Alesco Preferred Funding VIII, Ltd. v ACP Re, Ltd.

Holding The court granted summary judgment dismissing claims against defendants for breach of indenture, common-law successor liability, alter ego, tortious interference, fraud, and breach of fiduciary duty. It held that unrebutted expert testimony established the defendants were not contractual successors, and that New York law did not apply to the common-law successor liability claim against ACP Re due to minimal Bermuda contacts.

The court’s words

The unrebutted expert report establishes that defendants were not contractual successors.

2026 NY Slip Op 06059, at the official text

applying a mechanical rule that Bermuda law should govern the successor liability issue as to ACP Re simply because it was incorporated as an exempted Bermuda entity and filed some ministerial paperwork there would not give effect to the law of the jurisdiction having the greatest interest in the litigation

2026 NY Slip Op 06059, at the official text

the proxy statement contained a material misstatement

2026 NY Slip Op 06059, at the official text

the language in the proxy statement is not actionable because it was not made for the purpose of inducing the Wolf River plaintiffs to buy or continue holding TruPS

2026 NY Slip Op 06059, at the official text

company directors do not owe fiduciary duties to the creditors of a subsidiary of the company, even where the company or its subsidiary is insolvent or bordering on insolvency

2026 NY Slip Op 06059, at the official text