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Costa Rican Sociedad Anónima Not Amenable To Pennsylvania Charging Order In Estate Of Lieberman

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The Estate of Dr. Richard Lieberman obtained a judgment for about $1.8 million against a Costa Rica corporation called Playa Dulce Vida, S.A., in an action before the U.S. District Court for the Eastern District of Pennsylvania. The Estate then applied to the Court for a charging order against the Costa Rica corporation, arguing that a Costa Rica “S.A”, or Sociedad Anónima, is akin to a U.S. limited liability company, and thus should be subject to a charging order under the Pennsylvania charging order statute. So, the question before the Court was whether a charging order should be issued against a Sociedad Anónima, which is a very popular form of entity nationwide.

The Court in a Memorandum Opinion in Estate of Lieberman v. Playa Dulce Vida, S.A., 2023 WL 138317 (E.D.Pa., Jan. 9, 2023), answered this question in the negative, and denied the application for a charging order. There were two reasons for this denial, both of which are interesting in their own way.

First, it is clear that a Sociedad Anónima is a form of corporation and not an LLC. Thus, the Pennsylvania Uniform Limited Liability Company Act would not apply to an S.A. in general, nor would the charging order provision apply to an S.A. more specifically. This is interesting because, just as the United States has various types of business entities, so do other countries have their own various types of business entities. Thus, what might pass for an corporation or partnership in one country might be treated as something else entirely in another country.

When one starts to think of the global economy against the backdrop of the myriad of types of entities arising out of Anglo-American common law, European and Latin American civil law, widely differing forms of Asian law and more, then one can begin to understand the magnitude of the issue. In the U.S. at least, we solve that problem by hammering strange non-U.S. entities into familiar U.S. pigeonholes, based on such factors as how they really operate, their historical background, how they are treated for tax purposes, and numerous other factors. With the Sociedad Anónima, however, it is relatively easy because it is clear that S.A.’s are simply forms of corporations, and not LLCs or partnerships or trusts or anything else.

The second issue identified by the Court is interesting in a completely different and much more practical way. Fundamentally, a charging order is a remedy that is used by a judgment creditor to establish a lien on the economic rights of an LLC or partnership interest that is owned by the judgment debtor. In this case, however, the Estate sought a charging order against the judgment debtor itself, PDV, which makes absolutely no sense if one even minimally comprehends how a charging order is supposed to work.

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In other words, you don’t get a charging order against the debtor itself ― no matter what type of entity it is ― but instead you get a charging order against things that are owned by the debtor, if those things are interests in other LLCs or partnerships. The charging order then creates a lien on those LLC or partnership interests that are owned by the debtor, and redirects any payments to the creditor to effectively reduce those liens. For the Estate here to apply for a charging order against the debtor itself demonstrates that the Estate’s attorneys very fundamentally misunderstood the remedy of a charging order and its operation.

This now brings us to yet a third issue raised by the Court’s Memorandum, but not discussed by it: What does the Estate need to do to collect on its judgment against PDV? The Estate’s judgment is a U.S. judgment, which means that it is only good in the U.S. unless recognized elsewhere. Thus, unless and until the Estate has the judgment recognized somewhere else, it will be stuck with collecting only against PDV’s assets. However, as a foreign company, PDV might or might not have any assets within the U.S. to collect against ― the Memorandum just does not say either way.

What the Memorandum does say is that PDV owns and operates a resort in Costa Rica, which would seem like a juicy asset for any creditor. Can the Estate get at the Costa Rica resort with its U.S. judgment? The answer here is likely in the negative, unless there are other things going on that we don’t know about. A U.S. judgment, and even a judgment by a U.S. District Court, typically has no collection value outside the borders of the U.S., since the Court’s jurisdiction and thus its enforcement ability stops at the border.

With individual debtors, sometimes a U.S. court can order the individual debtor to bring (“repatriate”) certain types of assets back to the U.S. so that those assets can be made available to creditors. If the individual debtor refuses, the U.S. court can hold the debtor in contempt and even incarcerate the debtor until the repatriation is made. However, this is usually only good for liquid assets, such as moneys in bank accounts, and not real property ― although in some cases, a court might order the debtor to liquidate the property abroad and return the proceeds to the U.S.

The problem with entity debtors, such as PDV, is that they while they can be held in contempt, they cannot be incarcerated, so the only thing that a court can do to an entity in the event of contempt is to impose monetary fines. But this then puts the debtor back to Square One in terms of finding assets to satisfy the fine.

Thus, in this case, if the Estate desires to collect against PDV, it will have to have its U.S. judgment recognized in Costa Rica. But that’s not quite as easy as it sounds. Costa Rica is not controlled by the U.S. Constitution which has a “Full Faith and Credit” clause that makes the registration of most judgments between states and with the federal government a breeze in most cases. Thus, unless there is some treaty in effect between the U.S. and Costa Rica, the latter doesn’t have to automatically register the U.S. judgment as a matter of course.

What this means is that the Estate will have to seek to register its U.S. judgment in Costa Rica. I have utterly no idea what this entails under Costa Rican law, but typically most countries either have a statute that allows for the registration of foreign money judgments or they require a new lawsuit on the foreign judgment to be brought locally to establish it as a local judgment. But some countries do not allow either of these procedures, and instead require that the whole lawsuit be tried ab initio as if the foreign proceedings never occurred.

Assuming that the Estate can obtain a Costa Rican judgment against PDV one way or another, then the judgment enforcement proceedings will take place in the Costa Rican courts and will utilize Costa Rican procedures. Again, who knows what those procedures might be like, but being a civil law country they are probably radically different in form, but perhaps not so much in result, than a levy under Anglo-American law. Of course, local Costa Rican counsel will have to be retained to undertake this judgment enforcement.

It might also be possible for the Estate to try to intercept moneys paid by U.S. tourists to PDV in New York, through which most such international transactions pass. In that event, the Estate would have to register its judgment from the Eastern District of Pennsylvania to the Southern District of New York, and then it would have to figure out how such moneys flow. Presumably, an assignment order could be obtained to then pick up credit card payments to PDV. Not easy, but not impossible either. Such intercepted payments might or might not pay the judgment entirely, but they might bring PDV to the table for a settlement long in advance of Costa Rican proceedings threatening the sale of the resort.

Anyway, these are the sorts of issues that judgment enforcement attorneys such as myself have to deal with regularly, and this case at the very least has given me the opportunity to illustrate them for those who are otherwise unfamiliar.

Entrepreneurship

Bitcoin ATM – Learn More About Quick Change Cash to Cryptocurrency

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Cryptocurrencies such as Bitcoins have become a global currency. They are well-known globally and more popular than traditional money, for example American Dollar.

Bitcoin ATM

This article will tell more about Bitcoin ATMS with zero commissions, how to change crypto to cash in a short time or how to find the most beneficial Bitcoin ATMs.

  1. Bitcoin ATM with 0% commission
  2. Bitcoin ATM can change cash on several cryptocurrencies
  3. How to change cash on cryptocurrency?
  4. Where to learn about bitcoin ATMs?
  5. Is it safe to use Bitcoin ATMs?
  6. What are the Bitcoin ATMs locations?
  7. What are the opening hours of Bitcoin ATMs?
  8. Where can you find some information on exchange rates?
  9. Where can you find some more information on Bitcoin ATMs?

Bitcoin ATM with 0% commission

When you want to buy and sell bitcoin you do not have to pay an additional fee in your area like many different bitcoin ATMs charge (even 8%). Every bitcoin ATM provides transactions with 0% commission. What is more, the clients can get various discounts and enjoy higher exchange rates.

Bitcoin ATM can change cash on several cryptocurrencies

Although Bitcoin is the most recognizable cryptocurrency in the world, there are also other cryptocurrencies worth mentioning. What is more, they are also available in the bitcoin ATM. They are the following: Tether (USDT), Litecoin (LTC), Tron (TRX) and Ether (ETH). The whole process – it means converting cash to your favourite cryptocurrency lasts a few minutes.

It is very intuitive and every user can change cash to crypto without any problems.

How to change cash on cryptocurrency?

It is very simple to use the Bitcoin ATM. It is similar to withdrawing money from a standard ATM. The first thing you have to do is to insert cash and then scan qr code. Next, you have to select the transaction details (exchange rate and transaction fee) and finally the cryptocurrency is transferred to your wallet.

It is childishly easy to use the bitcoin ATM. As an outcome, it is also popular in Ukraine where the war with Russia takes place.

Where to learn about bitcoin ATMs?

If you want to get some relevant knowledge on bitcoin ATM and how to buy and sell bitcoin and litecoin you should visit the official social media of bitcoin ATM. There is a tutorial for beginners who have never tried the bitcoin ATM and want to know what bitcoin ATMs are.

The popular social media where you can find the information are You tube and Facebook. Furthermore, it is worth watching it regularly to learn more about special offers or unique discounts for anonymous bitcoin buyers and sellers.

Is it safe to use Bitcoin ATMs?

The clients should feel safe during converting cash to cryptocurrency. That is why, the bitcoin ATMs are located in public places, mainly in the shopping malls where the advance monitoring system is provided. What is more, it is also possible to change cash to cryptocurrencies in independent places. However, in those places the doors are locked and the person who is doing the transaction can feel safe.

Bitcoin ATM
photo credit: Sharon Hahn Darlin / Flickr

What are the Bitcoin ATMs locations?

If you need to change cash to cryptocurrency, you have to see the bitcoin ATM map. There you can find all bitcoin ATMs in your area. What is more, you can get some interesting details about the bitcoin ATM. There is provided the name of the city with a detailed address as well as additional information on the bitcoin ATM. Moreover, you can find there also a picture of the bitcoin ATM and available funds to withdraw at the moment.

What are the opening hours of Bitcoin ATMs?

If you are in Madrid, the capital city of Spain you can check the opening hours of Bitcoin ATMs Madrid online. At the same website where you can check the location of a bitcoin ATM, there is some information about opening hours. The majority of bitcoin ATMs are open 24 hours, 7 days a week and they are available in the shopping malls or independent places. However, some of them are available in limited time.

That is why, it is always worth checking the opening hours before you visit the bitcoin ATM.

Where can you find some information on exchange rates?

The exchange rate is the crucial information when it comes to converting cash to cryptocurrencies. However, it is not a problem when you use the bitcoin ATMs. At the website where the detailed address and opening hours are provided you can also find some information about the current exchange rate.

It is worth selecting the place that offers the best exchange rate before you leave your house.

Where can you find some more information on Bitcoin ATMs?

Before you make a transaction at a bitcoin ATM, you should learn more about the bitcoin ATMs. You can do it at the official website of the device or at one of the YouTube channels where the latest information and detailed tutorial are provided.

You should also visit Facebook and Instagram where the latest news is updated and find out that there are more and more bitcoin ATMs in your location.

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Finance

The Future Of Economic And Workforce Development

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Our economic attention currently is fixed on national policy, with growing risks from a debt limit deadlock and debates over inflation versus recession. But economic prosperity also depends on state, regional, and local policy, and now there’s a free guide to some of the best thinking in the field in the newest edition of the Economic Development Quarterly (EDQ).

EDQ is a leading journal overseen by the W.E. Upjohn Institute for Employment Research. It brings together practitioners and scholars through “supporting evidence-based economic development and workforce development policy, programs, and practice in the United States.” (I’m a member of the editorial board, and also a contributor to this new issue.).

The new issue asked experts associated with the journal “what are the key research and policy questions facing economic development and workforce development today?” In order to reach a broad audience, including policy makers, academics, journalists, and the public, the issue is free for a limited time.

There are 15 articles in the issue, and their range and excellence make it impossible to summarize them. Some focus on companies and firms, including how entrepreneurs can be included in economic development, what policies and programs are most effective in supporting businesses and job creation. Other analyze how public economic development and workforce professionals in the field can be most effective in our complex and tangled systems.

Several articles examine changing workforce dynamics. How can policy engage with macro trends like globalization, high housing costs, and changes in commuting and working from home? Can greater inclusion for the workforce be part of an effective economic development strategy? What would economic development look like if it paid more attention to environmental, racial equity, and family and household issues?

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My contribution draws on my new book, Unequal Cities: Overcoming Anti-Urban Bias to Reduce Inequality in the United States. The book outlines how America depends on cities for innovation, growth, and productivity, but also how our political systems—regional, state, and national—are biased against cities.

That pervasive bias holds down both regional and national productivity and growth. And it perpetuates racially stratified inequality in jobs, economic growth, housing, and education.

Wealthy (and predominantly white) suburbs capture the lion’s share of urban economic growth while not paying their fair share of the costs. That ongoing and structural racial bias is perpetuated over time by our public policies and fragmented metropolitan governments. This in turn makes it very hard for cities to address these problems on their own.

I argue that hyper-mathematized models in urban economics divert energy from more empirical engagement on our economic and workforce problems. We need multi-disciplinary analysis of policy, with special attention to how seemingly neutral policies generate racial and other forms of inequality. And we must recognize how our metropolitan fragmentation and segregation hold back shared economic prosperity.

Although there’s a wide range of policy viewpoints in the EDQ issue, all of the authors use research and analysis to help improve the places where we live. That distinguishes this work from much of mainstream urban economics, which is skeptical of place-based policies. Standard urban economics favors individually-based approaches emphasizing education and skills, and encouraging mobility by companies and people.

Of course, education and skill development are essential components of sound policy, and several of the EDQ articles suggest how to improve it. But in the real economy, experts like those at the Economic Policy Institute show our policy bias towards individualized and company-focused approaches hasn’t led to shared prosperity.

Instead, as watchdog analysts like Good Jobs First point out, we far too often see wasted tax subsidies going to firms that don’t need them, without good jobs and other benefits that were promised in return for the tax breaks. Public education mirrors the unequal fragmentation of regional governments, with suburbs creating better education from their higher property tax bases and wealth while core cities struggle to generate adequate educational funding.

So if you’re interested in economic and workforce development, national and regional and city prosperity, and how equity and growth can be combined in public policy, get your free issue of Economic Development Quarterly. I’m proud to be in such distinguished company, and there’s a lot to learn from them.

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Finance

What To Expect From Altria’s Q4?

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Altria (NYSE: MO) is scheduled to report its Q4 2022 results on Thursday, January 26. We expect MO stock to see little movement, with its revenue and earnings aligning with the street expectations. Although the company should continue to see a decline in cigarette volume, given the declining market and higher inflation, pricing growth will likely help offset the revenue loss from volume. While we expect little movement in MO stock based on its Q4 results, it has more room for growth from a valuation perspective, as discussed below. Our interactive dashboard analysis of Altria Earnings Preview has additional details.

(1) Revenues expected to align with the consensus estimates

  • Trefis estimates Altria’s Q4 2022 revenues to be around $5.2 billion, reflecting a low single-digit y-o-y rise and in line with the $5.2 billion consensus estimate.
  • Altria sells its tobacco products in the U.S. Revenue is generated from selling cigarettes, oral tobacco, and smokeless products.
  • While the company is expected to see continued pricing growth, lower volume/mix will likely weigh on its top-line growth.
  • Looking at Q3 2022, the company reported net revenue of $5.4 billion, marking a 2% decline over the prior-year quarter.
  • The decline in revenue can be attributed to lower cigarette volume (down 9%) and the sale of its wine business in October 2021.
  • Our dashboard on Altria Revenues has details on the company’s segments.

(2) EPS likely to be in line with the consensus estimates

  • Altria’s Q4 2022 adjusted earnings per share (EPS) is expected to be $1.17 per Trefis analysis, aligning with the consensus estimate. This compares with the $1.07 figure the company reported in the prior-year quarter.
  • The company’s net income of $2.3 billion in Q3 2022 reflected a modest rise from the $2.3 billion figure seen in the prior-year quarter due to a 90 bps y-o-y rise in operating margin to 58.9%.
  • For the full-year 2023, we expect the adjusted EPS to be higher at $5.11 compared to the EPS of $4.61 in 2021 and an estimated $4.83 in 2022.

(3) MO stock looks like it has some more room for growth

  • We estimate Altria’s Valuation to be around $52 per share, which is 16% above the current market price of $45.
  • At its current levels, MO stock is trading at a little under 9x forward EPS estimate of $5.11 in 2023, compared to the last three-year average of about 10x, implying that it has some room for growth.
  • If the company reports upbeat Q4 results and provides a 2023 outlook better than the street estimates, the P/E multiple will likely be revised upward, resulting in higher levels for MO stock.

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While MO stock looks like it has some room for growth, it is helpful to see how Altria’s Peers fare on metrics that matter. You will find other valuable comparisons for companies across industries at Peer Comparisons.

Furthermore, the Covid-19 crisis has created many pricing discontinuities, which can offer attractive trading opportunities. For example, you’ll be surprised at how counter-intuitive the stock valuation is for Ecolab vs. Philip Morris.

What if you’re looking for a more balanced portfolio instead? Our high-quality portfolio and multi-strategy portfolio have beaten the market consistently since the end of 2016.

Invest with Trefis Market-Beating Portfolios

See all Trefis Price Estimates

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