Legal Question in Business Law in California

I have 100% stock shares of a business.I'm considering selling this to a family member,if he has filed bankruptcy, is the stock protected?


Asked on 9/13/09, 11:56 pm

2 Answers from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

I am not a bankruptcy specialist, but my immediate reaction to this is, "How is he gonna pay for it?" Bankrupt persons, whether businesses or, as here, individuals, have lost control of whatever assets they had before filing BK, and given control to the trustee. The bankrupt individual cannot, I think, buy anything without the trustee's prior approval, because the bankrupt has nothing with which to pay a seller. There is certainly an exception for the necessaries of life, like groceries, but not stock. So, I think the question of whether the stock is "protected" (I assume you mean from the bankrupt's creditors) is moot. A benkrupt individual could not carry out the proposed transaction. Further, if the did enter into such a transaction, the stock would not be protected from the bankrupt's creditors. There is a concept of fraudulent transfer to consider here; transactions in which insolvent persons make deals that tend to make things tougher on their creditors or even prospective creditors are vulnerable to challenge and set-aside on the basis that they are frauds on the creditors.

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Answered on 9/14/09, 12:43 am
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

I should add that deals with family members are extra-subject to fine-tooth-comb examination for the whiff of fraud.

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Answered on 9/14/09, 12:45 am


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