FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

INTERNATIONAL PETROLEUM 

PRODUCTS AND ADDITIVES 

COMPANY, INC., Judgment Creditor, 

Plaintiff-Appellee, 

 v. 

BLACK GOLD S.A.R.L., Judgment 

Debtor; LORENZO NAPOLEONI, 

Shareholder; SOFIA NAPOLEONI, 

Shareholder, 

Defendants-Appellants.

No. 22-15109 

D.C. No.

4:19-cv-03004-

YGR 

OPINION

INTERNATIONAL PETROLEUM 

PRODUCTS AND ADDITIVES 

COMPANY, INC., Judgment Creditor, 

Plaintiff-Appellee, 

 v. 

BLACK GOLD S.A.R.L., Judgment 

Debtor, 

No. 22-16341 

D.C. No.

4:19-cv-03004-

YGR 
2 INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L.

Defendant, 

and 

LORENZO NAPOLEONI, 

Shareholder; SOFIA NAPOLEONI, 

Shareholder, 

Defendants-Appellants.

Appeal from the United States District Court

for the Northern District of California

Yvonne Gonzalez Rogers, District Judge, Presiding

Argued and Submitted February 12, 2024

San Francisco, California

Filed September 16, 2024

Before: Carlos T. Bea, David F. Hamilton,*and Morgan 

Christen, Circuit Judges.

Opinion by Judge Bea

* The Honorable David F. Hamilton, United States Circuit Judge for the 

U.S. Court of Appeals for the Seventh Circuit, sitting by designation.
INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L. 3

SUMMARY**

Bankruptcy

The panel affirmed the district court’s judgment and 

award of attorneys’ fees and costs in favor of judgment 

creditor International Petroleum Products and Additives Co., 

confirming and enforcing IPAC’s arbitration award against 

Black Gold, S.A.R.L., a foreign company, and against 

Lorenzo and Sofia Napoleoni as owners and alter egos of 

Black Gold. 

After the district court entered judgment confirming the 

arbitration award against Black Gold, and IPAC sought 

discovery of Black Gold’s assets, Black Gold petitioned the 

bankruptcy court for recognition of its Monaco bankruptcy 

proceedings. The bankruptcy court denied this petition on 

March 15, 2021. Black Gold appealed to the Bankruptcy 

Appellate Panel, and the bankruptcy court lifted a 

provisional stay it had imposed while it considered Black 

Gold’s petition. This allowed IPAC to continue its collection 

efforts in the district court action. As a sanction for Black 

Gold’s discovery misconduct, the district court inferred the 

necessary facts and granted IPAC’s motion to add the 

Napoleonis as judgment debtors on the theory that they were 

Black Gold’s alter egos. 

Black Gold and the Napoleonis appealed to this court, 

and while the appeal was pending the Bankruptcy Appellate 

Panel reversed the bankruptcy court’s order denying Black 

Gold’s petition for recognition of the Monaco proceedings 

** This summary constitutes no part of the opinion of the court. It has 

been prepared by court staff for the convenience of the reader.
4 INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L.

and held that the petition must be granted. When such a 

petition is granted, any action against the debtor corporation, 

or against any of its property located in the United States, is 

automatically stayed under 11 U.S.C. § 1520. This court 

stayed the appeal as to Black Gold, the debtor in the Monaco 

proceedings. This court denied the Napoleonis’ motion to 

remand for the district court to reconsider its final judgment 

but allowed the Napoleonis to renew the motion provided 

that they raise their argument that the automatic stay 

extended to IPAC’s alter ego claim before the district court 

in the first instance as a motion for relief from judgment 

under Fed. R. Civ. P. 60(b). The Napoleonis instead reprised 

this argument in their opposition to IPAC’s motion for 

attorneys’ fees. The district court granted IPAC’s motion 

and ordered the Napoleonis to pay IPAC’s attorneys’ fees 

and costs, in addition to IPAC’s $1 million arbitration award. 

There was no dispute that the automatic bankruptcy stay 

applied to IPAC’s enforcement of its judgment award 

against Black Gold in the district court. The panel held that 

the Bankruptcy Appellate Panel’s order reversing the 

bankruptcy court’s March 15, 2021, denial of Black’s Gold’s 

petition for recognition of the Monaco proceedings did not 

result in the retroactive trigger of the automatic stay as of 

March 15, 2021. The panel concluded that the Napoleonis’ 

argument that it should use its equitable powers as a 

workaround to the clear language of § 1520 was foreclosed 

because the Napoleonis failed to move for a stay of the 

bankruptcy court’s denial of Black Gold’s petition pending 

Black Gold’s appeal to the Bankruptcy Appellate Panel. 

The panel also held that the automatic stay, once 

triggered, did not encompass IPAC’s alter ego claim against 

the Napoleonis. Applying California law, the panel rejected 

the argument that IPAC’s alter ego claim was the property 
INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L. 5

of Black Gold’s estate that only Black Gold’s trustee, not 

IPAC, could pursue. 

The panel addressed the Napoleonis’ remaining 

arguments for reversal in a concurrently-filed memorandum 

disposition.

COUNSEL

Patrick Burns (argued), Anthony J. Dutra, Shandyn H. 

Pierce, and Gary A. Watt, Hanson Bridgett LLP, San 

Francisco, California; Adam W. Hofmann, Hanson Bridgett 

LLP, San Francisco, California; for Defendants-Appellants.

Vinay V. Joshi (argued) and Andrew T. Oliver, Amin 

Turocy & Watson LLP, San Jose, California, for PlaintiffAppellee.

OPINION

BEA, Circuit Judge:

Foreign companies which declare bankruptcy in their 

home countries have the option of filing a petition in United

States bankruptcy court that seeks “recognition” of those 

foreign bankruptcy proceedings. If the petition is granted, 

any action against the foreign debtor corporation—or against 

any of its property located within the United States—is 

automatically stayed under 11 U.S.C. § 1520 of the 

Bankruptcy Code. In this case we confront two questions 

regarding that statutory provision. 
6 INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L.

The first question concerns timing: Does an order that 

denies a petition for recognition retroactively trigger Section 

1520’s automatic bankruptcy stay to the date when the 

petition for recognition was denied if the denial order is later 

reversed by a higher court? The second question concerns 

scope: Does the automatic stay, once triggered, encompass a

creditor’s garden-variety alter ego claim against the foreign 

debtor’s sole owners? Because our answer to both questions 

is “No,” we affirm the district court’s judgment below. 

I

A

Plaintiff-Appellee International Petroleum Products and 

Additives Company (IPAC), a California-based company, 

develops petroleum-based lubricant products that help 

protect engines, transmissions, and other types of 

mechanical equipment from erosion and wear. In 2016, the 

company entered into two agreements—a sales agreement 

and a distribution agreement—with Black Gold S.A.R.L., a 

limited liability company headquartered in the Principality 

of Monaco. The terms of the sales agreement obligated 

Black Gold to act as IPAC’s sales representative as to a 

predetermined schedule of customers in return for a 3.5% 

commission on the dollar value of any sales Black Gold

made. Under the distribution agreement, Black Gold itself 

purchased IPAC’s products and sold them at a markup to a 

different schedule of customers. 

As with most contracts of this sort, the distribution and 

sales agreements gave Black Gold access to a host of 

sensitive IPAC business information—customer lists, 

pricing methods, the volume of products shipped or sold, 

research and development, and the like. Naturally then, the 

agreements contained non-disclosure and non-compete 
INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L. 7

provisions. Neither Black Gold nor any of its officers, 

agents, or employees, for example, could disclose IPAC’s 

sensitive information to any third parties while the 

agreements were in effect and for a period of five years 

thereafter. Black Gold also promised not to develop any 

products that competed with IPAC’s products while the 

agreements were in place. And Black Gold agreed to return 

all of IPAC’s property and business records to IPAC once 

the agreements terminated. 

Black Gold did not live up to any of these contractual 

obligations. But IPAC learned of Black Gold’s breaches 

only after the two parties mutually terminated the 

distribution and sales agreements in 2018. While the

agreements were still in effect, Lorenzo Napoleoni, Black 

Gold’s CEO and 50% shareholder, held meetings 

undisclosed to IPAC with two of IPAC’s chemists—Mr. 

Plitt and Dr. Crow—about the prospect of forming a 

company that would compete with IPAC in the petroleum 

additives market.1 To his credit, Dr. Crow backed out of the 

talks after expressing “concern[s] about how . . . they 

[could] proceed in such a new business without using IPAC 

Confidential Information.” In 2017, Mr. Plitt left IPAC to 

join Mr. Napoleoni on this new venture, but only after he 

surreptitiously emailed himself a confidential passwordprotected Excel spreadsheet “detailing the identity, vendor, 

price, and relative composition for each component in each 

of IPAC’s products,” as well as “large amounts of other 

IPAC Confidential Information relating to IPAC sales and 

pricing.”

1 Mr. Napoleoni’s wife, Sofia Napoleoni, owns the other 50% of Black 

Gold. 
8 INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L.

Later in 2017, while the sales and distribution 

agreements were still in effect, Mr. Napoleoni and Mr. Plitt 

founded PXL Chemicals BV, a Netherlands-based company. 

“[D]espite . . . having no test facilities, no formulation 

capability, no blending or other technical expertise, and no 

chemists,” PXL was selling lubricant products in 

competition with IPAC “[l]ess than five months after

PXL . . . was founded.” According to IPAC’s expert, PXL’s 

products were “so strikingly similar to IPAC[’s] products” 

that “they c[ould] be called knock-off[s].” In fact, that was 

exactly what PXL “t[old] its customers.” Most revealing of 

all, when asked during the arbitration how PXL could sell 

lubricant products “in such a short time” and “with such 

similarity” to IPAC’s products without using IPAC’s 

confidential product information, Mr. Napoleoni admitted 

that the explanation was as simple as it seemed, he “had

[IPAC’s information] available, and yeah. That’s it.” 

PXL’s entry into the market caused IPAC “a steep dropoff of business.” IPAC’s “steady” flow of revenue in 2016 

started to decline in 2017—the year PXL was founded—and 

then “fell precipitously . . . to zero” in the latter part of 2018. 

Reeling from these losses, IPAC filed an arbitration demand 

against Black Gold, as the sales and distribution agreements 

provided.

2

IPAC’s demand asserted, among other claims, 

breach of the sales and distribution agreements, tortious 

interference, and trade secret misappropriation. After a 

three-day hearing in San Francisco, the arbitrator found in 

IPAC’s favor on all claims and issued IPAC an award in 

2

IPAC had also named the Napoleonis in its arbitration demand, but the 

arbitrator dismissed them as respondents because they were not parties 

to the sales and distribution agreements. 
INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L. 9

excess of $1 million—the sum total of IPAC’s damages, 

administrative costs, and attorneys’ fees. 

B

Winning in arbitration was only part of the battle for 

IPAC. There was still the matter of collecting its $1 million 

arbitration award from Black Gold, and that would prove far

more difficult for IPAC than winning on the merits of its 

claims.

IPAC’s collection efforts started out smoothly enough. 

After the arbitrator handed down his award, IPAC filed an 

action in the Northern District of California that same month.

The action petitioned for confirmation and enforcement of 

IPAC’s $1 million arbitration award under the Federal 

Arbitration Act, 9 U.S.C. § 9, as well as entry of judgment 

of the award against Black Gold as the sole judgment debtor, 

all of which the district court granted in full. With its 

arbitration award confirmed, and judgment against Black 

Gold entered, IPAC’s action transitioned to the postjudgment, asset discovery phase. In an effort to uncover 

potential assets of Black Gold that could satisfy its judgment, 

IPAC served Black Gold 11 interrogatories,32 requests for 

admission, and 30 requests for production. 

Black Gold “completely stonewalled” IPAC’s discovery 

efforts. Instead of providing substantive answers to IPAC’s 

discovery requests, Black Gold refused to produce a single 

document and instead lodged baseless objections disputing, 

for example, the meaning of words such as “you” and “hold 

assets” as vague and ambiguous. Even when the magistrate 

judge, on IPAC’s motion to compel, found “all of Black 

Gold’s objections” “wholly meritless,” and ordered Black 

Gold to respond to IPAC’s discovery requests within 50

days, Black Gold still did not meaningfully comply. It 
10 INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L.

produced fewer than 100 documents by the court-ordered 

deadline and “for nearly 10 months” it “simply ignored th[e] 

court’s order” to answer IPAC’s 11 interrogatories.

IPAC also noticed depositions for the Napoleonis, but 

that also faced delay. Ten days before those depositions were 

to take place, Black Gold declared bankruptcy in Monaco

where it was headquartered. Black Gold’s trustee in the 

Monegasque proceedings then petitioned the Northern 

District of California’s bankruptcy court for “recognition” of

the Monaco proceedings under Chapter 15 of the United 

States Bankruptcy Code. The bankruptcy court provisionally

stayed all ongoing actions against Black Gold—including

IPAC’s enforcement of its judgment award—“[p]ending 

disposition of [Black Gold’s Chapter 15] Petition.” The 

provisional stay therefore paused the Napoleonis’ 

depositions. More importantly, however, Black Gold’s 

Chapter 15 petition threatened to delay IPAC’s enforcementof-judgment action indefinitely. If Black Gold’s petition

were granted, and the Monaco proceedings were 

“recogni[zed],” then IPAC’s enforcement action against 

Black Gold would be automatically stayed under Chapter 15 

until the Monaco proceedings terminated. See 11 U.S.C. 

§ 1520(a)(1).

The bankruptcy court, however, denied Black Gold’s 

Chapter 15 petition in an order dated March 15, 2021—a 

date to keep an eye on. Order, In re Black Gold S.A.R.L., No. 

20-bk-41815, ECF No. 72 (Bankr. N.D. Cal. Mar. 15, 2021).

In the court’s view, Black Gold’s petition was a “sham” 

designed to “preclude IPAC from recovering on its 

[arbitration] judgment” in the separate enforcement action in 

the Northern District of California. Among the most obvious 

signs that Black Gold filed its petition in bad faith was the 

fact that Black Gold fixed the date of its own insolvency in 
INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L. 11

the Monaco proceedings as the day before IPAC won its 

$1 million award in arbitration, a move “clearly aimed [to] 

thwart[] the legitimate [collection] efforts of IPAC, the only 

significant creditor Black Gold ha[d].” 

Black Gold timely appealed the bankruptcy court’s order

to this Circuit’s Bankruptcy Appellate Panel (BAP). 

Because neither Black Gold nor the Napoleonis moved the 

bankruptcy court to stay its denial of Black Gold’s Chapter 

15 petition pending that order’s appeal to the BAP, the 

bankruptcy court lifted the provisional stay that it previously 

imposed while it considered Black Gold’s petition. This

allowed IPAC to continue its collection efforts in the district 

court action. 

With its action to enforce its judgment resumed, IPAC 

then moved the district court to add Mr. Napoleoni and his 

wife, Sofia Napoleoni, as judgment debtors on the theory 

that they were Black Gold’s alter ego. By then, IPAC’s 

action to enforce its judgment award against Black Gold was 

more than two years old. Yet Black Gold’s discovery 

misconduct throughout that period had made it next to 

impossible for IPAC to gather the facts necessary to prove 

its alter ego theory. IPAC thus separately moved the district 

court to infer those facts as a form of sanctions for Black 

Gold’s discovery misconduct. See Fed. R. Civ. P. 37(b).

The district court granted both of IPAC’s motions. The 

court first agreed with IPAC that “Black Gold’s repeated 

failure to comply with previous court [discovery] orders” 

warranted adverse inferences under Rule 37(b). The court 

then, pursuant to Rule 37(b), adopted the following 

“designated” facts as true: that Mr. Napoleoni, as Black 

Gold’s 50% shareholder and sole officer, “diverted” Black 

Gold’s “funds” and “business” “to undercapitalize Black 
12 INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L.

Gold . . . to avoid paying [IPAC’s] judgment” and that he 

“continu[es] to profit from the illicit use of IPAC’s trade 

secrets by making and selling” knockoff petroleum additive 

products. Lastly, while the parties disputed whether 

California’s or Monaco’s test for alter ego liability applied, 

the district court saw this as a “non-issue” because both 

jurisdiction’s alter ego tests were substantively the same. 

With that, the district court concluded, based on the above 

adverse inferences, that the Napoleonis were Black Gold’s 

alter ego under both California and Monaco law. 

The district court then amended its final judgment to add 

the Napoleonis as judgment-debtors to IPAC’s $1 million 

arbitration award, and Appellants timely appealed. 

C

While that appeal was pending, the BAP reversed the 

bankruptcy court’s order that had denied Black Gold’s 

Chapter 15 petition for recognition of the Monaco 

proceedings. In re Black Gold S.A.R.L., 635 B.R. 517 (9th 

Cir. BAP 2022). Although the BAP agreed with the 

bankruptcy court that Black Gold’s insolvency proceedings 

in Monaco were a sham, in the BAP’s view, that was a 

legally insufficient basis to deny Black Gold’s Chapter 15 

petition. 

As the BAP read Chapter 15, there was little room for a 

bankruptcy court to exercise its discretion and deny a 

petition for recognition. So long as the face of the petition

satisfied certain threshold pleading requirements (all of 

which Black Gold’s petition met here), “recognition was 

mandatory” unless it was “manifestly contrary to U.S. public 

policy.” Id. at 528. This “public policy” exception, the BAP 

explained, was a narrow exception to begin with, and did not 

depend solely on whether the foreign debtor had acted in bad 
INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L. 13

faith. See id. at 529–32. Thus, while Black Gold’s 

insolvency proceedings in Monaco “were clearly designed 

to thwart the collection efforts” of IPAC, its “largest 

creditor,” that alone “[wa]s not a proper basis” for the 

bankruptcy court to deny Black Gold’s petition. Id. at 531.

Rather than remand for the bankruptcy court to decide 

whether the public policy exception applied, the BAP did the 

analysis itself and held that it did not. See id. 

Because IPAC did not appeal the BAP’s decision in In 

re Black Gold, the decision became final. And because the 

BAP’s decision was a flat reversal of the bankruptcy court’s 

denial of Black Gold’s Chapter 15 petition for “recognition” 

of the Monaco proceedings, it was, in effect, a grant of Black 

Gold’s petition that triggered the automatic bankruptcy stay.

For that reason, we stayed Appellants’ appeal of the district 

court’s final judgment but “for Black Gold . . . only,” 

because the Napoleonis were not debtors in the Monaco

insolvency proceedings. See Order, IPAC v. Black Gold, No. 

22-15109, Dkt. Entry No. 15 (June 22, 2022).

The Napoleonis subsequently moved this Court to 

remand this case back to the district court so that it could 

reconsider its final judgment in light of the BAP’s decision 

in In re Black Gold. They argued, much as they do now, that 

IPAC’s alter ego claim against them was subject to the 

automatic bankruptcy stay because the claim was the 

“property” of Black Gold’s estate that only Black Gold’s 

trustee could assert. Thus, the argument went, IPAC had no 

authority to assert the alter ego claim against the Napoleonis, 

and the district court’s final judgment was void to the extent 

it granted IPAC relief against the Napoleonis on an alter ego 

theory. 
14 INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L.

We denied the Napoleonis’ motion to remand but 

allowed them to renew it, provided they raised their 

argument that the automatic stay extended to IPAC’s alter 

ego claim before the district court in the first instance as a 

motion for relief from judgment under Federal Rule of Civil 

Procedure 60(b). Id. (permitting a district court, on a motion, 

to “relieve a party . . . from a final judgment” on the ground 

the judgment “is void”); Dkt. Entry No. 36 (Oct. 19, 2022).

The Napoleonis, however, failed to move the district court 

for relief under Rule 60(b). They instead reprised their 

theory that IPAC’s alter ego claim was subject to the 

automatic bankruptcy stay in their opposition to IPAC’s 

motion requesting that the Napoleonis pay its attorneys’ fees

that IPAC had filed shortly after the district court amended 

its final judgment to include the Napoleonis as judgment 

debtors. The district court rejected the Napoleonis’ 

argument, granted IPAC’s motion, and ordered the 

Napoleonis to pay IPAC upwards of $146,000 in attorneys’ 

fees and costs—in addition to IPAC’s $1 million judgment 

award. The Napoleonis timely appealed to us. 

II

We have jurisdiction under 28 U.S.C. § 1291 to review 

both the district court’s final judgment holding the 

Napoleonis personally liable for IPAC’s $1 million 

arbitration award and the district court’s order granting 

IPAC’s motion for attorneys’ fees and costs. Whether the 

judgment or order of a district court is void for violating the 

automatic bankruptcy stay is reviewed de novo. See In re 

Mwangi, 764 F.3d 1168, 1173 (9th Cir. 2014).

III

The automatic bankruptcy stay is well familiar and needs 

only a brief introduction. “[D]esigned to provide breathing 
INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L. 15

space to the [bankrupt] debtor, . . . [and] assure that all claims 

against [him] will be brought in the sole forum of the 

bankruptcy court,” Section 362 of the Bankruptcy Code 

provides that a debtor’s filing of a bankruptcy petition in the 

United States operates as a self-executing stay that halts 

“almost any type of formal or informal action against the 

debtor or property of the [debtor’s] estate.” Burton v. Infinity

Cap. Mgmt., 862 F.3d 740, 746–47 (9th Cir. 2017) (citation 

omitted). It is “one of the most important protections in 

bankruptcy law” for domestic entities that file for 

bankruptcy in the United States. Porter v. Nabors Drilling 

USA, L.P., 854 F.3d 1057, 1061 (9th Cir. 2017) (citation 

omitted).

In 2005, Congress added Chapter 15 to the Bankruptcy 

Code, which extended the protections of the automatic 

bankruptcy stay to foreign entities that declare insolvency in 

their home countries. See 11 U.S.C. § 1520(a)(1). For a 

foreign debtor to invoke the protection of automatic 

bankruptcy stay, he must first file a petition for “recognition” 

of the foreign bankruptcy proceedings. Id. § 1515. Unlike in 

the domestic bankruptcy context, however, the mere filing 

of the petition does not itself trigger the automatic stay. Only 

“[u]pon” the “entry of an order granting recognition” of the 

foreign bankruptcy proceedings does the automatic stay 

come into effect. Id. §§ 1520(a), 1502(7) (defining 

“recognition”). But, once triggered, the stay’s protections 

apply in full force “with respect to” the “debtor” who is “the 

subject of [the] foreign [bankruptcy] proceeding,” id.

§ 1502(1), and any of the debtor’s “property” that is “within 

the territorial jurisdiction of the United States,” id.

§ 1520(a)(1).

Everyone agrees that the automatic bankruptcy stay 

applies to IPAC’s enforcement of its judgment award against 
16 INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L.

Black Gold in the district court below. The BAP settled that 

question when it reversed the bankruptcy court’s order 

denying Black Gold’s petition for recognition of the Monaco 

proceedings. The dispute, rather, is over timing and scope: 

When did the automatic stay begin and what or whom else

does it protect (other than Black Gold)? 

On the question of timing, the Napoleonis argue that the 

stay took effect on the date that the bankruptcy court denied 

Black Gold’s petition for recognition of the Monaco 

proceedings—March 15, 2021—because the BAP reversed 

that order in In re Black Gold. The Napoleonis, in other 

words, urge us to give the BAP’s reversal retroactive effect, 

even though their “[r]esearch has not revealed a case . . . []in 

this circuit” where we have ever done that. 

March 15, 2021, matters greatly to the Napoleonis. If it

marks the date when the automatic bankruptcy stay took 

effect, any court action or decision between then and now in 

IPAC’s enforcement-of-judgment action against Black Gold 

would be void. See Burton, 862 F.3d at 747. That would 

include the district court’s December 2021 order that

sanctioned Black Gold for its discovery misconduct and 

granted IPAC’s motion to add the Napoleonis as judgment 

debtors on the ground that they were Black Gold’s alter ego. 

Recall, as punishment for Black Gold’s discovery abuses, 

the December 2021 order drew adverse factual inferences 

against Black Gold, which then served as the factual 

predicates for the district court’s finding that the Napoleonis 

were Black Gold’s alter ego. The Napoleonis argue that it

violated the stay for the district court to draw those 

inferences against Black Gold in the first place, and that the 

district court’s alter ego determination is therefore void as 

well because it rested on factual findings that the district 

court had no authority to make. 
INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L. 17

As for the separate issue of scope, the Napoleonis raise 

two arguments. They first contend that IPAC’s alter ego 

claim—the linchpin holding together IPAC’s enforcementof-judgment action against the Napoleonis—is subject to the 

automatic bankruptcy stay because it is the “property” of 

Black Gold’s bankruptcy estate that only Black Gold’s 

trustee may assert. If that argument does not persuade, the 

Napoleonis argue that this case presents the “perfect 

opportunity” for us to recognize, as an exception to the 

general rule, that a non-debtor is the “debtor” for the 

purposes of the automatic bankruptcy stay under Chapter 15 

if he is found to be the alter ego of the foreign bankrupt 

company. If we accept either argument, the Napoleonis 

argue, then we should hold that IPAC’s enforcement-ofjudgment action against the Napoleonis can proceed no 

further, and we must, at the very least, vacate the district 

court’s final judgment that held the Napoleonis liable for 

IPAC’s judgment along with the court’s subsequent award 

of attorneys’ fees against the Napoleonis. 

We address each of the Napoleonis’ arguments in turn.3

A

It is a matter of first impression whether the reversal of a 

bankruptcy court order that denies a Chapter 15 petition for 

recognition of a foreign insolvency proceeding retroactively 

triggers the automatic bankruptcy stay under Section 1520. 

But the answer is as straightforward as the question is novel. 

As explained below, the bankruptcy court’s March 15, 2021, 

order, which denied Black Gold’s Chapter 15 petition for 

3 The Napoleonis’ remaining arguments for reversal do not warrant

publication. We dispose of them in a memorandum disposition filed 

concurrently with this opinion.
18 INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L.

recognition, did not trigger the automatic stay under 

Section 1520’s plain language. Only when a petition for 

“recognition” is “grant[ed]” does the automatic stay begin. 

See 11 U.S.C. § 1502(7). And while the BAP’s decision in 

In re Black Gold unequivocally reversed the bankruptcy 

court’s denial order, the circumstances here hardly “warrant 

the drastic remedy” of giving the BAP’s reversal retroactive 

effect. See In re Lomagno, 429 F.3d 16, 18 (1st Cir. 2005).

As noted, Section 1520’s plain text provides only that the 

automatic bankruptcy stay begins once the foreign 

proceeding is “recogni[zed],” id. § 1520(a), an event that 

Congress defined as simply “the entry of an order granting

recognition,” id. § 1502(7) (emphasis added). To state the 

obvious, orders that deny and orders that grant are not one 

and the same. Had Congress meant for “recognition” to also 

include the “entry of a[] [later reversed] order [denying] 

recognition,” “it could have easily” defined “recognition” 

that way, Connell v. Lima Corp., 988 F.3d 1089, 1099 (9th 

Cir. 2021). That “Congress did not write the statute” so 

broadly is “strong affirmative evidence” of our 

interpretation. Id. at 1099, 1108 (quoting United States v. 

Naftalin, 441 U.S. 768, 773 (1979)). Because our “function 

[is] to apply statutes on the basis of what Congress has 

written, not what Congress might have written,” United 

States v. Great N. Ry. Co., 343 U.S. 562, 575 (1952), we 

conclude that only an order “granting” a petition for 

recognition triggers the automatic bankruptcy stay under a 

plain-text reading of Section 1520. 

The Napoleonis ask us to use our equitable powers as a 

workaround to Section 1520’s clear language. Their 

argument is simple: Because the BAP’s decision in In re 

Black Gold reversed the bankruptcy court’s March 15, 2021 

order denying Black Gold’s Chapter 15 petition, we should 
INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L. 19

hold that the automatic stay retroactively went into effect “as 

of th[at] date” because that is when the bankruptcy court 

“should have granted” Black Gold’s petition. A contrary 

ruling would “punish [the Napoleonis] simply because the 

[bankruptcy] court committed reversible error.” 

The Napoleonis’ argument is foreclosed because they 

failed to move for a stay of the bankruptcy court’s denial of 

Black Gold’s Chapter 15 petition pending Black Gold’s 

appeal to the BAP. Federal Rule of Bankruptcy Procedure 

8007 allows “[a] party that disagrees with an order of a 

bankruptcy judge . . . [to] move to stay the order before that 

bankruptcy judge” or before the BAP “during the pendency 

of an appeal of the order.” In re Mortgs. Ltd., 771 F.3d 1211, 

1215 (9th Cir. 2014) (citing pre-2014 version of the rule). 

Moving under Rule 8007 to stay an “objectionable order” 

that is pending review on appeal, we have explained, is less 

of a right and more of an “obligation” because a stay 

pursuant to Rule 8007 “protect[s] the rights of all parties in 

interest,” not just the party who lost below. Id. at 1215, 1216 

(emphasis added) (citation omitted). For the losing party, a 

stay under Rule 8007 of an order pending appeal ensures 

“that the estate and the status quo [will] be preserved” in the 

event that the order is later reversed. Id. at 1215 (quoting In 

re Chateaugay Corp., 988 F.2d 322, 326 (2d Cir. 1993)). But 

just as important, for the prevailing party Rule 8007 allows 

the BAP or the bankruptcy court to “condition . . . the stay 

on [the] payment of a . . . bond or other security,” which 

guarantees that the prevailing party will collect on its 

judgment if the order is ultimately affirmed. Id.; see Fed. R. 

Bankr. P. 8007(a)(1)(B), (c). “Our requirement that a party 

seek a stay of a bankruptcy court order with which it 

disagrees before appeal is [thus] grounded in important 
20 INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L.

principles of equity” that balance the interests of all parties. 

In re Mortgs. Ltd., 771 F.3d at 1216.

Were we to excuse a losing party’s failure to seek a stay 

of a bankruptcy court’s order simply because that order is 

later reversed on appeal, then moving for relief under Rule 

8007 would no longer be “obligatory.” See id. at 1215

(quoting In re Roberts Farms, Inc., 652 F.2d 793, 798 (9th 

Cir. 1981)). The party that lost below and appealed would 

already enjoy the protection that comes with a stay under 

Rule 8007 without any of the attendant burdens. He would 

benefit from the knowledge that—no matter what happened 

in the proceedings below during the pendency of his 

appeal—this Court would retroactively restore the status quo 

if he ultimately prevailed in front of a higher court. And if 

he lost on appeal, then at least he did not have to post a bond 

as a condition for obtaining a stay, as Rule 8007 

contemplates. 

The “inequitable results” that would follow from such an 

exception are no less difficult to imagine. See id at 1216.

Without the benefit of a “bond or other security” that 

normally accompanies a Rule 8007 stay, there would be 

nothing to “protect[] the prevailing p[arty] from the risk of a 

later uncollectible judgment,” N.L.R.B. v. Westphal, 859 

F.2d 818, 819 (9th Cir. 1988) (per curiam). Especially in 

cases where “the chances of success” on appeal are “dim,” 

the losing party would have every incentive to squander or 

conceal assets while his appeal remained pending. See In re 

Mortgs. Ltd. 771 F.3d at 1216 (citation omitted).

The Napoleonis, to be sure, attempt to explain their 

failure to move for a stay under Rule 8007, but their only 

excuse as to why they did not exercise this option is far from 

adequate. They argue that it would have been procedurally 
INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L. 21

impossible for them to move for a stay under Rule 8007 

because they were not parties to Black Gold’s Chapter 15 

proceedings when the bankruptcy court ruled on Black 

Gold’s petition. But the Napoleonis could have remedied 

this through a motion to intervene in Black Gold’s Chapter 

15 proceedings under Federal Rule of Bankruptcy Procedure 

2018(a), which allows a bankruptcy court, on a motion and 

after a hearing, to “permit any interested entity” to join a 

bankruptcy proceeding “generally or with respect to any 

specified matter.” So while the Napoleonis were not parties 

to Black Gold’s Chapter 15 proceedings, they likely could 

have become parties had they only asked the bankruptcy 

court below.4

In future cases, an interested party who finds itself in the 

Napoleonis’ position would do well to act “diligently” to 

intervene and stay an objectionable denial of a Chapter 15 

petition that is pending appeal. See In re Lomagno, 429 F.3d 

at 18 (declining to restore “retroactively” the automatic

bankruptcy stay, which terminated after the bankruptcy court 

erroneously dismissed a Chapter 13 petition, because the 

party failed to move promptly for a stay of the dismissal

4 The Napoleonis had every reason to move to intervene in Black Gold’s 

Chapter 15 proceedings under Rule 2018(a) and seek a stay of the 

bankruptcy court’s denial of Black Gold’s Chapter 15 proceedings under 

Rule 8007. As explained below, a stay of the bankruptcy court’s denial 

order would have kept IPAC’s separate enforcement-of-judgment action 

in district court on pause—at least until the BAP resolved the bankruptcy 

court’s denial of Black Gold’s Chapter 15 petition. That would have 

prevented IPAC from moving to add the Napoleonis as judgment debtors 

on an alter ego theory in the district court proceedings below. Important 

here, the Napoleonis were on notice that IPAC would likely attempt this 

procedural maneuver. Recall that IPAC had previously tried (but failed) 

to hold the Napoleonis personally liable for Black Gold’s $1 million 

judgment in the arbitration proceedings. Supra note 2. 
22 INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L.

order); see also In re Lashley, 825 F.2d 362, 364 (11th Cir. 

1987) (holding that “a debtor[’s] [failure to] obtain a stay 

pending appeal of a bankruptcy court[’s] . . . order” 

dismissing a Chapter 13 petition “renders moot any appeal” 

of subsequent acts that allegedly violate the automatic stay). 

Had the Napoleonis done so here, the alleged errors that 

they complain of below in IPAC’s enforcement-of-judgment 

action (all of which occurred after the bankruptcy court’s 

denial of Black Gold’s petition for recognition) likely never 

would have taken place. IPAC’s action would have remained

on pause until the BAP reversed the bankruptcy court’s 

erroneous decision—because recall that the bankruptcy 

court provisionally stayed IPAC’s action until Black Gold’s 

Chapter 15 petition was definitively resolved. After that 

time, the automatic bankruptcy stay would have then taken 

effect and would have remained in place until Black Gold’s 

insolvency proceedings in Monaco concluded. There would 

have been no opportunity for the district court below to draw 

adverse inferences against Black Gold for its discovery 

misconduct, and thus no basis to add the Napoleonis as 

judgment debtors or to order them to pay IPAC’s attorneys’ 

fees. As a result of their failure to intervene and seek a stay, 

the Napoleonis “permit[ted] [these] developments to 

proceed” through their “own inaction.” In re Mortgs. Ltd., 

771 F.3d at 1217 (first alteration in original) (quoting In re 

Thorpe Insulation Co., 677 F.3d 869, 881 (9th Cir. 2012)).

* * *

The bankruptcy court’s denial of Black Gold’s Chapter 

15 petition was not an order “granting” recognition of the 

Monaco proceedings necessary to trigger the automatic 

bankruptcy stay. And even if it fell within our equitable 

powers to backdate retroactively the BAP’s reversal of the 
INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L. 23

bankruptcy court’s denial order in In re Black Gold—a 

question we need not answer today—we would not exercise 

it here where the interested party failed to move for a stay of 

the bankruptcy court’s erroneous denial. The events that 

transpired in IPAC’s enforcement action in the district court 

are thus not void for violating any automatic stay. We turn 

now to the second point of contention in this case.

B

The Napoleonis next argue that IPAC’s alter ego claim 

belongs to Black Gold’s trustee, not IPAC, because it is a 

“general” alter ego claim that alleges harm against Black 

Gold’s creditors as a group, not IPAC as an individual 

creditor. The Napoleonis therefore ask us to hold that, for the 

purposes of the automatic bankruptcy stay currently in 

effect, IPAC’s alter ego claim is the “property” of Black 

Gold’s estate that only Black Gold’s trustee may pursue.

“[S]tate law determines whether a claim belongs to the 

trustee or to the creditor.” Ahcom, Ltd. v. Smeding, 623 F.3d 

1248, 1250 (9th Cir. 2010). That, in turn, invites another 

question in need of an answer: What state law governs 

whether IPAC’s alter ego claim belongs to IPAC or Black 

Gold’s trustee?

The Napoleonis do not address this choice-of-law issue, 

while IPAC observes only that Black Gold’s bankruptcy 

proceedings are in Monaco, which “logically suggests” that 

Monegasque law determines whether its alter ego claim 

belongs to Black Gold’s trustee. But neither Black Gold nor 

the Napoleonis offered “any such Monegasque law” on that 

question in the proceedings below, IPAC continues, even 

though Federal Rule of Civil Procedure 44.1 would have 

required them to. Fed. R. Civ. P. 44.1 (“A party who intends 

to raise an issue about a foreign country’s law must give 
24 INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L.

notice by a pleading or other writing.”). For that oversight, 

IPAC asks us to treat Appellants’ failure to give Rule 44.1 

notice as “a dispositive point in [IPAC’s] favor.” 

While not in the sense that IPAC may mean, Appellants’

failure to give Rule 44.1 notice is “dispositive” insofar as it 

resolves the choice-of-law issue just discussed. “The 

appropriate reading . . . of Rule 44.1” is that a party forfeits 

“the right to rely on foreign law if [he does not] supply the 

information needed to determine it.” G & G Prods. LLC v. 

Rusic, 902 F.3d 940, 949 (9th Cir. 2018) (citation omitted). 

He therefore “acquiesce[s] [to] the application of the law of 

the forum.” Id. at 950 (quoting Interpool Ltd. v. Char Yigh 

Marine (Pan.) S.A., 890 F.2d 1453, 1458 (9th Cir. 1989)). 

Because Appellants did not give Rule 44.1 notice to the 

district court below that an alter ego claim against a debtor 

corporation’s sole owners is the exclusive “property” of the 

corporate debtor’s bankruptcy trustee under Monagasque 

law, Appellants forfeited any such argument here. See id.

That leaves California, the forum state, as the 

“presumptively controlling” source of law on that question. 

Id. at 949 (citation omitted).

We have already answered the question as to who owns 

an alter ego claim under California law in Ahcom—a case

that, on the facts, is a near spitten image of this one. After 

winning in arbitration against Nuttery Farms, Inc. for its 

failure to deliver on some contracted-for almonds, Ahcom 

sued in state court to collect its award, and the action was 

removed to the Northern District of California. 623 F.3d at 

1249. But rather than seek recovery from Nuttery Farms—

which declared bankruptcy shortly after losing in 

arbitration—Ahcom named Nuttery Farms’ joint owners, the 

Smedings, as the sole judgment-debtors in the enforcement 

action. Id. While Ahcom’s complaint asserted the 
INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L. 25

“substantive claim[]” that Nuttery Farms breached its 

contract with Ahcom, the complaint alleged that the 

Smedings were liable for Nuttery Farms’ wrongdoing 

through the “procedural claim” that they were Nuttery 

Farms’ alter ego. Id. at 1249, 1250.

The Smedings moved to dismiss. Id. at 1249. Like the 

Napoleonis argue here with respect to IPAC’s alter ego 

claim, the Smedings argued that Ahcom’s claim was a 

“general alter ego” claim that depended on factual 

allegations about the “general conduct [by the Smedings] 

that harmed all creditors.” Id. at 1250–51. It was therefore 

“exclusively the property of [Nuttery’s] trustee,” the 

Smedings argued, and the district court agreed, dismissing

Ahcom’s complaint for failure to state a claim. Id. at 1249–

50.

We reversed. The “crucial problem” with the Smeding’s 

argument was that, under California law (which the parties 

agreed applied) a “general” alter ego claim was a “made-up 

cause of action” that simply “d[id] not exist” in that state. Id. 

at 1250–52. To the extent a trustee had authority to bring an 

alter ego claim against a corporate debtor’s sole owners, 

California courts required “some allegation of injury to the 

corporation” itself that “giv[es] rise to a right of action” held 

by the corporation against the sole owners. Id. at 1251

(emphasis omitted) (quoting Stodd v. Goldberger, 73 Cal. 

App. 3d 827, 833 (1977)); id. at 1252 (citing examples, such 

as “fraudulent conveyance,” “conversion” of corporate 

assets, or “theft”). “In the absence of any such allegation, the 

asserted cause of action belong[ed] to [the] creditor 

individually,” and the alter ego claim along with it. Stodd, 

73 Cal. App. 3d at 833. But there was “no such thing” in 

California as the right of a trustee to assert an alter ego claim 

against a corporation’s owners on behalf of all creditors. 
26 INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L.

Ahcom, 623 F.3d at 1251; id. at 1252 (“Stodd teaches that a 

trustee ‘is not an appropriate general representative of 

creditors.’” (quoting Stodd, 73 Cal. App. 3d at 835)).

Applying these principles here, the outcome is the same 

as it was in Ahcom. There is still “no such thing” as a general 

alter ego claim in California. Id. at 1251; see Favila v. 

Pasquarella, 65 Cal. App. 5th 934, 946 (2021). And all of 

IPAC’s substantive causes of action—breach of contract, 

trade secret misappropriation, and the rest—allege injury to 

IPAC, not to Black Gold. See Ahcom, 623 F.3d at 1249. 

IPAC’s alter ego claim against the Napoleonis is thus 

“merely . . . a procedural mechanism” through which IPAC 

seeks to “h[old] [the Napoleonis] jointly liable for the 

wrongdoing” of Black Gold. See Double Bogey, L.P. v. 

Enea, 794 F.3d 1047, 1051–52 (9th Cir. 2015) (citing 

Ahcom, 623 F.3d at 1251). To the extent this purely

procedural claim belongs to anyone, it belongs to IPAC. See

Stodd, 73 Cal. App. 3d at 833.

C

Aside from the “property of the debtor,” the automatic 

bankruptcy stay also applies to “the debtor” himself, whom 

Chapter 15 defines as “[the] entity that is the subject of [the] 

foreign [bankruptcy] proceeding.” 11 U.S.C. § 1502(1). The 

Napoleonis all but concede that they fall far short of meeting 

this statutory definition because it is Black Gold, not they, 

who declared bankruptcy in Monaco. And they acknowledge 

further that it is “the general rule” in this Circuit “that the 

automatic stay does not apply to actions against nondebtors,” which is what the Napoleonis are. In re Excel 

Innovations, Inc., 502 F.3d 1086, 1096 (9th Cir. 2007); cf. 

Harrington v. Purdue Pharma L.P., 144 S. Ct. 2071, 2081 

(2024) (holding corporate debtor’s sole-owner, as non-
INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L. 27

debtor in underlying bankruptcy proceedings, was not 

entitled to bankruptcy protection of a discharge of liability 

to a non-consenting creditor). Relying on the Fourth 

Circuit’s decision in A.H. Robins Co., Inc. v. Piccinin, 788 

F.2d 994 (4th Cir. 1986), the Napoleonis urge us instead to 

create an exception to this rule in the “unusual situation” 

where “there is such identity between the debtor and the 

[non-debtor] . . . that a judgment against the [non-debtor] 

will in effect be a judgment or finding against the debtor.” 

Matter of Lockard, 884 F.2d 1171, 1179 (9th Cir. 1989) 

(quoting A.H. Robins Co., 788 F.2d at 999). After all, if it is 

true that the Napoleonis are Black Gold’s alter ego, the 

Napoleonis explain, then the Napoleonis and Black Gold are 

“one and the same entity” and IPAC’s enforcement-ofjudgment action against the Napoleonis is, in essence, really 

just an action against Black Gold.

We have declined to adopt the Fourth Circuit’s “unusual 

situation” exception on several occasions. In re Excel 

Innovations, Inc., 502 F.3d at 1098; In re Chugach Forest 

Prods., Inc., 23 F.3d 241, 246–47 (9th Cir. 1994); United 

States v. Dos Cabezas Corp., 995 F.2d 1486, 1491 n.3 (9th 

Cir. 1993); Matter of Lockard, 884 F.2d at 1179. While our 

reasons for refusing have varied from case to case, the 

“vitality” of the Fourth Circuit’s “unusual situation”

exception has, in this Circuit, remained “[un]clear.” In re 

Chugach, 23 F.3d at 247. Here again we find good reason to 

defer that question for a future case. 

“Even if” we wanted to adopt the A.H. Robins exception, 

the bankruptcy court in the Chapter 15 proceedings below

“first need[ed] to [decide whether] to extend the automatic 

stay” to the Napoleonis “after [a] hearing” and a finding of 

an “unusual need” to “take this action to protect” Black 

Gold’s estate. Id. at 247 n.6 (quoting Patton v. Bearden, 8 
28 INT’L PETROLEUM PROD. V. BLACK GOLD S.A.R.L.

F.3d 343, 349 (6th Cir. 1993)). That is because the A.H. 

Robins “unusual situation” exception—“although referred to 

as [an] extension[] of the automatic stay”—is rooted in the 

bankruptcy court’s “injunctive powers under section 105” of 

the Bankruptcy Code. Id. (quoting Bearden, 8 F.3d at 349; 

In re Advanced Ribbons & Office Prods., Inc., 125 B.R. 259, 

266 (9th Cir. BAP 1991)). Because the bankruptcy court was 

not asked to answer these questions in the first instance, this 

case is not in the correct procedural posture for us to decide 

whether to adopt A.H. Robins as the law in this Circuit. Thus, 

“we again postpone resolution of th[is] issue until another 

day.” Id. at 247.

IV

No automatic bankruptcy stay was in place when the 

district court drew adverse factual inferences against Black 

Gold for its discovery misconduct and later relied on those 

inferences to find the Napoleonis jointly liable for IPAC’s 

judgment. And while there is, of course, an automatic 

bankruptcy stay currently in effect with respect to Black 

Gold, it does not extend to the Napoleonis—who are not 

“debtors” in the Monaco insolvency proceedings—nor to 

IPAC’s alter ego claim against the Napoleonis—which is not 

the “property” of Black Gold’s estate under California law. 

We therefore affirm the district court’s final judgment below 

and its subsequent award of attorneys’ fees and costs.

AFFIRMED.