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10-04285-brl Doc 127 Filed 08/17/12 Entered 08/17/12 14:29:55 Main Document
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The relationship between AIA Europe and Access’s New York office also meets all of
the other criteria that courts consider when determining whether an entity is the mere department
of a related entity, namely, financial interdependence, interference with personnel and disregard
for corporate formalities, and control over operational and marketing policies. Van Egeraat,
2009 WL 1209020, at *2. First, AIA Europe’s London office served as Access’s “back office”
with respect to Luxalpha and Groupement, and served in a support role to Access’s New York
office. (Am. Compl. 23.) Its duties included calculating the NAV, maintaining shareholder
registries, and instructing banks to transfer and hold monies. (Pergament Decl. Ex. 125.) AIA
Europe would not have had any purpose without the activities of Access’s New York office, and
those of its co-founders Littaye and Villehuchet, who marketed Luxalpha, Groupement, and
other BLMIS feeder funds to investors and directed such activity to BLMIS in New York. AIA
Europe was thus financially and operationally dependent on its New York affiliate.
Second, Littaye, Villehuchet, and Access failed to observe corporate formalities with
regard to AIA Europe, including interference with personnel. For example, Access principal and
Defendant Theodore Dumbauld stated he “theoretically worked for multiple Access entities,”
and although he was paid by AIA LLC, he also “had contracts” with several Access entities,
including “a London-based entity,” which is AIA Europe. (Pergament Decl. Ex. 88 at 29:6–16.)
Similarly John Baker, an AIA Europe employee based in London, had email addresses that
indicated that he worked for AIA LLC, AML, and generally for the Access Group. (Pergament
Decl. Exs. 107-109.) Notes from the December 2004 Quarterly Strategic Meeting show that
Dumbauld was seeking to hire a new staff member in New York because the AIA Europe office
in London was not caught up on its back office work, and Bill Rapavy, a New York employee,
was also overworked. (Pergament Decl. Ex. 144 at 2.) Notes from the July 2005 Quarterly
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