COURT OF CHANCERY

OF THE

STATE OF DELAWARE

BONNIE W. DAVID

MAGISTRATE IN CHANCERY

COURT OF CHANCERY COURTHOUSE

34 THE CIRCLE

GEORGETOWN, DE 19947

Date Submitted: September 26, 2023

Final Report: October 18, 2023

Kevin S. Mann, Esq.

David G. Holmes, Esq.

Cross & Simon, LLC

1105 North Market Street, Suite 901

P.O. Box 1380

Wilmington, Delaware 19899-1380

Kevin R. Shannon, Esq.

Christopher N. Kelly, Esq.

Justin T. Hymes, Esq.

Potter Anderson & Corroon LLP 

Hercules Plaza, 6th Floor

1313 North Market Street

Wilmington, Delaware 19801

RE: In re ADM Trade Resources, Inc.,

C.A. No. 2023-0392-BWD

Dear Counsel:

This final report resolves a motion to dismiss a petition for the appointment 

of a receiver for a dissolved corporation under 8 Del. C. § 279. The petitioner—a 

plaintiff in litigation before the Eastern Caribbean Supreme Court in the British 

Virgin Islands—seeks appointment of a receiver for a dissolved Delaware 

corporation—a defendant in that litigation—to accept service of process, respond to 

discovery requests, and marshal assets remaining with the dissolved corporation. As 

explained below, the petition fails to plead good cause for the appointment of a 

receiver because it does not allege facts supporting an inference that (1) the dissolved 

corporation has undistributed property that a receiver could marshal or (2) the 
In re ADM Trade Resources, Inc.,

C.A. No. 2023-0392-BWD

October 18, 2023

Page 2 of 17

dissolved corporation wrongfully distributed assets at the time of dissolution. I 

therefore recommend that the motion to dismiss be granted and the petition be 

dismissed.

I. BACKGROUND

The following facts are drawn from the Verified Petition for the Appointment 

of a Receiver for ADM Trade Resources, Inc. Pursuant to 8 Del. C. § 279 (the 

“Petition”) and the documents it incorporates by reference, including an Amended 

Statement of Claim filed in the Eastern Caribbean Supreme Court in the High Court 

of Justice, Virgin Islands, Commercial Division, under the caption BTA Bank v. 

Sabyrbaev, et al., Claim No. BVI HC (COM)/0171 (BVI ECSC June 7, 2022) (the 

“BVI Complaint”).1

1 See, e.g., Winshall v. Viacom Int’l, Inc., 76 A.3d 808, 818 (Del. 2013) (“[A] plaintiff may 

not reference certain documents outside the complaint and at the same time prevent the 

court from considering those documents’ actual terms.” (citation and internal quotation 

marks omitted)); Freedman v. Adams, 2012 WL 1345638, at *5 (Del. Ch. Mar. 30, 2012) 

(“When a plaintiff expressly refers to and heavily relies upon documents in her complaint, 

these documents are considered to be incorporated by reference into the complaint[.]” 

(citation omitted)). 

The BVI Complaint is attached to the Petition as Exhibit A [hereinafter, “BVI Compl.”].
In re ADM Trade Resources, Inc.,

C.A. No. 2023-0392-BWD

October 18, 2023

Page 3 of 17

A. BTA Sues The Company In The British Virgin Islands For Alleged

Participation In A Fraudulent Scheme.

Petitioner BTA Bank (“Petitioner” or “BTA”) is a joint stock company formed 

under the laws of the Republic of Kazakhstan. Verified Pet. for the Appointment of 

a Receiver [hereinafter, “Pet.”] ¶ 3, Dkt. 1.

Through this action, Petitioner seeks appointment of a receiver for ADM 

Trade Resources, Inc. (the “Company”), a dissolved Delaware corporation. Prior to 

its dissolution on December 27, 2016, the Company was a Delaware corporation 

headquartered in Illinois. Pet. ¶¶ 4, 7. According to the Petition, the Company was 

formed as a joint venture between Archer-Daniels-Midland Company (“ADM”) and 

ADM Germany GmbH (“ACTI”) “to utilize the commodity sales of ADM and ACTI 

through the use of specialized trade finance structures and techniques in select 

markets around the world.” Pet. ¶ 4.

Those specialized structures are the subject of pending litigation before the 

Eastern Caribbean Supreme Court in the High Court of Justice, Virgin Islands, 

Commercial Division (the “BVI Court”). On July 6, 2022, Petitioner filed the BVI 
In re ADM Trade Resources, Inc.,

C.A. No. 2023-0392-BWD

October 18, 2023

Page 4 of 17

Complaint, naming 54 individuals and entities, including the Company, as 

defendants.

2

 See Pet., Ex. A.

The BVI Complaint alleges that between 2005 and 2009, BTA fiduciaries, 

aided and abetted by other defendants (including the Company), participated in a 

fraudulent scheme involving offshore entities designed to enrich the participants at 

the expense of BTA. Pet. ¶ 5. While admittedly oversimplified, the alleged scheme 

worked as follows:

• First Sale: A commodities seller (the “Seller”) would contract with an 

offshore special purpose vehicle (“SPV”) for the Seller to sell, and the 

SPV to purchase, commodities. BVI Compl. ¶¶ 65-71.

• Sale Back: Concomitant with the First Sale, the SPV would sell the 

commodities back to the Seller or its affiliate. As a result of the Sale 

Back, no goods were exchanged. Id.

• Letters of Credit: To facilitate the transactions, BTA would issue a 

letter of credit to the SPV, ostensibly to fund the purchase of the 

commodities. Each letter of credit issued by BTA was “discounted” by 

2 The BVI Complaint names “ADM-ACTI Trade Resources, Inc.,” the name under which 

the Company was incorporated in 2002. In 2015, the Company amended its certificate of 

incorporation to change its name to ADM Trade Resources, Inc. Pet. ¶ 7.
In re ADM Trade Resources, Inc.,

C.A. No. 2023-0392-BWD

October 18, 2023

Page 5 of 17

a third-party bank in order to generate the funds needed in the 

transaction. In exchange, BTA agreed to repay the bank with interest 

or a fixed fee. Id.

According to the BVI Complaint, these transactions generated a sizeable, riskfree commission for the Sellers (including the Company). Id. ¶¶ 65.9-65.11. But 

for BTA, the risk substantially outweighed the benefits. Although the SPVs agreed 

to repay the funds borrowed under the letters of credit, the only collateral pledged as 

security were the commodities purchased through the First Sale—commodities that 

never actually changed hands. So, although BTA earned a commission on the value 

of the letter of credit, it also assumed significant risk that the SPVs would not satisfy 

their unsecured repayment obligations and BTA would have to repay the third-party 

banks in full. Id. ¶ 65.10.

BTA claims it incurred a loss of more than $231 million as a result of the 

transactions described above, and seeks to hold the defendants named in the BVI 

Complaint jointly and severally liable for that harm. Pet. ¶ 12. The BVI Complaint 

challenges transactions that occurred from 2005 to 2009, and by the time the

litigation was filed in 2021, several entities that allegedly participated in the 

fraudulent transactions had “dissolved or ceased to exist.” Pet. ¶ 11. On September 
In re ADM Trade Resources, Inc.,

C.A. No. 2023-0392-BWD

October 18, 2023

Page 6 of 17

21, 2021, the BVI Court issued an order restoring certain entities formed under BVI 

law so that those entities could be served with the BVI Complaint. See Pet., Ex. B. 

B. BTA Seeks The Appointment Of A Receiver For The Company.

On April 3, 2023, BTA filed its Petition in this Court, seeking appointment of 

a receiver for the Company under 8 Del. C. § 279. As reflected in the Petition, BTA 

seeks appointment of a receiver to: 

(1) accept service of process as a defendant in a case currently pending 

in the British Virgin Islands entitled Joint Stock Company “BTA Bank” 

v. Sabyrbaev, et al.: Claim No. BVI HC (COM)2021/0171 (the 

“Litigation”); 

(2) provide an accounting of profits the Company made via a fraudulent 

scheme and/or by dishonestly assisting with that scheme, which 

fraudulent scheme is the basis for the Litigation; 

(3) examine the dissolution and distribution of assets of the Company 

for purposes of assessing the payment of damages or other relief in the 

Litigation; 

(4) provide information dealings with Petitioner and its employees 

and/or officers in connection with the fraudulent scheme; 

(5) nullify the cancellation of the Company and restore its status as a 

Delaware corporation; and 

(6) marshal assets remaining with the Company, including potentially 

available insurance policies, and provide representation for the 

Company in the Litigation.

Pet. ¶ 1.
In re ADM Trade Resources, Inc.,

C.A. No. 2023-0392-BWD

October 18, 2023

Page 7 of 17

On May 2, 2023, the Company moved to dismiss the Petition pursuant to 

Court of Chancery Rules 12(b)(5) and 12(b)(6) (the “Motion to Dismiss”). Dkt. 4. 

On June 16, 2023, the Company filed its Opening Brief in Support of its 

Motion to Dismiss. Resp’t’s Op. Br. in Supp. of its Mot. to Dismiss [hereinafter,

“OB”], Dkt. 7. The same day, ADM, the 100% stockholder of the Company at the 

time of its dissolution, moved to intervene.3 Dkt. 9. Vice Chancellor Glasscock 

granted ADM’s motion to intervene on July 13, 2023. Dkt. 11. On July 19, 2023, 

ADM filed a Verified Complaint in Intervention and a joinder to the Motion to 

Dismiss. Dkts. 12-13.

On August 1, 2023, BTA filed its Answering Brief in Opposition to 

Respondent ADM Trade Resources, Inc.’s Motion to Dismiss. Pet.’s Ans. Br. in 

Opp’n to ADM Trade Resources, Inc.’s Mot. to Dismiss [hereinafter, “AB”], Dkt.

15. On August 21, 2023, the Company filed its Reply Brief in Further Support of 

its Motion to Dismiss. Resp’t’s Reply in Further Supp. of its Mot. to Dismiss 

[hereinafter, “RB”], Dkt. 18.

3

In its motion to intervene, ADM explained that, in light of this Court’s decision in In re 

Reinz Wisconsin Gasket, LLC, 2023 WL 3300042 (Del. Ch. May 8, 2023), cert. denied, 

2023 WL 4440289 (Del. July 10, 2023) (TABLE), “there may be a potential question as to 

whether [the Company] can retain counsel and defend against BTA’s Petition in this 

Action.” Dkt. 9 ¶ 8. Counsel, therefore, has appeared on behalf of ADM to advance the 

arguments raised in the Motion to Dismiss.
In re ADM Trade Resources, Inc.,

C.A. No. 2023-0392-BWD

October 18, 2023

Page 8 of 17

This action was reassigned to me on August 8, 2023. Dkt. 17. I heard oral 

argument on the Motion to Dismiss on September 26, 2023. Dkt. 25.

II. ANALYSIS 

The Company has moved to dismiss the Petition under Court of Chancery 

Rule 12(b)(6) for failure to state a claim upon which relief may be granted. When 

reviewing a motion to dismiss under Rule 12(b)(6), Delaware courts “(1) accept all 

well pleaded factual allegations as true, (2) accept even vague allegations as ‘well 

pleaded’ if they give the opposing party notice of the claim, [and] (3) draw all 

reasonable inferences in favor of the non-moving party.” Cent. Mortg. Co. v. 

Morgan Stanley Mortg. Cap. Hldgs. LLC, 27 A.3d 531, 535 (Del. 2011). “[T]he 

governing pleading standard in Delaware to survive a motion to dismiss is 

reasonable ‘conceivability.’” Id. at 537. 

Through the Petition, BTA seeks appointment of a receiver for the Company 

pursuant to Section 279 of the Delaware General Corporation Law, which states:

When any corporation organized under this chapter shall be dissolved 

in any manner whatever, the Court of Chancery, on application of any 

creditor, stockholder or director of the corporation, or any other person 

who shows good cause therefor, at any time, may either appoint 1 or 

more of the directors of the corporation to be trustees, or appoint 1 or 

more persons to be receivers, of and for the corporation, to take charge 

of the corporation’s property, and to collect the debts and property due 

and belonging to the corporation, with power to prosecute and defend, 

in the name of the corporation, or otherwise, all such suits as may be 
In re ADM Trade Resources, Inc.,

C.A. No. 2023-0392-BWD

October 18, 2023

Page 9 of 17

necessary or proper for the purposes aforesaid, and to appoint an agent 

or agents under them, and to do all other acts which might be done by 

the corporation, if in being, that may be necessary for the final 

settlement of the unfinished business of the corporation.

8 Del. C. § 279 (emphasis added). BTA bears the burden of demonstrating good 

cause for the appointment of a receiver. LeCrenier v. Cent. Oil Asphalt Corp., 2010 

WL 5449838, at *4 (Del. Ch. Dec. 22, 2010).

Section 279 does not define “good cause.” To establish good cause, a 

petitioner must do more than speculate that some purpose for the receiver exists. In 

re Dow Chem. Int’l Inc. of Delaware, 2008 WL 4989069, at *2 (Del. Ch. Nov. 18, 

2008) [hereinafter, “Dow II”]. The petitioner must demonstrate a “reasonable 

likelihood” that a “positive outcome would result” from appointing the receiver. In 

re Texas E. Overseas, Inc., 2009 WL 4270799, at *5 n.39 (Del. Ch. Nov. 30, 2009), 

aff’d, 998 A.2d 852 (Del. 2010). “Ultimately, good cause depends upon the 

perception that appointment of a receiver is likely to be—in a broader sense—worth 

the effort.” Id.

Here, the Petition fails to plead good cause for the appointment of a receiver 

because it does not allege facts supporting an inference that (1) the dissolved 

corporation has undistributed property that a receiver could marshal or (2) the 
In re ADM Trade Resources, Inc.,

C.A. No. 2023-0392-BWD

October 18, 2023

Page 10 of 17

dissolved corporation had assets at the time of dissolution that were wrongfully 

distributed.

A. The Petition Does Not Allege Facts Supporting An Inference That 

The Company Is Reasonably Likely To Have Undistributed 

Property That A Receiver Could Marshal.

The Petition fails to plead good cause for the appointment of a receiver under 

Section 279 because it does not allege non-conclusory facts supporting an inference 

that the Company holds undistributed property that a receiver could marshal.

As the Delaware Supreme Court has explained, the purpose of Section 279 is 

to “empower[] the Court of Chancery to oversee and facilitate (by appointing a 

trustee or receiver) the completion of the dissolved corporation’s unfinished 

business,” including by “administering the ‘still existing property interests of a 

dissolved corporation.’” In re Krafft-Murphy Co., Inc., 82 A.3d 696, 704 (Del. 

2013) (citations omitted).

4

 “If there are no undistributed assets and no other need is 

4 See also id. at 703 (“[Section] 279 authorizes the appointment of a receiver to continue a 

dissolved corporation’s winding-up process . . . in cases where the corporation has 

undistributed ‘property.’” (citations omitted)); In re Dow Chem. Int’l Inc., 2008 WL 

4603580, at *1 (Del. Ch. Oct. 14, 2008) (“The purpose of § 279 is to benefit shareholders 

and creditors where there are undisposed of assets remaining after dissolution by allowing 

appointment of a receiver ‘to safeguard the collection and administration of still existing 

property interests of a dissolved corporation.’” (citation omitted)); In re Citadel Indus., 

Inc., 423 A.2d 500, 506 (Del. Ch. 1980) (“The language of 8 Del. C. s. 279 implies that its 

primary purpose is to safeguard the collection and administration of still existing property 

interests of a dissolved corporation. It functions primarily for the benefit of shareholders 

and creditors where assets remain undisposed of after dissolution.”); Jones v. Maxwell 
In re ADM Trade Resources, Inc.,

C.A. No. 2023-0392-BWD

October 18, 2023

Page 11 of 17

identified for a receiver to do what may be necessary for the final settlement of the 

unfinished business of the corporation, there is no basis to appoint a receiver.” 3 

Robert S. Saunders, et al., Folk on the Delaware Corporation Law § 279.02[c] (7th 

ed. 2021).

Because a proceeding under Section 279 “is not an efficient venue for 

resolving whether a receiver has any definitive claim to [an] asset,” a petitioner is 

not required to prove by a preponderance of the evidence that the dissolved entity 

actually possesses undistributed property. In re Texas E. Overseas, Inc., 2009 WL 

4270799, at *5 n.39. Instead, “good cause depends upon a reasonable likelihood

that there would be an asset available to the receiver that would benefit a creditorclaimant . . . .” Id. The good cause standard “requires something more than 

speculation”—“a petitioner has not shown good cause under § 279 if it does no more 

than speculate that the dissolved corporation may still have undistributed assets.” 

Id. at *4.

5

 Through the lens of a motion to dismiss, the petition must plead facts that, 

Motor Co., 115 A. 312, 315 (Del. Ch. 1921) (“When a corporation has no assets, no useful 

purpose can be subserved by naming a receiver—an officer of the court whose function 

under the statute is to take, hold, manage and administer assets; and in such case, the 

receiver ought not to be appointed . . . .”).

5 See also In re Reinz Wisconsin Gasket, LLC, 2023 WL 2568326, at *5 (Del. Ch. Mar. 20, 

2023) (rejecting the argument that a petitioner “need only show a ‘specter’ of assets” to 

demonstrate good cause for the appointment of a receiver); Dow II, 2008 WL 4989069, at 

*2 (denying motion for reargument where a Section 279 petition was denied because “[t]he 
In re ADM Trade Resources, Inc.,

C.A. No. 2023-0392-BWD

October 18, 2023

Page 12 of 17

if true, make it reasonably conceivable that the dissolved corporation is reasonably 

likely to have undistributed property.

Here, BTA alleges that the Company may have three kinds of property: (1) 

past profits; (2) insurance policies; and (3) “information.” These arguments do not 

support a reasonable inference that the Company likely has property that a receiver 

could marshal. 

First, BTA alleges that from 2005 to 2009, the Company earned $12.8 million 

in commissions from its fraudulent scheme with BTA, which “either remain with 

the Company or were wrongfully distributed to individuals who took part in or had 

knowledge of the fraudulent scheme.” Pet. ¶¶ 6, 9. This bare allegation, made on 

“information and belief” and in the alternative, is “merely conclusory and need not 

be accepted as true.” Griffin Corp. Servs., LLC v. Jacobs, 2005 WL 2000775, at *6 

(Del. Ch. Aug. 11, 2005) (citing Haber v. Bell, 465 A.2d 353, 357 (Del. Ch. 1983)).

6

 

The Petition alleges no factual basis to infer that profits made more than fourteen 

years ago are reasonably likely to remain in the dissolved entity today. See Dow II, 

only justification petitioner provide[d] [wa]s speculation that respondent may hold some 

assets” (emphasis in original)).

6 See also O’Gara v. Coleman, 2020 WL 752070, at *6 (Del. Ch. Feb. 14, 2020) (explaining 

that allegations made on “information and belief” were not “supported by or inferred from 

well-pleaded facts in the Amended Complaint, and the Court thus need not accept them as 

true”). 
In re ADM Trade Resources, Inc.,

C.A. No. 2023-0392-BWD

October 18, 2023

Page 13 of 17

2008 WL 4989069, at *1 (“[P]etitioner’s allegation that [the dissolved company]

held assets in 1985 does not show that the company held assets after it was dissolved 

in 1988.”). Speculation that property may still exist does not plead good cause to 

appoint a receiver.7

Next, BTA alleges that “[i]f a receiver is not appointed, the Company’s 

remaining assets, including rights under any applicable insurance policies, will not 

be able to be utilized in any pending and future claims against the Company . . . .” 

Pet. ¶ 14. While vested and contingent rights under insurance policies can constitute 

property under Section 279,8this allegation is wholly conclusory. BTA also failed 

to brief it, so it is waived. See Emerald P’rs v. Berlin, 726 A.2d 1215, 1224 (Del. 

1999) (“Issues not briefed are deemed waived.”).

7 See Dow II, 2008 WL 4989069, at *2 (explaining that “appoint[ing] a receiver anytime a 

potential plaintiff states that a dissolved corporation may still hold assets” would be 

“wholly inconsistent with the policies underlying [Sections] 278 and 279” (emphasis 

added)).

8 Cf. In re Krafft-Murphy Co., Inc., 82 A.3d at 704 (finding property existed where the 

petitioner identified specific insurers that provided coverage before the corporation was

dissolved); In re Reinz Wisconsin Gasket, LLC, 2023 WL 2568326, at *5 (finding 

“Petitioner has demonstrated good cause to believe that [the company] holds assets, 

including one or more insurance policies issued to one of its corporate ancestors,” where it 

identified specific insurers and policies); In re Texas E. Overseas, Inc., 2009 WL 4270799, 

at *6 (explaining that the petitioner “demonstrated a reasonable likelihood, well beyond 

mere speculation, that [the company] has undistributed assets in the form of rights under 

one or more insurance policies” by identifying specific insurers covering the claims at 

issue, as well as board minutes acknowledging the existence, location, and coverage of 

policies).
In re ADM Trade Resources, Inc.,

C.A. No. 2023-0392-BWD

October 18, 2023

Page 14 of 17

Finally, BTA seeks “information and discovery” that could be used to prepare

“[a]n equitable account verified by affidavit of all dealings with the BTA Bank 

employees and/or officers.” Pet. ¶ 2; see also AB at 7. The Petition does not allege 

that the Company still has books and records. It appears, instead, that BTA wants a 

receiver to undertake an investigation and compile information in response to BTA’s

requests. BTA cites no authority for the proposition that such “information” a 

receiver might be able to discover through investigation would constitute “property”

under Section 279. 

Without factual allegations that the Company likely has undistributed 

property, the Petition fails to adequately plead good cause for the appointment of a 

receiver.

B. The Petition Does Not Allege Facts Supporting An Inference That 

The Company Wrongfully Distributed Assets.

The Petition further fails to plead good cause for the appointment of a receiver 

under Section 279 because it does not adequately allege that the Company 

wrongfully distributed assets when it dissolved.

The Petition alleges that, “[o]n information and belief, the monetary assets of 

the Company either remain with the Company or were wrongfully distributed to 

individuals who took part in or had knowledge of the fraudulent scheme.” Pet. ¶ 9 
In re ADM Trade Resources, Inc.,

C.A. No. 2023-0392-BWD

October 18, 2023

Page 15 of 17

(emphasis added). According to BTA, “the Delaware Court of Chancery has, in 

other, similar instances, ordered the appointment of a receiver for dissolved entities 

where the petitioner has acknowledged that assets . . . were wrongfully distributed 

to insiders.” AB at 12.

As BTA notes, this Court has entertained requests to appoint receivers for 

dissolved entities where the petitioners sought to nullify the certificate of 

cancellation on the grounds that the company’s affairs were not wound up in 

compliance with the applicable statute. See, e.g., In re Reinz Wisconsin Gasket, LLC, 

2023 WL 2568326, at *12 (finding good cause to appoint a receiver where the 

petitioner “demonstrated a reasonable likelihood that [the company] violated Section 

18-804(b) when it dissolved because it did not set aside any assets for claimants in 

actions pending during its dissolution or any future claims”); Techmer Accel Hldgs., 

LLC v. Amer, 2010 WL 5564043, at *12 (Del. Ch. Dec. 29, 2010) (“With the 

conclusion that Crescent failed to settle and close the Limited Partnership’s business 

because it retained assets and had outstanding liabilities when it cancelled its 

certificate of limited partnership on April 30, 2009, good cause exists for 

appointment of a receiver to undertake all activities permitted by § 17-805.”).

Here, however, BTA’s allegation that the Company may have “wrongfully 

distributed” assets at the time of dissolution is wholly conclusory. The Petition 
In re ADM Trade Resources, Inc.,

C.A. No. 2023-0392-BWD

October 18, 2023

Page 16 of 17

pleads no facts about the purported distribution—BTA simply asserts that the 

Company “wrongfully distributed those assets at a time when it knew or should have 

known that BTA had claims against it in connection with the fraudulent scheme.” 

AB at 18. The Petition fails to allege that the Company had assets when it dissolved, 

let alone that such assets were distributed with knowledge of BTA’s claims (which 

were asserted at least twelve years after the challenged transactions and five years 

after the Company dissolved).

9

 Nevertheless, BTA asks that I infer, based solely on 

the allegation that the Company earned profits through 2009, that it had assets to 

distribute when it dissolved seven years later in 2016—and, based solely on the 

allegation that the Company participated in the transactions, that BTA’s claims were 

likely to arise more than a decade later. Such speculation, without more, does not 

provide good cause for the appointment of a receiver.10

9 See 8 Del. C. § 281(b) (requiring that a dissolved corporation “shall make such provision 

as will be reasonably likely to be sufficient to provide compensation for claims that have 

not been made known, or that have not arisen, but that, based on facts known to the 

corporation . . . are likely to arise or to become known to the corporation or successor entity 

within 10 years after the date of dissolution”).

10 The parties also debate whether the BVI Complaint asserts a “facially plausible” claim 

against the Company. See In re Texas E. Overseas, Inc., 2009 WL 4270799, at *5

(explaining that to demonstrate good cause, “the claim to be satisfied . . . through the 

receiver’s efforts must be facially plausible”); Levin v. Fisk Rubber Corp., 52 A.2d 741, 

742 (Del. Ch. 1947) (“A court of equity will hardly lend its aid to the prosecution of an 

action unless there appears to be some reasonable basis for it.”). For example, ADM argues 

that the BVI Complaint concedes the Company repaid BTA “in full” and BTA suffered 

“no direct losses” from transactions with the Company. See OB at 2 (internal quotation 
In re ADM Trade Resources, Inc.,

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October 18, 2023

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III. CONCLUSION

For the reasons explained above, the Petition fails to allege non-conclusory 

facts that, if true, would provide good cause to appoint a receiver for the Company 

under Section 279. Accordingly, I recommend that the Motion to Dismiss be granted 

and the Petition be dismissed. This is a final report pursuant to Court of Chancery 

Rule 144(d)(1).

11

Sincerely,

/s/ Bonnie W. David

Bonnie W. David

Magistrate in Chancery

cc: All counsel of record (by File & ServeXpress)

marks omitted). Among other arguments, BTA responds that the BVI Court already 

determined the claims were valid when it issued its service order. See AB at 2. Because 

the Petition does not satisfy the threshold requirement of pleading that the Company has 

undistributed property, I do not reach these arguments.

Separately, ADM seeks dismissal pursuant to Court of Chancery Rule 12(b)(5) because the 

Petition was not served by publication. See, e.g., Tratado de Libre Commercio, LLC v.

Splitcast Tech., LLC, 2019 WL 1057976, at *1 (Del. Ch. Mar. 6, 2019) (requiring service 

by publication); In re Krafft-Murphy Co., Inc., 2011 WL 5420808, at *4 (Del. Ch. Nov. 9, 

2011) (same). Because the Petition fails to plead good cause for the appointment of a 

receiver, I do not advise on service.

11 See Ct. Ch. R. 144(d)(1) (“In actions that are not summary in nature or in which the 

Court has not ordered expedited proceedings, any party taking exception shall file a notice 

of exceptions within eleven days of the date of the report.”).