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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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AML had any actual corporate duties or responsibilities, these were carried out by Access’s New
York office (or AIA Europe’s London office at the direction of the New York office), such that
the jurisdictional contacts of Access in New York should be imputed to AML. See Van Egeraat,
2009 WL 1209020, at *2–4; see also In re Nat’l Audit Def. Network, 332 B.R. at 905–06 (Bankr.
D. Nev. 2005) (“[A foreign party] may not avoid jurisdiction in the United States by
conveniently interposing a subsidiary between its acts and the debtor.”).
AML is also subject to jurisdiction because it is a mere department of Access’s New
York office. The threshold inquiry of common ownership is satisfied because AML was
majority owned by Littaye and Villehuchet and, therefore, was owned by the same parties as
Access’s New York office. 33 The other factors of the mere department test are similarly satisfied
because AML was as an entity with no employees that nonetheless earned substantial fees from
Luxalpha and Groupement in connection with investment services purportedly provided by AML
to these funds. AML was able to earn such fees because it was dominated and controlled by, and
financially dependent on, Access’s New York headquarters which operated AML and the other
“reporting, performance analysis” performed by Litttaye and compliance performed by Delandmeter. (Id.)
Likewise, another Access document notes that Access had offices and employees in New York, London, and Paris,
but that “Luxembourg is only a legal entity.” (Pergament Decl. Ex. 105 at 13.) A 2008 contact list for various
Access entities, including AML, shows only Littaye with a phone number associated with AML, and lists only
Littaye and Delandmeter (who are both subject to the Court’s jurisdiction) with any Luxembourg contact
information. (Pergament Decl. Ex. 109.) And numerous organizational charts prepared by Access reveal that the
risk management functions that AML purported to perform were actually conducted by employees and directors of
Access’s New York office. (See Pergament Decl. Exs. 153; 98 at 8; 154.)
33 From its inception as AIA (Lux) in 2003 through its renaming as “AML” in 2008, AML was ultimately majorityowned
by Littaye and Villehuchet. When AIA (Lux) was formed in 2003, AIA Inc. owned 50% while AIA Europe
owned 30%--each of which was ultimately owned by Littaye and Villehuchet. (Pergament Decl. Exs. 94 at 6; 136.)
The remaining 20% was owned by Banque Degroof Luxembourg S.A. (“Banque Degroof”). (Pergament Decl. Ex.
94 at 6.) In February 2007, Littaye, Villehuchet, and Banque Degroof created the Luxembourg-based Access entity
AP (Lux). (Pergament Decl. Ex. 96 at 1.) Littaye and Villehuchet each owned 40% of AP (Lux), and Banque
Degroof owned the remaining 20%. (Id. at 7.) In March 2008, AP (Lux) purchased all of AIA Inc. and AIA
Europe’s shares of AIA (Lux), thereby becoming the owner of 80% of AIA (Lux). (Pergament Decl. Ex. 155 at 1.)
AP (Lux) maintained its eighty percent ownership of the company after AIA Lux changed its name to AML in
August 2008. (Pergament Decl. Ex. 95 at 3.) And according to Access’s July 2011 Corporate Ownership Statement,
AML is owned 40% by Littaye-controlled entity Dalestrong, 40% by Ms. Villehuchet, and 20% by Banque Degroof.
[S.D.N.Y. ECF No. 5 at 3.]
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