BAKER & HOSTETLER LLP 45 Rockefeller Plaza New York, New ...

10-04285-brl Doc 127 Filed 08/17/12 Entered 08/17/12 14:29:55 Main Document
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� Entitled to receive from Luxalpha’s portfolio manager “remuneration . . . consisting
of a fixed fee and a performance fee” (Pergament Decl. Ex. 134 at 3.)
o Also served as official investment advisor to Groupement from 2007 through the collapse
of BLMIS (Pergament Decl. Exs. 135 at 2.)
� Entitled to receive part of the management fees and performance fees received by
Groupement’s investment manager (Id. at 3.)
� AP (Suisse)
o Served as official investment manager of Groupement beginning in August 2007, taking
over this role from AIA Ltd. (Am. Compl. 25; Pergament Decl. Exs. 135 at 2.)
� Entitled to receive a performance fee and a management fee from Groupement in
connection with this role (Pergament Decl. Exs. 135 at 2.)
4. AIA Europe Is Further Subject to Jurisdiction Because of Its Mere
Department and Agency Relationships with Access’s New York Office
This Court also has jurisdiction over AIA Europe because it was as a mere department of
the Access’s New York office and because of its agency relationship with that office.
The threshold issue for mere department analysis, common ownership, is satisfied
because AIA Europe and Access’s New York-based entities, AIA LLC and AIA Inc., were
ultimately owned by the same parties: Littaye and Villehuchet. See Van Egeraat, 2009 WL
1209020, at *2. 29
29 AIA LLC was a wholly owned subsidiary of AIA Inc. (Corporate Ownership Statement [S.D.N.Y. ECF No. 5 at
3.]) AIA Inc. itself was ultimately owned by Littaye and Villehuchet; together, they were the ultimate exclusive or
near-exclusive shareholders of AIA Inc. until it dissolved in July 2010. (Pergament Decl. Exs. 136, 137.)
Villehuchet directly owned his shares of AIA Inc. (See Pergament Decl. Ex. 138.) Littaye owned his shares through
intermediaries—first through EarthStreet Ltd. (“EarthStreet”) and later through Dalestrong Ltd. (“Dalestrong”)—
both entities which he controlled. (Pergament Decl. Exs. 136; 137; 139 at 2.) Although Access principal Theodore
Dumbauld appears to have possessed a 4% stake in AIA Inc. for a period of time (see Pergament Decl. Ex. 137,) this
does not change the mere department finding. See e.g., ESI, Inc., 61 F. Supp. 2d at 52 (90% common ownership
sufficient); Jayne v. Royal Jordanian Airlines Corp., 502 F. Supp. 848, 852, 859 (S.D.N.Y. 1980) (88% common
ownership sufficient). Separately, Access’s own documents state that AIA Europe’s ownership was “identical” to
that of AIA Inc. (Pergament Decl. Ex. 140.) This is confirmed by public documents, which disclose that AIA
Europe was owned 50% by Villehuchet and 50% by Littaye through Dalestrong. (Pergament Decl. Ex. 141.)
Further, several of AIA Europe’s annual reports refer to Littaye and Villhuchet as “the ultimate controlling party.”
(Pergament Decl. Exs. 142 at 13; 143 at 12.)
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