American Tool & Mold, Inc.

UNITED STATES BANKRUPTCY COURT
MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION
www.flmb.uscourts.gov
In re: 	Chapter 11
AMERICAN TOOL & MOLD,
INC, et al.1
Case No. 8:26-bk-04159-LER
Jointly Administered
Debtors.
/
MEMORANDUM OPINION AND ORDER APPROVING
DEBTORS’ EMERGENCY APPLICATION TO EMPLOY
OSCHER CONSULTING, PLLC AS INDEPENDENT DIRECTOR
THIS CASE came on for emergency hearing on July 7, 2026, on the
Notice of Appointment of Independent Director for Each Debtor and Emergency
Application of Debtors and Debtors-in-Possession for the Entry of an Order
Authorizing 	Debtors 	and 	Debtors-in-Possession 	to 	Employ, 	Retain 	and
1 The Debtors in these chapter 11 cases are as follows: American Tool & Mold, Inc., USA
Manufacturing Solutions, LLC (Case No. 8:26-bk-04149), ATM Investment Property
1700, LLC (Case No. 8:26-bk-04148), American Tool & Mold, LLC (Case No. 8:26-bk-
04147), American Technical Molding, Inc. (Case No. 8:26-bk-04146), and American Tech
Medical, Inc. (Case No. 8:26-bk-04161).
ORDERED.
Dated: July 02, 2026
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Compensate 	Oscher 	Consulting, 	PLLC 	as 	Independent 	Director 	(the
“Application”) (Doc. No. 177) filed by American Tool & Mold, Inc., et al. (the
“Debtors”), and the objections filed by EverBank, N.A. (“EverBank”) and the
United States Trustee (Doc. Nos. 190 & 192).
The Court will overrule the objections and approve the appointment of
Lisl 	Unterholzner 	and 	Oscher 	Consulting, 	PLLC 	(collectively, 	“Oscher
Consulting”) 	as 	the 	Debtors' 	independent 	director 	and 	manager 	under
Sections 327(a) 	and 	363(b). 	These 	are 	the 	Court’s 	findings 	of 	fact 	and
conclusions of law under Federal Rule of Bankruptcy Procedure 7052, made
applicable 	to 	this 	contested 	matter 	by 	Federal 	Rule 	of 	Bankruptcy
Procedure 9014.
Background
The Debtors provide mold manufacturing and engineering services,
supplying tooling to clients worldwide.2 EverBank is a creditor of the Debtors
arising from two loans made in July 2025: a loan of $13,246,000.00 and a
working line of credit of $4,000,000.00 (collectively, the “EverBank Loan”),
both secured by all of the Debtors’ assets (the “EverBank Collateral”).3
The Debtors defaulted on the loans right away and EverBank filed an
action against the Debtors in the Circuit Court of the Sixth Judicial Circuit in
2 Doc. No. 10, at 1.
3 Id. at 3.
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and for Pinellas County, Florida,4 seeking to enforce its mortgage and security
agreements 	(the 	“Receivership 	Case”).5 	In 	short 	order, 	the 	State 	Court
appointed a receiver over the EverBank Collateral, effectively dispossessing
the Debtors’ pre-petition management.6
Right before the filing of these cases, the Debtors appointed Joseph
Baum as Chief Restructuring Officer (“CRO”).7 Then, on May 15, 2026, the
Debtors each filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy 	Code.8 	The 	receiver 	thereafter 	returned 	possession 	of 	the
EverBank Collateral to the Debtors, and the Debtors manage and operate their
properties and businesses as debtors in possession.
But, 	on 	May 18, 	2026, 	EverBank 	filed 	its 	Emergency 	Motion 	for
Appointment of Chapter 11 Trustee (the “Motion to Appoint Trustee”) (Doc.
No. 18), which asserts cause exists to appoint a trustee, including gross
mismanagement, financial collapse, and loss of operational control.9 The
Motion to Appoint Trustee is scheduled for trial on July 8, 2026.10
4 EverBank, N.A. vs. ATM Investment Property 1700 LLC, et al., Case Number 25-006757-
CI. (Filed Nov. 26, 2025).
5 Id. at 1-2, 4.
6 Id. at 4.
7 See Verified Declaration of Joseph Baum (Doc. No. 58, at 16-29).
8 11 U.S.C. §§ 101 – 1532 (the “Bankruptcy Code” or the “Code”). Unless otherwise indicated,
all statutory references are to the Bankruptcy Code.
9 Doc. No. 18, at 3.
10 See Order Setting Trial and Establishing Deadlines on Emergency Motion for Appointment
of Chapter 11 Trustee (Doc. No. 80).
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Now, the Debtors seek authority under Sections 363(b) and 327(a) to
employ, 	retain, 	and 	compensate 	Oscher 	Consulting, 	as 	the 	Debtors’
independent director effective June 24, 2026. On that date, the Debtors’ sole
shareholder 	and 	member, 	Emilia 	Giannakopoulos, 	appointed
Ms. Unterholzner to the Board as the Independent Director; assigned all her
rights and authority as a voting member of the Company to Ms. Unterholzner;
and resigned as a voting member of the companies.11
Analysis
The equity of the Debtors has chosen to replace Ms. Giannakopoulos as
the sole director and manager with Ms. Unterholzner, who will serve as the
sole and independent director of each of the corporate Debtors and as the sole
and independent manager of each of the limited liability company Debtors.
This action was taken under the authority of the corporations' bylaws and the
limited liability companies' operating agreements.
Because Oscher Consulting is a "professional person," the Debtors seek
approval of this appointment under Sections 327(a) and 363(b). Both the
United States Trustee and EverBank object to the appointment of Oscher
Consulting, albeit for different reasons.
11 	Nevertheless, 	Ms. 	Giannakopoulos 	intends 	to 	continue 	her 	employment 	without
compensation and remain entitled to reimbursement for out-of-pocket expenses to the extent
approved by the Debtors' CRO, to whom she reports, with her duties, presently limited to
sales, specified in writing by the CRO. Doc. No. 177, at 2.
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EverBank objects to the appointment of Oscher Consulting because, as
they see it, there is "no real need [for] Oscher’s services, as required by
Section 327(a) of the Bankruptcy Code and Bankruptcy Rule 2014."12 Instead,
EverBank suggests, this is but the latest in a series of litigation tactics that
"prioritize 	optics 	over 	genuine 	structural 	reform 	designed 	to 	create 	the
appearance 	of 	independence 	without 	its 	reality, 	while 	insulating 	Emilia
Giannakopoulos and other insiders from any meaningful accountability."13
While sharing similar concerns about Oscher Consulting’s independence,
the United States Trustee principally objects on the grounds that "the sole
means for removing a debtor-in-possession under the Bankruptcy Code is to
appoint a chapter 11 trustee."14
Corporations and limited liability companies are creatures of state law.
Here, the Debtors are Florida corporations and limited liability companies.
And, under both the Florida Business Corporations Act, Fla. Stat. ch. 607, and
the Florida Revised Limited Liability Company Act, Fla. Stat. ch. 605, it is the
equity of the corporation or company, i.e. the shareholders or members, who
12 Doc. No. 190, at 2.
13 Id.
14 Doc. No. 192, at 1.
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are empowered to elect the company's directors or managers.15 It is those
directors or managers who then select a company's officers.16
A 	nonindividual 	debtor-in-possession’s 	right 	to 	change 	their
management structure post-petition is both an appropriate exercise of their
governance rights under Florida law17 and permissible under the Bankruptcy
Code.18 	Aside from the appointment of a chapter 11 trustee, nothing in
chapter 11 	precludes 	a 	nonindividual 	debtor-in-possession 	from 	changing
directors or managers during the pendency of a case.19 Thus, bankruptcy courts
routinely approve a debtor’s employment of independent directors, corporate
restructuring officers, restructuring advisors, and restructuring professionals
under Sections 363(b) and 327(a).20
15 See, e.g., Fla. Stat. § 607.0803 (requiring that directors be elected at the first annual
shareholders’ meeting and at each annual shareholders’ meeting thereafter); Fla. Stat.
§ 605.04072 (providing that managers may be chosen at any time by the consent of the
member or members).
16 Fla. Stat. § 607.08401(1) (“A corporation shall have the officers described in its bylaws or
appointed by the board of directors in accordance with the bylaws”); Fla. Stat. § 605.0109
(proving a limited liability company has the right to “appoint officers, directors, employees”).
17 Supra note 16.
18 See In re K.G. IM, LLC, 620 B.R. 469, 482 (Bankr. S.D.N.Y. 2020)
19 See In re Johns-Manville Corp., 801 F.2d 60, 63 (2d Cir. 1986) (holding that a chapter 11
proceeding did not prevent the right of shareholders to compel a shareholders' meeting for
the purposes of electing a new board of directors); The 1031 Tax Grp., LLC, 374 B.R. 78, 89
n. 11 (Bankr. S.D.N.Y. 2007) (“nothing in the Bankruptcy Code precludes a debtor in
possession from making necessary changes to its management while in bankruptcy”).
20 In re Blue Stone Real Est., Const. & Dev. Corp., 392 B.R. 897, 903 n. 9 (Bankr. M.D. Fla.
2008). See also Kevin J. Carey, et al., D&O Fiduciary Duties for Financially Troubled
Companies: What to Do and What Not to Do, 101017 ABI-CLE 33 (Oct. 10, 2017) (discussing
appointment of CROs and independent directors in chapter 11 cases).
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Section 363(b)(1) provides that a debtor “after notice and hearing, may
use, sell or lease, other than in the ordinary course of business, property of the
estate.”21 	This 	would 	include 	a 	change 	of 	a 	nonindividual 	debtor-in-
possession's directors or managers during the pendency of a case.22 And, in
doing 	go, 	bankruptcy 	courts 	apply 	the 	“sound 	business 	purpose” 	test 	to
evaluate this action.23
Where the proposed independent director and manager is a "professional
person" who will be employed by the debtor, then approval of the employment
should also be had under Section 327(a).24 Under section 327(a), a chapter 11
debtor may employ professional persons “that do not hold or represent an
interest adverse to the estate, and that are disinterested persons" to represent
or assist the debtor in carrying out its duties.25
Here, the Court is satisfied that the employment of Oscher Consulting
as the Debtors' independent director and manager is a sound exercise of the
Debtor's business judgment. As in In re Blue Stone Real Est., Const. & Dev.
21 11 U.S.C. § 363(b)(1).
22 See In re Johns-Manville Corp., 801 F.2d at 64 (noting that shareholders' right to govern
their corporation is a “prerogative ordinarily uncompromised by reorganization” and that
“the shareholders' natural wish to participate in this matter of corporate governance be
respected”). See also Kevin J. Carey, et al., D&O Fiduciary Duties for Financially Troubled
Companies: What to Do and What Not to Do, 101017 ABI-CLE 33 (Oct. 10, 2017) (noting that
bankruptcy courts have approved the appointment of a CRO pursuant to sections 105(a) and
363(b)(1)).
23 In re Delaware & Hudson R.R. Co., 124 B.R. 169, 175-76 (D. Del. 1991).
24 In re Blue Stone Real Est., 392 B.R. at 907.
25 11 U.S.C. §327(a).
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Corp., EverBank's filing of the Motion to Appoint Trustee triggered a voluntary
response that may cure the problems noted in that motion.26 If an immediate
change in management is needed, the Debtors’ equity should not be prevented
from taking immediate action and the Court should not be prevented from
approving 	immediate 	action.27 	The 	Motion 	to 	Appoint 	Trustee 	involves
disputes of fact that require the parties to be given the usual elements of due
process, such as discovery and a trial, and this proposal before the Court
presents an opportunity to address the Debtors' problems right away.28 And it
is in the best interests of the Debtors' estates, creditors and equity holders to
authorize 	the 	Debtors 	to 	appoint 	Oscher 	Consulting 	as 	the 	Debtors'
independent director and manager.
In doing so, for the reasons articulated by Judge McEwen in In re Blue
Stone Real Est., Const. & Dev. Corp.,29 the Court rejects the United States
Trustee's position that a proposed change of management following the filing
of a still pending motion to appoint a Chapter 11 trustee is proscribed by
section 	1104(a). 	The 	approval 	of 	a 	change 	of 	a 	nonindividual 	debtor-in-
possession's directors or managers during the pendency of a case – a change
26 In re Blue Stone Real Est., 392 B.R. at 906 (motion to appoint trustee triggered a voluntary
response likely to cure problems raised in motion).
27 Id.
28 Id.
29 Id. at 905–06.
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permitted by state law – is not prohibited by Section 1104(a).30 And, in the
same vein, a post-petition change of a debtor-in-possession's directors or
managers is not dispositive of the Motion to Appoint Trustee.31
The Court is also satisfied that Oscher Consulting is a disinterested
person eligible for employment under Section 327(a).32 No one has suggested
the contrary. Still, the Court specifically finds Oscher Consulting is well
qualified to serve as the Debtors' independent director and manager, and that
Oscher Consulting and Ms. Unterholzner are independent of the Debtors and
have had no prior dealings with the Debtors or Ms. Giannakopoulos.
That is not to say that EverBank and the U.S. Trustee were mistaken to
scrutinize Oscher Consulting's independence. We must be cautious of efforts to
create the appearance of new management independence without its reality.33
Yet 	those 	concerns 	can 	be 	allayed 	where, 	as 	here, 	Ms. Giannakopoulos
consents to Oscher Consulting's appointment as the Debtors' independent
30See In the Matter of Gaslight Club, Inc., 782 F.2d 767 (7th Cir.1986) (approving replacement
of debtor's president and majority shareholder with individual exercising debtor in possession
powers, without appointing trustee, but where the individual who had been replaced
consented).
31 In re Blue Stone Real Est., 392 B.R.at 903 n. 9.
32 Id. at 901.
33 See In re Woodlawn Cmty. Dev. Corp., 613 B.R. 671, 686 (N.D. Ill. 2020) (management
change was insufficient to preclude trustee appointment when former bad actor “remained
involved in the organization as a volunteer” and relative remained in management role
undermining genuine independence); In re Marshall, 653 B.R. 509, 516-21 (Bankr. E.D.N.Y.
2023) (court identified “adequate safeguards” to accompany management change: “changing
the office locks and not providing Debtor with a key, opening new financial accounts, revoking
Debtor’s signatory authority on existing accounts” and scheduled an evidentiary hearing to
determine whether the bad actor “has, in fact, been removed from management).
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director and manager, is ready to disassociate herself from any managerial
functions she served at the commencement of the case, and is willing to
reasonably cooperate on an as requested basis without compensation should
Oscher Consulting or Mr. Baum determine that her assistance is needed.34 And
any remaining concerns can be obviated by an express requirement that
Ms. Giannakopoulos' 	duties 	and 	responsibilities 	be 	limited 	to 	those 	that
Ms. Unterholzner or Ms. Baum direct her to perform, including, but not limited
to, cooperating in the investigation into the assets, liabilities and affairs of the
debtors.35
In sum, equity holders of a corporate debtor-in-possession may change
the debtor's management.36 If a motion to appoint a trustee has been made,
however, then section 1104(a)(1) compels the Court to “examine the integrity
of 	the 	new 	management.”37 	The 	Court 	has 	done 	that 	and 	found
Ms. Unterholzner and Oscher Consulting sound. It is the Court's primary
obligation to ensure that the Debtors' estates are operated and administered
for the benefit of creditors and equity interest holders consistent with the
34 See In the Matter of Gaslight Club, 782 at 771.
35 See In re Marshall, 653 B.R. at 521-522.
36 See The 1031 Tax Grp., LLC, 374 B.R. 78, 89 n. 11 (Bankr. S.D.N.Y. 2007) (“nothing in the
Bankruptcy Code precludes a debtor in possession from making necessary changes to its
management while in bankruptcy”).
37 In re Blue Stone Real Est., 392 B.R. at 905 (citing 1031 Tax Group, 374 B.R. at 89 n. 11).
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Bankruptcy Code,38 and the Court will consider the Trustee Motion in due
course in any event.
Accordingly, it is
ORDERED
1. 	The Debtors’ Emergency Application to Employ Oscher Consulting,
PLLC as Independent Director is APPROVED as set forth herein.
2. 	The Debtors are authorized to employ Lisl Unterholzner and
Oscher Consulting, PLLC as the Debtors' independent director and manager
on the terms described in the Application as modified by this Order.
3. 	Ms. Giannakopoulos' duties and responsibilities are limited to
those that Ms. Unterholzner or Mr. Baum direct Ms. Giannakopoulos to
perform, including, but not limited to, cooperating in Oscher Consulting’s
investigation into the assets, liabilities, and affairs of the Debtors and advising
on marketing of the business of the Debtors.
4. 	Compensation will be determined later under 11 U.S.C. § 330. No
payment may be made to Lisl Unterholzner and Oscher Consulting, PLLC
absent submission of an application for compensation and Court approval
thereof.
Stuart J. Levine is directed to serve a copy of this Order on interested parties
who do not receive service by CM/ECF and to file a proof of service within three
days of entry of this Order.
38 Id. at 906.
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