comity was intended to avoid such a result."); In re Metcalfe & Mansfield Alternative Invs., 421 B.R. 685, 697 (Bankr. S.D.N.Y. 2010) ("The relief granted in the foreign proceeding and the relief available in a U.S. proceeding need not be identical. A U.S. bankruptcy court is not required to make an independent determination about the propriety of individual acts of a foreign court.").
Lastly, it has been well established that a foreign debtor's lack of good faith prior to filing a petition for recognition under chapter 15 is not alone a sufficient justification to deny recognition. See In re Culligan Ltd., 2021 WL 2787926 (Bankr. S.D.N.Y. July 2, 2021); In re Manley Toys Ltd., 580 B.R. 632, 648 (Bankr. D.N.J. 2018), aff'd, 597 B.R. 578 (D.N.J. 2019); In re Creative Fin. Ltd., 543 B.R. at 515 (Bankr. S.D.N.Y. 2016). Even if it were, "manipulating" or "manufacturing" COMI for the purpose of seeking approval of a restructuring under the laws of a forum whose bankruptcy laws are more favorable to a successful restructuring cannot, without more, be deemed improper. See Ocean Rig, 570 B.R. at 703.
