A photovoltaic enterprise in Zhejiang (hereinafter referred to as "G Company" or "Debtor") is a large private enterprise that produces and sells solar photovoltaic silicon wafers, batteries and components. According to the product unit price at that time, the annual sales could reach 3 billion yuan, which was once sought after by domestic venture capital and private equity funds and was ready to go public. Later, due to the decline of the photovoltaic market, from 20 1 1, G Company began to enter the downstream of the industry-photovoltaic power station construction. 20 1 1 In the second half of the year, Company G plans to explore the American market, purchase land in New Jersey, sign an EPC contract, and invest in the construction of power stations. To this end, the relevant personnel set up a project company in the United States, hired Mr. F, an American, as the general manager of the project company, and signed a consulting service agreement with Mr. F and his company S (hereinafter referred to as the "American third party").
Subsequently, Company G and its subsidiaries, Company S and Company N of Mr. F, and Company B established by a German in the United States exported a large number of spare parts to the United States in the form of trade. According to the customs declaration price of the United States at the time of shipment, the value of the goods is about 6,543.8 billion US dollars. All the above goods are stored in the warehouse rented by Mr. F in New Jersey. ..
Later, due to its own management and macroeconomic situation, Company G was unable to invest in the United States and build a power station as scheduled, which led to disputes with the local government and third parties in the United States. Since the beginning of 20 13, company g has lost the actual control over the above goods. Third parties in the United States began to sell a large number of inventory goods under their control on the grounds of paying related freight, double-reverse tax and service remuneration. To this end, the management of G Company went to the United States for negotiations many times before and after, all of which ended in failure. On July 20 13, a third person in the United States sued company g in the federal district court of new jersey, claiming the lien and disposal right of the goods, and demanding that the expenses be paid to offset the proceeds from the sale of the goods. After G Company actively responded to the lawsuit, the third person in the United States withdrew the lawsuit on September 20 13, and then the two sides started negotiations on key issues such as component handover and remuneration, but after several rounds of negotiations and amendments, no agreement was reached.
At the end of 20 13, the people's court of the domicile of company g accepted and started the bankruptcy reorganization procedure of company g. The administrator promptly notified the third person in the United States, Company G, to enter bankruptcy proceedings, required it to perform its debts in accordance with the bankruptcy law of China, declared its creditor's rights to the administrator, and appointed lawyer Zhang Shengjie as the specific contact person of the administrator.
Because the consulting advice and litigation plan provided by a well-known American multinational law firm (hereinafter referred to as "H Law Firm") previously hired by G Company is very complicated, with long cycle and high cost, in order to settle disputes as soon as possible, determine the valuation of American assets and promote the restructuring process within a limited period of time, the administrator has always adopted the policy of "reconciliation first" when dealing with American assets. According to the authorization of the first creditors' meeting, the principle of basically agreeing to the requirements of the third party in the United States and striving for a settlement agreement is determined on the premise of meeting four points. That is, there is basically no shortage of components; The quality of the remaining inventory components is intact; After the handover, Company G enjoys full control; Parts resale barrier-free.
2065438+In April 2004, the administrator authorized Mr. Zhang Shengjie to lead the working group to the United States with the above solutions. With the assistance of Mr. Ou Jiangang, he contacted and negotiated with Mr. F, S Company and other American third parties to win the warehouse space and check the inventory situation. Through the inventory, it was found that except for the components sold by American third parties to pay for various expenses, the inventory goods were seriously inconsistent with the book data, and there was a large shortage of components. In this regard, the third party in the United States can neither explain nor provide relevant information for the inspection of the working group.
After many internal meetings, the working group agreed that there was a serious shortage of stocks, and the third party in the United States kept its promise, maliciously delayed and concealed the truth, and could not make a reasonable explanation for the serious shortage. This has touched the bottom line that we must adhere to, and the basis for the two sides to continue peace talks no longer exists. Report to the administrator and creditors immediately after returning to China, and suggest that everyone face up to the current situation, give up the desire for reconciliation, make a decision quickly, take decisive measures, act as soon as possible, and entrust local professional lawyers in the United States to solve the problem through judicial channels, so as to preserve the bankrupt property to the greatest extent. At the same time, adjust the restructuring plan in time.
Third, starting the transnational bankruptcy procedure between China and the United States as the breakthrough point-the choice of American asset disposal scheme.
After there is no hope of reconciliation, the administrator urgently needs to start legal proceedings immediately, stop the ongoing unauthorized disposal of American assets by third parties in time, incorporate assets into the bankruptcy property, and safeguard the best interests of creditors. However, the administrator is now facing a transnational legal dispute. In order to achieve the above goals, we must first find out whether the debtor's assets in the United States are creditor's rights or property rights. Then on this basis, we can solve which court in the United States initiates which judicial procedure.
Choose the local state court or the federal district court to start ordinary civil proceedings.
As mentioned above, Company G previously hired H law firm in the United States. For the above problems, G Company consulted H Law Firm for many times, asking it to answer and provide opinions and suggestions, and paid a lot of consulting fees. After the court accepted and started the bankruptcy reorganization procedure of G company, the administrator also tended to seek the support of the firm. The opinions and litigation plans issued by H lawyer are very complicated, with long cycle and high cost. Lawyer H proposed several solutions, which are summarized as follows:
1. Sue Mr. F for his personal behavior (such as forging his signature in the process of buying and selling), and put pressure on Mr. F through this lawsuit to force him to consider the settlement in the lawsuit.
2. For Company S, apply to the court for an emergency injunction to prohibit Company S from continuing to sell unauthorized parts.
3. Based on July, 20 13, Company S sued Company G in the federal district court of New Jersey, USA, claiming the lien and the right to dispose of the goods, demanding payment for warehousing, transportation and other expenses on the grounds of lien, but not claiming the ownership of the goods. Therefore, it is suggested to consider the use of trust legal relationship, and think that company S, as the trustee, enjoys the nominal ownership of the goods, while company G, as the actual owner, enjoys the beneficial right of the goods.
After repeated discussions among administrators, creditors, lawyers and legal advisers, the above scheme of H Law Firm is considered unsatisfactory for the following reasons:
1, the litigation period is long and the result is uncertain.
2. The legal relationship of this case is complex, involving many contracts such as investment, consultation, entrustment, trade and warehousing. And the jurisdiction involves many States in the United States. There are many subjects, which involve the rights of third parties. There may be many lawsuits, which are expensive and difficult.
3. The reorganization plan must judge the authenticity and value of American assets. If we can't get the control of the remaining components in a short time and stop the sales behavior of the third party in the United States, we can't include the remaining components in the bankruptcy property, which will seriously affect the smooth progress of the reorganization work.
The parts shipped to America were delivered two years ago. With the delay of time, their specifications and performance will further depreciate, and the sales channels will be narrower, which must be disposed of in time.
(ii) Select the United States bankruptcy court where the assets are located to commence Chapter 15 proceedings.
1. Although the administrator did not accept several suggestions from H Law Firm, the claim that S Company sued G Company in the Federal District Court of New Jersey, USA, attracted the attention of the administrator and legal counsel:
(1) In the lawsuit, although the third party in the United States put forward many claims including the lien on the part, it never claimed the ownership of the part. Finally, the third party in the United States withdrew the lawsuit because the court rejected the claim that the party had a lien on the part.
(2) This situation was confirmed when U.S. lawyers such as Ou Jiangang consulted the files of the Federal District Court of New Jersey.
2. At the same time, many materials support our claim that the ownership does not belong to the third party in the United States:
(1) The service agreement and supplementary agreement signed by both parties confirm that American third parties provide services for G company, but do not own components.
(2) The memorandum signed by both parties confirms that if the goods or materials stored in the warehouse need to be transferred out of the warehouse (including but not limited to delivery, relocation and sale, etc.). ), which must be signed by the representative of G Company in advance.
(3) Although the third person in the United States sells the goods without authorization, after deducting the service fee claimed by him, the balance is remitted to the account of Company G..
3. Based on the above information, the court can be persuaded to accept G Company's claim that the ownership of this part belongs to China's G Company. If the claim is established, the administrator, considering the need of reorganization, proposes to divide the disposal of American assets into two stages:
(1) The primary goal is to confirm the right, control the existing inventory goods, and achieve the purpose of stop loss. Therefore, the remaining part can be incorporated into the bankruptcy property, and the financial data is relatively fixed, so that the draft reorganization plan can be prepared smoothly.
(2) Then settle accounts with a third party in the United States and claim for the lost components.
According to this working idea of the administrator, after consulting with American counterparts, the author puts forward suggestions to the administrator, and tries to apply for starting transnational bankruptcy proceedings in the bankruptcy court of the United States according to Chapter 15 of the American bankruptcy law. Clearly include American assets in the bankruptcy property, and include unconfirmed payment of American third-party claims (American third-party sells components without authorization and intercepts the payment, and G Company fails to confirm the remuneration claimed by most American third parties) in the bankruptcy claims.
(3) Analysis of the advantages and disadvantages of choosing Chapter 15 of the United States Bankruptcy Law.
1, first discuss the advantages of the procedure in chapter 15 compared with the ordinary civil procedure:
First of all, soldiers are expensive. In terms of trial progress: the bankruptcy court hears cases relatively quickly, without the complicated and strict procedural requirements of the federal district court. Generally, the court session can be held within one week after filing the case, and the bankruptcy judge has the right to announce an emergency interim ruling according to the application to protect the bankruptcy property from infringement. At that time, the third party in the United States had not stopped selling the debtor's American assets to the outside world, and it was possible to hide and transfer the proceeds from the sale, so it was very important for the administrator to quickly advance the procedure.
Second, property safety. It can effectively prevent the bankruptcy property from being divided. After the debtor's American assets are incorporated into the bankruptcy property, on the one hand, these assets will not be sealed up, frozen and given priority to execution by any American creditor, and their creditor's rights must be paid equally and proportionally with China creditors in the bankruptcy proceedings of the China court according to the China Bankruptcy Law; On the other hand, compared with other assets, the protection of bankruptcy assets by American courts is stricter, which is a shock to those who intentionally infringe on such assets.
Third, you can change "guest" (field) to "main" (field). American creditors should apply to the bankruptcy court in China to confirm their creditor's rights and participate in the distribution of creditor's rights: after the bankruptcy procedure in China court is recognized, the procedure in Chapter 15 of the bankruptcy court in the United States is a subroutine, which is mainly used to cooperate with the so-called compensation claim dispute between the bankruptcy court in China and the third party in the United States, and a considerable part of it should be included in the bankruptcy claims, which should be identified and judged by the bankruptcy court in China. If ordinary civil proceedings are brought in other courts, since the extraterritorial effect of bankruptcy proceedings in China courts is invalid in the United States before the approval of Chapter 15, the American courts have the right to hear all issues related to this case, which is obviously more unfavorable to China debtors.
2. Of course, the commencement of Chapter 15 proceedings in the United States bankruptcy court also has its disadvantages:
This case will be the first of its kind, that is, before this case, the bankruptcy procedure of Chinese mainland District People's Court has not been recognized in the bankruptcy court of the United States. 20 14 February, Suntech Holdings (registered in Cayman Islands), a leading solar photovoltaic enterprise, applied for Chapter 15 procedure in the Bankruptcy Court of Southern District of new york, but it was protested by a solar energy enterprise in the United States. By that time, it has been delayed for several months, and it has not been decided yet [1].
Finally, after weighing the pros and cons, the administrator finally adopted the advice of Chinese and American lawyers and decided to choose the bankruptcy court to start the Chapter 15 procedure. Later facts proved that this decision was not wrong. The case was filed in the Federal Bankruptcy Court of New Jersey, USA on July 6, 2006, and the first trial was held on the 23rd of the same month. On the day after the trial (July 24th), the judge issued an urgent interim ruling prohibiting anyone from disposing of the goods in stock. Afterwards, it was found that until the morning before the ruling was issued, the goods in stock were still being sold and transshipped. If you don't choose the ordinary litigation procedure, you will get a ruling or judgment.
(A) the main application content
As the bankruptcy administrator appointed by the court and the authorized foreign representative of China bankruptcy proceedings of G company accepted by China court, he applied to the bankruptcy court of New Jersey District of the United States for relief on July 14, 2004. According to the United States Code 105 (a) Part 654381KLOC-0/, 15 15, 15 17, 1 9, 1520, 152 1 52. (2) Granting the debtor the rights of further relief and extra help as stipulated in Chapter 15, including: unless the China bankruptcy administrator and his representative agree, any party, including a third party in the United States, shall not touch or dispose of American assets without authorization; No one may bring a right of recourse against American assets; The judge urgently freezes the proceeds from the sale of American assets transferred by American third parties [2];
(two) the main contents of the court ruling
The bankruptcy court in New Jersey, USA, made the following ruling on August 14, 2004 after carefully examining the application and related materials filed by the debtor and listening to the arguments of "foreign representatives", lawyers of the debtor, American third-party lawyers, other dissidents and their lawyers [3]:
1. Support the confirmation of foreign main bankruptcy proceedings and the request for further relief for debtors. [4]
2. We believe that the applicant meets the requirements of confirming foreign main bankruptcy proceedings stipulated in Part 1 1 (15 17 (a)). [5]
3. According to part 15 1 of the United States Code (1517 (a) (1)-(3) and1517 (b).
4. According to part 1 1 of the United States Code (362, 15 19 (a) (1) and 152 1 (a). No action shall be taken to control, transfer, dispose of or hinder the debtor's property. [7]
5. According to Article 1 1 (3) of the United States Code (1521(a)), unless the court has made a ruling on the relevant solar panels in the warehouse, any other transfer, obstruction or disposal of the debtor's assets in the United States and related procedures will be taken before the court makes a further ruling. [8]
6. According to section 1 1 (4) of American Code (1521(a)), Company S shall provide the debtor with a bill, including: (i) from 2011June. (ii) All fees charged to the debtor: (a) fees paid by Company S from its income; (b) Unpaid expenses and supporting documents (such as invoices, shipping documents, sales expenses, financial statements, payment vouchers, expense documents and other relevant documents). The bill should be updated according to the cash income. The bill shall be considered as a part of the settlement negotiation, and shall comply with the provisions of the Federal Evidence Act 408 or other similar laws and regulations, and S Company reserves all rights related to the bill. [9]
7. Unless the court makes a further ruling, or Company S pays 465,438 yuan +0, the rent and insurance premium of 500 yuan, all cash income and accounts of Company S will be frozen. [ 10]
8. The debtor, Company S and Hessert can conduct informal investigation with each other to the maximum extent. [ 1 1]
9. According to section 1 1 part 152 1 (a) (4) of the United States Code, the debtor and its interested parties may apply to the court for formal investigation. Because they may need to inform relevant stakeholders about certain matters. [ 12]
10. The court has no prejudice against debtors, bankruptcy administrators and their interested parties. If all parties consider it necessary to seek further relief, they can submit it to our court. The court reserves the relief rights of the debtor and its interested managers. [ 13]
1 1. Although page 7062 of the Federal Bankruptcy Act stipulates the use of the procedures in Chapter 15, the provisions of this ruling shall take effect immediately. This decision is final and can be appealed. [ 14]
Five, China bankruptcy proceedings in the United States to apply for recognition and enforcement of the legal points.
Chapter 15 of the American bankruptcy law on which this case is based is the focus of colleagues' attention. Here is a brief introduction to its theory, background and practical application. According to Chapter 15 of the American Bankruptcy Law, relevant cases and the provisions of American property rights and security rights, this paper mainly discusses the applicant, the application procedure, the jurisdiction of the American bankruptcy court and the determination of the debtor's bankruptcy property in the United States.
(1) Theory and background-the basis for understanding the procedures in Chapter 15.
Before1980s, there were two attitudes towards the extraterritorial effect of bankruptcy procedure for a long time: one was universalism represented by the United States, which not only advocated the extraterritorial effect of domestic bankruptcy, but also recognized that the effect of foreign bankruptcy reached its own country; The other is Japanese territorialism before 1980, which generally neither recognizes the extraterritorial effect of domestic bankruptcy nor the effect of foreign bankruptcy in China [15].
/kloc-0 Since the late 1980s, especially since11990s, international trade and transnational investment between countries, especially major economies, have been increasing, and economic globalization has accelerated. All major economies in the world are increasingly accepting a compromise universalism or "revised universalism"-advocating the recognition of foreign bankruptcies without violating their own policies. Under the influence of this concept, Britain, Switzerland, Austria and Germany successively revised the international bankruptcy chapters in their respective bankruptcy laws in the mid-1990s according to this concept. In addition, the United Nations Commission on International Trade Law adopted the Model Law on Transnational Bankruptcy in 1997, and the European Union Bankruptcy Procedure Rules, which came into effect in 2002, recognized the extraterritorial aspects of bankruptcy more pragmatically and generally.
After entering the 2 1 century, under the influence of the above background, the United States, which has always adhered to universalism, added a brand-new chapter 15-ancillary procedures and other transnational cases to its bankruptcy law in 2005, replacing Article 304 [17], which was previously applicable to transnational bankruptcy procedures, and made more detailed provisions on the recognition and execution of foreign bankruptcy procedures in the United States, greatly facilitating its implementation. This can be understood as the "localization" of 1997 UNCITRAL Model Law on Cross-border Insolvency [18] in the United States, with the main purpose of facilitating foreign debtors (non-American debtors) to incorporate their assets located in the United States into their own bankruptcy property so as to distribute them to all creditors according to their own bankruptcy procedures.
(b) "Foreign representative" and its choice-the key to the success of the procedure in Chapter 15.
"Foreign representative" is an important role in the procedure of Chapter 15 of the United States Bankruptcy Law. According to section 15 15(b), the "foreign representative" shall be appointed by the foreign bankruptcy representative and the foreign bankruptcy court to initiate the Chapter 15 proceedings in the US court on behalf of the foreign representative and the foreign court, and shall have the right to sign all documents submitted to the court. In practice, in order to facilitate the rapid disposal of foreign debtors' assets in the United States ("American assets"), the "foreign representative" is usually authorized to be responsible for the sale and auction of the above-mentioned American assets after the American court decides to recognize and execute foreign bankruptcy procedures. In order to facilitate communication with administrators in China and their lawyers in China, courts in China, courts in the United States, and bankruptcy lawyers in the United States hired by administrators, appropriate personnel of foreign representatives must be proficient in Chinese and English, familiar with bankruptcy laws in China and the United States, and understand international trade practices. In addition, it is best for "foreign representatives" to live or settle in the United States. Because once the Chapter 15 procedure is started, the speed of the bankruptcy court in the United States is faster than that of ordinary litigation procedures, and it is necessary for "foreign representatives" to work and rest according to American time and communicate with the court, American lawyers and third-party lawyers at any time. In addition, foreign representatives often need to appear in court with American bankruptcy lawyers. At the trial, the facts of the case and the laws of China guide American lawyers, and sometimes they need to answer their lawyers' inquiries as witnesses, and conduct cross-examination with opposing lawyers in China Bankruptcy Law and international trade practices [19].
(3) The existence of American assets-the premise of starting Chapter 15 procedure and determining the jurisdiction of American courts.
The bankruptcy law of the United States has low requirements for starting Chapter 15 proceedings: as long as a foreign debtor owns assets in the United States, the debtor's "foreign representative" has the right to start Chapter 15 proceedings, and the competent court is the bankruptcy court where the above-mentioned American assets are located. Unlike China, American courts are divided into federal court system and state court system. American law stipulates that state courts shall not accept bankruptcy cases, so the procedure in Chapter 15 can only be filed in the federal bankruptcy court as a bankruptcy case [20]. As far as this case is concerned, a large number of assets owned by the debtor in China are stored in a warehouse in southern New Jersey, so Camden Branch of the Federal Bankruptcy Court of New Jersey, which is closest to the location of the warehouse, should be selected for filing. After the case was filed, no other American parties raised any jurisdictional objections, so the court quickly entered the trial stage.
As far as I know, not all people who apply for the project in Chapter 15 are so lucky. For example, SuntechPower Holding (hereinafter referred to as "STP") has many difficulties in filing a case and court jurisdiction. STP is listed on the new york Stock Exchange and registered in Cayman Islands, mainly operating in Chinese mainland. After the bankruptcy proceedings are commenced in the Cayman Islands court, STP intends to commence Chapter 15 bankruptcy proceedings in the court where its lawyer is located in Manhattan, new york (Federal Bankruptcy Court for the Southern District of new york). However, STP does not have any local assets, but has a sales subsidiary in San Francisco (Federal Bankruptcy Court for the Northern District of California). As STP and its American counterpart Solyndra[2 1] are caught in a civil compensation war of $ 1500 million in the Federal District Court for the Northern District of California, STP hopes to at least avoid the Court for the Northern District of California when starting the Chapter15 procedure. So STP entrusted him to open an account in a bank in Manhattan, new york, and deposited $500,000. However, time is short, and it is not easy to open an account for a Cayman Islands company in bankruptcy proceedings, so STP lawyer deposited $500,000 into his personal bank account and signed relevant documents to confirm that this $500,000 belongs to STP. Subsequently, STP initiated the Chapter 15 procedure in the Bankruptcy Court for the Southern District of new york, and applied for the recognition and enforcement of STP's bankruptcy procedure in the Cayman Islands court. Subsequently, Solyndra filed a motion with the court, rejecting STP's application and requesting that the case be transferred to the bankruptcy court for the Northern District of California. After nine months of correspondence and debate, StuartM. Bernstein, a senior judge of the Bankruptcy Court for the Southern District of new york, ruled that it had jurisdiction over 20141kloc-0/7.
The significance of the above STP case is that even if a sum of money is remitted to someone else's bank account, like STP, the bankruptcy court in the United States can establish the jurisdiction of the court where the bank account is located, instead of treating foreign bankruptcy procedures with the attitude of "more than one thing", which shows that it has adopted an open, inclusive and equal attitude towards foreign bankruptcy procedures. This will be good news for the bankruptcy administrators and lawyers in China, who intend to make full use of Chapter 15 procedures to prevent US assets from being given priority by US creditors and to protect the interests of all creditors equally.
(4) Determination of chattel ownership under American law-the most important part of the procedure in Chapter 15.
As mentioned above, it is very important to determine the ownership of American assets when establishing the procedural applicability of Chapter 15 and determining the jurisdiction of the court. In order to protect the interests of all creditors to the maximum extent, it is also required to confirm the ownership of American assets (especially movable property) [23] as soon as possible.
According to the author's experience, most of the bankrupt debtors accepted by China courts are private manufacturing enterprises in industries with overcapacity, and a considerable part of their products are exported to the United States. At present, although many American assets of Chinese enterprises are reflected in equity investment, most of them are central enterprises engaged in oil and gas business and are generally not easy to go bankrupt. In practice, the American assets of China debtors are mostly chattels in law, which are usually export goods sent to the United States by China producers in the name of international trade [24]. Therefore, it is of great practical significance to understand and master the identification rules of chattel ownership under American law.
The analysis and determination of the ownership of export products mainly focus on the following three points:
First, look at the written documents. Mainly review and analyze written documents related to export goods, including sales contracts, orders, invoices, packing lists, US customs declaration documents, especially 750 1 forms. On this basis, it is judged whether the debtor (exporter) in China and the third party (importer) in the United States belong to the real legal relationship of buying and selling, or to the legal relationship of agency, consignment and warehousing. Specifically, it is necessary to carefully examine whether the sales contract is signed and sealed by both parties; If there is a signature and seal, whether the signature and seal are true. Whether there are only invoices and no orders; If there is an order, is it true? At the same time, don't be confused by the Importerof record (referred to as "IOR") in the US 750 1 customs declaration document, because according to American import and export laws and customs practices, IOR can be the buyer or importer in the sales contract, or the consignee in the customs declaration, and the consignee can be the buyer, agent and warehouse.
Second, look at cash flow. If the facts cannot be ascertained by reviewing the above written documents, it is necessary to strictly review who will bear the sea freight, US customs clearance fee, inland transportation fee, US warehouse unloading fee, US warehouse storage fee and insurance fee. If all these expenses are paid by debtors (exporters) in China, or by the United States, but in fact they are ultimately borne by debtors in China, it is helpful to identify the ownership of American inventory goods as American assets according to the procedures in Chapter 15.
Especially when there is fraud, such as deliberately moving goods abroad to reduce the debtor's assets. When their own enterprises are insolvent and about to go bankrupt, there will indeed be some "insiders" such as shareholders and executives who take risks and export domestic goods and even equipment to the so-called US [25] warehouse under their control in the name of international trade. In some domestic enterprises with poor inventory management, such behavior will not even be reflected in the accounting books. Even if there are records, most of them are reflected in trade receivables. The recovery of overseas accounts receivable has deterred most administrators and courts in China. To make matters worse, some fraudsters stipulate complicated and expensive legal application and dispute settlement mechanisms in so-called "trade contracts", which makes these receivables seem unworthy of pursuing and recovering.
Third, look at the sales of goods in the United States. When the goods are resold to the outside world, especially when the goods have been received but not delivered, the ownership of the goods in the United States must be taken seriously. According to the basic principles of conflict law, the chattel ownership law is applicable to the determination of chattel ownership. In the United States, property law belongs to state law, and historically it is mainly common law (that is, case law). Fortunately, many states have adopted the Uniform Commercial Code (UCC) by law, so the ownership of movable property can be judged accordingly. There are similarities and differences between UCC's regulations on the transfer of chattel ownership and China's Contract Law. According to UCC, physical delivery will definitely lead to the transfer of ownership. However, we should also pay special attention to the conclusion of the contract and the specificity of the subject matter. The buyer paid for the goods, but the goods have not been delivered. In addition, for export goods stored in a third-party warehouse, the transfer of ownership occurs when the document (usually "bill of lading") for picking up the subject matter is delivered [27].
The problem of chattel ownership seems simple, but sometimes it becomes an important factor in determining American assets in the procedure of Chapter 15, which affects the rights and interests of all creditors in the bankruptcy procedure [28]. When dealing with transnational bankruptcy cases, when confirming whether a property located in the United States belongs to the debtor, in addition to the above three points, we must also pay attention to the lien of the warehouse and the lien of the ownership seller stipulated by American law.