Whether a corporate agent's fraudulent intent can be imputed to the corporation under 11 U.S.C. § 548(a)(1)(A) even if the agent was not 'in a position to control' the challenged transfer

QUESTION PRESENTED Under 11 U.S.C. § 548(a)(1)(A), a bankruptcy trustee may avoid a transfer if the debtor “made such transfer . . . with actual intent to hinder, delay, or defraud any entity.” When the debtor is a corporation, which can act only through its agents, courts look to the intent of those agents to discern whether this mens rea element is satisfied. In this case, involving the failed leveraged buyout (LBO) of the Tribune Company, the trustee, suing on behalf of Tribune retirees and creditors who recovered pennies on the dollar in Tribune’s inevitable bankruptcy, alleged that Tribune’s chief executive officer and other highranking officers acted with fraudulent intent in engineering and executing the LBO. Among other things, the trustee alleged that senior management had concocted bogus projections, lied to the board of directors, and engaged in a host of other fraudulent activity. The district court, affirmed on this ground by the court of appeals, nevertheless held, as a matter of law, that senior management’s fraudulent intent could not be imputed to Tribune for purposes of a Section 548(a)(1)(A) claim. In the lower courts’ view, because a special committee of the board of directors, and not senior management, “controlled” the final decision to make the fraudulent transfer, only the special committee’s intent was relevant for imputation purposes. The question presented is whether a corporate agent must be “in a position to control” the challenged @) ii transfer for her intent to be imputable to the corporation under Section 548(a)(1)(A).