Sunday, October 15, 2017

CLLA Programs at NCBJ: Bankruptcy and the Supreme Court, Debtor Asset Protection Trusts and Jevic--The Inside Story

Stephen W. Sather
Barron & Newburger, P.C.
Austin, TX


The Commercial Law League presented a full slate of programs at the National Conference of Bankruptcy Judges in Las Vegas this year.   The program lead off with a luncheon including the presentation of the Lawrence King Award and a Keynote Address by Erwin Chemerinsky and then moved to two panels on Debtor Asset Protection Trusts and Jevic--The Inside Story.  Taken together the programs offered a deep dive into all things bankruptcy and insolvency related.

The King Award

The CLLA presented this year's Lawrence King Award to Prof. Nancy Rapoport of the University of Nevada, Las Vegas School of Law.

Nancy Rapoport is the Special Counsel to the President of the University of Nevada, Las Vegas, the Garmin Turner Boyd Professor of Law at the William S. Boyd School of Law and an Affiliate Professor of Business Law and Ethics at the Lee Business School.    She has served as Dean or interim Dean of three separate law schools.   


She received the Distinguished Alumna Award from Rice University.  

Prof. Rapoport is a recognized expert in ethics.    She is the author of Enron and Other Corporate Fiascos:  The Corporate Scandal Reader and appeared in the Academy Award nominated move Enron:  The Smartest Guys in the Room.   She is currently serving on the Fee Review Committee in the Caesars Entertainment Operating Co., Inc. bankruptcy.    

She is also a Board Member of the National Museum of Organized Crime and Law Enforcement (the MOB Museum).   In her spare time, she competes, pro-am, in American Rhythm and American Smooth ballroom dancing.   

In her introduction of Prof. Rapoport, Wanda Borges of the CLLA quoted her as saying, "My parents taught me everything.  They taught me how to live a moral life."   Wanda quoted the President of UNLV as saying, "If she was a superhero, her power would be enthusiasm."

In receiving the award, she said she was "flabbergasted but not speechless."    She went on to offer two true confessions:  that she took bankruptcy pass/fail and never took professional responsibility.  She said she had no interest in bankruptcy and intended to be a securities lawyer--until she began to work as a securities lawyer.

Prof. Rapoport Accepts the King Award
Prof. Rapoport said "I have built a career out of the intersection of bankruptcy law and professional responsibility.  I love bankruptcy law.  I love that bankruptcy lawyers find ways to make the pie bigger.   I love the people."    She also said that "good lawyers have the ability to change the world for the better."

Finally she said  "We are at a pivotal point for the practice of law.   Our margins are tighter.   Think about where the practice of law should go."    She said that she teaches law students that it is more important to listen to the other side than to push your own position.

On a personal note, I have enjoyed attending many continuing legal education programs where Nancy spoke.   She spoke on legal ethics at the very first Commercial Law League meeting that I attended.  Although she is kind of a big deal, she came and presented a showing of The Smartest Guys in the Room  to the Austin Bankruptcy Bar.    Her ability to include clips from lawyer movies in her ethics presentations has given me many laughs while making good points.  Finally, I am amazed by the pictures she posts on Facebook of her ballroom dancing exploits. 

 Erwin Chemerinsky on the Supreme Court

The Commercial Law League of America presented a keynote address from Dean. Erwin Chemerinsky, of UC Berkeley Law School at its annual luncheon.  Dean. Chemerinsky discussed his main area of expertise in a talk entitled The Supreme Court:   Appointments to and Statutory and Constitutional Interpretation by the Court in Bankruptcy Cases.   He spoke for over an hour without notes.

He started by talking about the place of bankruptcy cases in the Supreme Court's jurisprudence.  Although bankruptcy cases outnumber every other case in the federal system, the Supreme Court only takes two or three bankruptcy cases in a given term.   He noted that of the current justices on the court only one had served as a trial court judge and several justices had never argued a case in any court before being appointed to the Supreme Court.   As a result, the Court is taking fewer and fewer cases.   For much of the 20th Century, the Court heard as many as 200 cases a term.  Last term the Court heard only 59 cases (not counting cases decided without argument). 

The bulk of his talk discussed the battle between the formalists and the realists on the Court.  He offered three theses:  1)  we have and are likely to continue to have a conservative Supreme Court; 2)  the conservatives and some of the liberals tend to be quite formalistic; and 3) this trend is undesirable.  


A Conservative Court

Since 1971, the Supreme Court has had five to eight justices appointed by Republican presidents.  With the death of Antonin Scalia, the Court was split 4-4 for a brief period of time.   This led to a remarkable fight in Congress.   In recent years (I missed the exact number), there have been twenty-four justices nominated during the final two years of a president's term.  Of those, 21 were confirmed and three were voted down.  However, until the nomination of Merrick Garland, there had never been a nominee who was simply ignored.   Until the nomination of Neil Gorsuch, no nominee had ever been filibustered.   The Senate had to change its rules to end the filibuster by a majority vote.  

Dean Erwin Chemerinsky
Justice Gorsuch appears to be very conservative.   Since taking the bench, he has voted with Clarence Thomas 100% of the time.  In contrast, Antonin Scalia only voted with Thomas 81% of the time.   The Court's current makeup consists of three consistently conservative justice (Alito, Gorsuch and Thomas), one most conservative justice (Roberts), four consistently liberal justices (Breyer, Ginsberg, Kagan and Sotomayor) and Anthony Kennedy as the swing vote.   Justice Kennedy votes with the majority 97% of the time.  Eliminating unanimous decisions, he still sides with the majority 94% of the time.   The Dean tells his students to shamelessly pander to Justice Kennedy in their Supreme Court briefs.

The age of the current justices indicates that conservative domination is likely to continue for decades.    Since 1960, the average age where justices retired from the court was 78.  Three of the liberal/swing justices are currently over 78 (Ginsberg, Breyer and Kennedy).   In contrast, three Republican appointees are likely to serve for an additional fifteen years (Alito, Thomas and Roberts) while Justice Gorsuch could possibly serve as many as forty years.   Thus, the Court is likely to remain very conservative for decades to come.

Formalists Formulate More Opinions

Dean Chemerinsky said that the conservatives and some liberals tend to be very formalistic.  Formalism is the view that judges take undisputed legal premises and apply them to the facts.   Formalism is often dominated by "plain meaning" analysis.    Formalism was the dominant approach to constitutional law through the 19th Century when the legal realists tried to blow it up. The legal realists argued that there are political decisions which form the basis for so-called undisputed legal premises so that courts should look at the values being served rather than pretending to apply neutral principles.  However, formalism is alive and well in the Supreme Court, especially when it comes to bankruptcy decisions.

Formalism in Statutory Interpretation

Dean Chemerinsky argued that Henson v. Santander Consumer USA, Inc., 137 S.Ct. 1718 (2017) was an example of formalism.   The question was whether the FDCPA should apply to anyone who has purchased debts.   The Court ruled that it did not apply to creditors who purchased debts prior to default.   He described this as very formalistic.   He said that formalism rejects consideration of the legislative purpose, let alone the legal history.    The definition of "debt collector" under the FDCPA includes a person who regularly collects or attempts to collect debts owed to another.  He claimed that it was just as reasonable to construe this provision to anyone who collects debts.   He said that the purpose of the statute would be furthered by applying it to all persons who collect debts.   (I'm not sure I buy that analysis, but he is a really smart guy).   

In Midland Funding, LLC v. Johnson, 137 S.Ct. 1407 (2017), the Court was asked whether a proof of claim filed on a debt that was barred by the statute of limitations violates the FDCPA. There is nothing in the Bankruptcy Code which bars the filing of a time-barred debt.    According to Dean Chemerinsky, Justice Breyer wanted to take a plain meaning approach to what is false, deceptive, misleading, unfair, or unconscionable.  However, Justice Sotomayor, in dissent, was concerned by the fact that the courts were being "deluged" with bad debts.       The professor asked why it wouldn't be unfair to file a debt that the creditor knew was time-barred?

Going back a few years to Law v. Siegel, 134 S.Ct. 1188 (2014) a debtor sought to fraudulently invent liens which would keep the value of his property within the California exemption limit.   The Bankruptcy Court would have denied the exemption based on the fraud.   However, a unanimous Supreme Court reversed based on the plain language of Sec. 522.   He said that the formalists don't want to focus on the consequences of the decision and instead look just at the plain meaning.   

On the other hand, Marrama v. Citizens Bank, 549 U.S. 365 (2007) was a functional decision.   The Bankruptcy Code said that a debtor had an absolute right to convert to chapter 13.   The liberal justices said that it would be a waste of time to allow a debtor to convert to chapter 13 if the case would just be converted back to chapter 7.   The four conservatives said just follow the statute.

Dean Chemerinsky said that it is impossible to reconcile Law v. Siegel with Marrama.  

Formalism in Constitutional Analysis

Prof. Chemerinsky described Northern Pipeline Construction Co. v. Marathon Pipeline Co., 102 S.Ct. 2858 (1982) as one of the worst cases decided by the Supreme Court.    The issue was whether a Bankruptcy Court could enter a final judgment on a state law claim between two non-bankrupt parties.   The Court voted 6-3 to strike down the jurisdictional scheme of the original Bankruptcy Code.   However, no opinion commanded a majority.   He said that Justice Brennan's plurality opinion was the epitomy of formalism.  It gave no reasons why judges appointed under Article I could not rule on state law matters.  After all, he asked, who normally rules on state law matters?  State courts.  State judges do not have life tenure.

However, the subtext of the opinion had nothing to do with bankruptcy. It was the Reagan era.  Congress was seeking to restrict the authority of courts to consider hot button issues, such as abortion and school busing.   In Northern Pipeline, the Supreme Court sent a message to Congress that if it attempted to restrict its jurisdiction, it would be unconstitutional.   After Northern Pipeline, the Court took a functional approach in cases such as Commodity Futures Trading Commission v. Schor, 478 U.S. 833 (1986) where they considered where a grant of power to a non-Article III court would undermine the Article III judiciary.   

The Court veered back into formalism with Stern v. Marshall, 131 S.Ct. 2594 (2011).   Chief Justice Roberts' majority opinion could not have been more formalistic.    While the majority acted as though practical consequences didn't matter, Justice Breyer's dissent was focused on the confusion that would result from the opinion.

Four terms later the Court backed away from formalism when it decided Wellness International Network, Ltd. v. Shariff, 135 S.Ct. 1932 (2015).  The issue was whether an Article I Bankruptcy Judge could render a final judgment with consent.  By a vote of 6-3, the Court said yes.   Justice Sotomayor's majority opinion followed the Schor case's doctrine that delegation to a non-Article III tribunal was only unconstitutional when it undermined the Article III courts.   The difference between Stern v. Marshall and Wellness was that Justices Alito and Kennedy changed their minds.   Why did they do this?   It had nothing to do with bankruptcy.  Rather, both Justices were concerned about Magistrate Judges.   If Stern was followed to its formalistic conclusion, it could render Magistrate Judges unconstitutional as well and both justices had previously written opinions upholding Magistrate Judges.

Dean Chemerinsky cautioned that Wellness will not put formalism to rest.   The Court vacillates between formalism and functionalism from case to case.

The Critique of Formalism

The legal realists offered a critique of formalism a century ago.  Formalism provided a false certainty.   Do fixed legal principles really provide answers with certainty?   Formalism makes it look like the justices are not deciding how a case should turn out; it hides what's really happening.

Dean Chemerinsky suggested that we should be asking what was Congress's purpose?   In his view, the Court got Congress's purpose wrong in both Henson and Midland Funding.   He said that there was no good reason to object to bankruptcy courts deciding state law issues.

In conclusion, he asked, what should we do?   He said that academics need to explode the myth of formalism.   The Dean said that he hoped that the academic criticism of Stern v. Marshall caused Justices Alito and Kennedy to back away in Wellness.

In the meantime, lawyers and judges should be aware that the Supreme Court is going to be receptive to formalistic arguments for a long time to come.   The take-away he said is the what if?   What if Hillary Clinton had defeated Donald Trump?  What if there had not been hanging chads in Florida in 2000?  What if John Kerry had been elected?   The Supreme Court would have looked much different today.   The bottom line is that elections matter.   And then he sat down.

Note:  I did not use direct quotes in this article because I was not confident in my note-taking.  In some passages, I added or rearranged words to better reflect the sense of what Dean Chemerinsky was saying when my notes came off as wooden and jerky.   Dean Chemerinsky was anything but wooden and jerky so I did not want to portray him in that way.  However, I am pretty sure that the last sentence of his address is pretty close to verbatim.    

Asset Protection Trusts--How to Make Them and How to Break Them

Asset Protection Trusts--How to Make Them and How to Break Them examined a phenomenon emerging in the laws of several states, including Nevada.   This panel was moderated by Ron Peterson of Jenner & Block with Neal Levin of Freeborn & Peters, Judith Greenstone Miller of Jaffe Raitt Heuer  Heuer & Weiss, P.C., Rebecca Hume of Kobre & Kim, and Judge Brian F. Kenney of the U.S. Bankruptcy Court for the Eastern District of Virginia.

To receive a copy of the materials for this program, please send an email to ssather@bn-lawyers.com.

According to Judith Greenstone Miller, there are now seventeen states that allow Debtor Asset Protection trusts ("DAPs").    Some states have a statute of limitations as short as eighteen months to challenge a DAP while others may allow up to four years or more for an existing creditor that did not have knowledge of the transfer.   Some states require an affidavit of solvency.

Michigan was the seventeenth state to allow DAPs in March 2017 and amended the Uniform Fraudulent Transfer Act (UFTA) to exempt a "qualified disposition."    There are also variations in state law between those following the Uniform Fraudulent Transactions Act (UVTA) and the Uniform Voidable Transfers Act.   While UFTA does not have a specific choice of law provision, UVTA does.

Ms. Miller explained that DAPs require giving up control and that high net worth indiiduals don't like to give up control.    DAPs are attractive to individuals with plenty of assets now who fear future liabilities such as doctors.

In Michigan, DAPs must be irrevocable.   The Trustee must reside in Michigan.   The settlor must execute an affidavit that the transfer of assets into the trust will not render them insolvent and that they are not subject to pending litigation other than as described.     They may retain the power to direct investments and request distributions of income and principal although they cannot demand a distribution.   The sole means to challenge a DAP is to bring an action under the UVTA by clear and convincing evidence.      The statute of limitations in Michigan is shortened from six years to two years, although it starts at the time of the qualified disposition.   If a claim arises after the disposition, the statute of limitations is two years from when the claim arises.   Beyond the state statute of limitations, the only resort is to Sec. 548 of the Bankruptcy Code for actual intent to hinder, delay or defraud.   If a transfer is set aside, the property reverts to the settlor and only to the extent necessary to satisfy the claim.  

Neal Levin described Nevada's DAP law, which he described as an "absolute shield" for assets.  It has been around since 1999 and has a two year statute of limitations with a six month discovery rule.  There is no requirement for an affidvait of solvency.   The burden of proof is clear and convincing evidence. Additionally, the settlor retains incredible control over the trust assets.   He said that the only exception to the Act's protections is an action under the UVTA.

Judge Brian F. Kenney described the Virginia law as being one of the least protective.  He said that his state statute says that a transfer is not voidable solely because is was made to a self-settled trust without consideration.   As with the law of several other states, Virginia's statute contains a provision shielding professionals who structure a transfer from liability.    However, at the same time, Virginia adopted a statute providing for sanctions against any party within its jurisdiction who transfers assets with knowledge of a judgment.   Thus, there is some conflict in the law.

Rebecca Hume came all the way from the Cayman Islands to discuss foreign asset protection trusts which she described as a war between the world and the debtor's assets with a gate that only the debtor has a key to.   She described the Cook Islands as the worst jurisdiction for creditors with the Island of Nevis close behind.   The law of the Cayman Islands provides that issues relating to Cayman Islands trusts must be governed by the law of the Cayman Islands and that any order of a foreign court attempting to assert control over a Cayman Islands trust would be unenforceable.   In the Cook Islands, a claim must be brought within two years of when the transfer was made.   The creditor must prove a fraud beyond a reasonable doubt.   Further, the creditor must hire a lawyer in the Cook Islands and may not enter into a contingent fee arrangements.   She said she knew of only one case where a Cook Islands Trust was set aside. 

Judge Kenney said that Sec. 548(e) was added to the Code to address the problem of DAPs.   He said that it allows a ten year lookback for a self settled trust and requires an intent to hinder, delay or defraud.    This standard relies on the traditional badges of fraud analysis.     The Trustee has two years to commence an action but that the statute could be equitably tolled.

Ron Peterson asked Judge Kenney what he could do to a debtor who was ordered to repatriate assets from a Cook Islands Trust but refused to do so.   He said that under Sec. 105(a), he has the power to enforce his orders.   He said that as a practical matter, incarceration for civil contempt will often be referred to the U.S. District Court because the District Court has more tools available to deal with incarceration.   In one case, a debtor named Sala raised the defense of impossibility but the Court ruled that where is the impossibility is self-created, the defense would be rejected.   He described it as a game of chicken between the debtor who is willing to sit in jail without giving up his funds and the Court that keeps him there.

In U.S. v. Grant, Neal Levin said that the settlor's widow raised the impossibility defense saying "I asked for the money back but they said no."   The Court found that this was not sufficient to purge the contempt. 

Mr. Levin pointed out that one-third of the world's wealth is kept in off-shore jurisdictions.    He said that it was important to work with professionals in the affected jurisdiction.  

Ms. Hume said that many offshore jurisdictions allow the settlor to retain great control over the trust and would only impose an independent trustee when "things get dicey."  She said that settlors frequently retain the policy to change the trustee.   She pointed to a court of appeals decision which required a settlor to disclose where trusts were located and what was within them.   She described a Privy Council decision where a settlor had a power to revoke the trust but refused to exercise that power.   The Council held that it could appoint a receiver over the power of revocation which allowed the trust to be revoked and the money collected.

Mr. Levin talked about how most wire transfers pass through New York banks.   Because these banks are in the United States, the U.S. Courts have jurisdiction over them and they can be brought into the case. 

Ron Peterson pointed out that the U.S. has treaties with countries such as Switzerland and that the U.S. Attorney can be brought to enforce the treaty in limited instances.

Mr. Levin pointed out that on the other side are "the forces of evil" such as foreign judges who view their responsibility as limited solely to enforce their laws and foreign professionals who want to protect their fees.    He also said that the United States is now considered to be the largest recipient of offshore funds as foreign citizens are transferring funds to DAPs in the United States.  He described the problem of professionals helping people conceal their assets as a "pervasive problem."

Ms. Hume pointed out that the Cayman Islands are now parties to various statutes requiring disclosures of cash transfers so that there is greater transparency and less advantage to hiding assets in the Cayman Islands.

 The main take-away from the panel was that when dealing with DAPs or offshore trusts, the key is to engage qualified professionals who understand the local law in order to avoid committing malpractice whether trying to set up one of these vehicles or challenging one.


Jevic--The Inside Story and the Impact on Future Chapter 11s

Jevic--The Inside Story and the Impact on Future Chapter 11s featured participants from the case offering their perspective on the case and what it meant.   Dan Dooley of MorrisAnderson was the Chief Restructuring Officer for Jevic.   Domenic Pacitti of Klehr Harrison was Debtor's counsel.   Rene Roupinan of Outten & Golden represented the WARN Act claimants.   The panel was moderated by Judge Gregg W. Zive (Bankr. D. Nev.).    

I have previously written about Jevic here.     To receive a copy of the materials for this program, please send an email to ssather@bn-lawyers.com.

Jevic Holding Company was a trucking company based in New Jersey.   It had been acquired by Sun Capital and was financed by CIT Group.    CIT requested that the debtor liquidate itself in Chapter 11.   The Debtor apparently gave WARN Act notices.   However, New Jersey had its own state statute which was stricter than the national statute.

When the case was filed, the CRO Dan Dooley, negotiated a wind-down budget which included $3.0 million for paying accrued wages and related payroll obligations.   After the company was liquidated, the Debtor was holding $1.7 million which was subject to Sun's lien (it was also a secured creditor).   There were two other important pieces of litigation.   The WARN Act claimants sued the Debtor and Sun Capital.  They alleged that the Debtor and Sun were a unitary employer.   The Official Committee of Unsecured Creditors sued Sun and CIT to unwind the leveraged buyout as a fraudulent transfer.     

Eventually a settlement was reached where Sun allowed the $1.7 million to be used to pay creditors and CIT paid another $2.0 million to cover priority and administrative claims.  However, in the settlement Sun did not want any money to go to the WARN Act claimants because they were also suing Sun.  As a result, a structured dismissal was set up which provided that the settlement funds would be paid to creditors but not to the WARN Act claimants.   This involved skipping over the WARN Act claimants' priority claims.   

The Bankruptcy Court approved the structured dismissal and the Third Circuit affirmed under the "rare circumstances" doctrine.   The Supreme Court reversed finding that a debtor could not violate the priority scheme under the Bankruptcy Code in a non-consensual an end of case distribution.  The Court left open the possibility that paying creditors out of sequence would be allowed in cases such as paying employee wage claims and critical vendor claims where doing so would advance Code-related goals.

Mr. Pacetti (the Debtor's lawyer) explained that they used a structured dismissal because there are only three ways to end a chapter 11 case--a plan, conversion or dismissal.  11 U.S.C. Sec. 349(b) says that the parties shall revert to the status quo ante unless the court "orders otherwise."  The structured dismissal was an attempt to have the court "order otherwise."    

Judge Zive focused on the Court's reference to allowing priorities to be skipped based on a Code-related objective.   He raised the case of Motorola, Inc. v. Official Committee of Unsecured Creditors (In re Iridium Operating, LLC), 478 F.3d 452 (2nd Cir. 2007).   In Iridium,  the debtor had claims against its parent, Motorola, and Motorola had administrative claims against the estate.    In settlement of other litigation, a fund of money was created to fund a litigation trust to sue Motorola.  Any money remaining in the litigation trust would go to the unsecured creditors.  Motorola objected to diverting funds which could have paid its administrative claim to the trust.   The Second Circuit generally found that the settlement was permissible because having a well-funded creditors' trust would increase the value of the claims against Motorola.  However, it remanded for an explanation of why the residual funds in the trust would go to the unsecured creditors instead of being distributed in priority order.

Mr. Dooley stated that the Code-related objective here was maximizing the pie.

Judge Zive said that other areas where priority-skipping would be allowed would be wage orders, critical vendor motions and roll-ups as part of DIP financing.   He said these are all orders that allow the case to proceed.   

Ms. Roupinan was asked how Jevic would change WARN Act litigation.   She said that requiring parties to follow the absolute priority rule would provide clarity and predictability and improved ability to negotiate.

Mr. Pacetti said that in skipping priorities, it was important to consider what the stage of the case is.  First day motions will get greater latitude than end of case distributions.  He also stressed the importance of making an evidentiary record.

Judge Zive seconded this notion stating that any time you want the court to do something you should provide sufficient facts.  He gave the example of routine motions for cash management and continuing bank accounts which could result in de facto sustantive consolidation.  

Ms. Roupinian asked whether priority-skipping would be ok if all parties consented.   She asked what would happen if the U.S. Trustee was the only party objecting.

Judge Zive replied that the policy of the U.S. Trustee is not the Bankruptcy Code.  He said that "if everyone is consenting, I don't have a problem with that."   However, he focused on what constituted consent?   He said that if a party is given notice and fails to object, they have waived their objection.

Mr. Dooley said that the take-away from the case was that it was really about the absolute priority rule, not structured dismissals.

Judge Zive said that one of the problems with Jevic was that there was no going concern value to protect and no jobs.  As a result, the Code-related objective was much weaker.   A few moments later, he emphasized that priority skipping can be allowed to protect going concern value, jobs, etc. but that "there has to be a significant reason."   

The panel also discussed gifting, that is, where one creditor gives up value so that it can go to a creditor with lesser priority.   Judge Zive pointed out In re LCI Holding Co., 802 F.3d 547 (3rd Cir. 2015) where lenders acquired the debtor's asset via a credit bid but deposited funds in escrow for professional fees and paid some funds directly to unsecured creditors.   Where the funds were paid directly by the secured lender, they were never property of the estate and thus the court had no jurisdiction over them.  

Mr. Pacetti that lawyers should cut deals earlier in the case and read Jevic for what it says.   However, Ms. Roupinian said that parties should either follow the absolute priority rule or get consent.

Judge Zive said that courts would be skeptical about non-consensual priority-skipping and that lawyers should get the evidence that shows why the settlement is proper.

Mr. Dooley said that doing priority skipping "requires real proof."   He also said that structured dismissals must be squeaky clean and that first day orders may be more carefully examined.  He said that the ruling will embolden the U.S. Trustee.   

The take-aways from the panel were build your evidentiary record, identify a Code-related objective and do your deal at a time when it will still advance the reorganization.


Wake Up and Run

Although it is not an official CLLA event, the Benrstein-Burkley firm, who are active league members sponsored the 8th Annual Wake Up and Run at NCBJ.   About one hundred runners to the Las Vegas strip before dawn on Tuesday October 10th.  I have been to all of these runs and really enjoy the chance to get out and see the various cities where NCBJ is held.  





 

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