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Any different facts or conditions might require the Division to reach a different conclusion. In this regard, please feel free to contact the undersigned at (617) 345-1103. Further, this response expresses the Division's position on enforcement action only. Please acknowledge your receipt of this no-action letter request by stamping the extra copy of this letter and returning it to the undersigned in the pre-addressed, stamped envelope provided.
On April 11, 2008, the Trust sued USACM's former outside auditor, Deloitte & Touche LLP, alleging that Deloitte wrongfully issued unqualified audit opinions for fiscal years 20, concealing the misappropriations of USACM's funds through two allegedly fraudulent schemes perpetrated by Thomas Hantges and Joseph Milanowski (the owners and controllers of USACM). Under Nevada law, the sole actor rule imputes an agent's actions to the principal corporation “even if the agent totally abandons the corporation's interest” when “the corporation and its agent are indistinguishable from each other.” See Glenbrook Capital Ltd. Dodds (In re Amerco Derivative Litig.), 252 P.3d 681, 695–96 (Nev.2011). The charged misappropriations caused USACM to sustain millions of dollars in losses and required its bankruptcy filing. The record before the district court demonstrated that, for all relevant purposes, Hantges and Milanowski utterly controlled and dominated USACM: they were the majority shareholders, owning collectively at least 83% of the stock at any given time prior to bankruptcy; held top management positions including CEO and President, respectively; were the only two directors until 2001 when they appointed a nominal third director, who admittedly had no active involvement in the company; and were perceived by other actors within USACM as the relevant decision-makers whose actions could not be overridden. The Trust appeals from the district court's summary judgment in favor of Deloitte. As the district court correctly held after its thorough analysis, the Trust failed to present evidence of any “innocent decision-makers” within USACM sufficient to permit a reasonable fact finder to find that Hantges and Milanowski were not USACM's sole actors for purposes of imputation. at 696 (explaining “presence of innocent decision-makers” is relevant to assessing whether agents are a corporation's sole actors). § 108(a) that would have rendered its claims (filed on April 11, 2008) timely. These Liquidation Agreements are actual legal documents drafted by top law firms for their clients.
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