On January 13, 2009, ACF Master Trust, an employee benefit plan for ACF Industries LLC that is affiliated with Carl Icahn, filed a lawsuit against Steel Partners II (Offshore) Ltd., a Cayman Islands based hedge fund and others, alleging fraud and breach of contract based on a reorganization of one of the fund’s investments allegedly undertaken in response to the fund’s recent losses and the ensuing wave of redemptions.  Our discussion includes details of the specific PPM provisions at issue and the mechanics of the reorganization, as well as a summary of the allegations and defenses based on a review of the pleadings.