Piercing the corporate veil describes a legal decision to treat the rights or duties of a corporation as the rights or liabilities of its shareholders or directors. Courts must first decide the matter of allowing the plaintiff to allow the corporation to be treated as a separate legal person. In particular who is solely responsible for the debts it incurs and the sole beneficiary of the credit it is owed.
In this analysis we consider SOP for accounting and any thing available for mandatory reporting requirements. Clarity is important in an accredited investments and demands subject matter fact gathering. A big question is in determining if the corporation sold their interest in the asset, and transfered the subject loan? This is likley answered n advance by plaintiffs own admission found in public records and documents. The party, who originated the subject loan or claim interest in an unrecorded assignee, is the immediate successor who did transfer whole, the entire mortgage loan receivable. Now that same corporation is returning to claim the asset. The business trust’s affairs are by operation of the trustees and each appointed by a sponsor of the trust. The trustees are always a bigger Bank national Association as the “property trustee,” US Bank Trust NA is listed as a Delaware Trustee” and three or more individual trustees, or “administrative trustees,” who are employees or officers of or affiliated with US Bank.
The property trustee will act as sole trustee under the declaration of trust for purposes of compliance with the trust indenture act. This is to mean the trustee designated will also act as Trustee under the Guarantee and the Indenture. See “description of the Guarantee” in PPM and or Pooling & Servicing”. Unless an event of default under the indenture has occurred and is continuing at a time that the trust owns any “JSNH” the holders of the common securities will be entitled to appoint, remove or replace the property trustee and/or the Delaware trustee.
The property trustee and/or the Delaware trustee may be removed or replaced for cause by the holders of a majority in liquidation amount of the trust preferred securities.
In conclusion , holders of a majority interest in liquidation amount of the trust preferred securities will be entitled to appoint, remove or replace the property trustee and/or the Delaware trustee if an event of default under the indenture has occurred and is continuing.