§ III — Liquidating Trust Agents

What happens
after the deal closes.

Post-bankruptcy and post-merger liquidating-trust administration. Multi-year trust mandates managing residual assets, contingent claims, indemnification escrows, and final distributions.

When a Chapter 11 plan is confirmed or a merger closes with surviving liabilities, somebody has to run the residual estate for the next two to seven years. That somebody should not be your in-house team. Liquidating trusts require a fiduciary trustee with controls infrastructure, regulatory discipline, and the patience to manage the long tail.

A trust that runs itself,
almost.

Liquidating trusts are mostly recordkeeping. Beneficiary registers, distribution schedules, contingent-claim reserves, and tax filings stretched across years. Our AI infrastructure does most of the rote work — and our governance team handles the rest with audit-ready discipline.

Beneficiary Registry

Every holder, every change.

Beneficial-interest registry maintained on the live ledger. Transfers, deaths, address changes, and distribution-eligibility status are tracked automatically. Annual K-1s, 1099s, and beneficiary statements are generated and filed without manual reconstruction.

Reserve Modeling

Contingent claims, modeled.

Disputed claims, indemnification reserves, and unresolved litigation modeled with reserve calculations updated quarterly. Distributions are released as reserves are released — beneficiaries see the model, not just the result.

Tax & Reporting Engine

Annual filings, automated.

Form 1041 (U.S. income tax for trusts), state filings, K-1 generation, and required SEC reports for grantor-trust treatment — automated and audit-ready. The trustee's attestation is the only manual step.

Process

How a liquidating trust
actually runs.

01.

Trust formation & transfer.

Trust agreement executed concurrent with plan confirmation or merger close. Residual assets, contingent claims, and indemnification escrows are transferred to the trust. Beneficial interests are issued to creditors or shareholders pursuant to the underlying plan.

02.

Operations phase.

Years 1–3 typically: monetization of residual assets, prosecution or defense of pending litigation, settlement of contingent claims, ongoing tax compliance, quarterly reports to beneficiaries. The Live Ledger gives every beneficiary real-time visibility into trust assets and obligations.

03.

Wind-up & final distribution.

When all contingencies have resolved and reserves have been released, final distributions go out to beneficiaries in the priority defined by the trust agreement. Final accounting is filed with the court (where applicable) and the trust dissolves.

Common scenarios
Post-Chapter 11
Post-merger
SPAC liquidation

Three places liquidating trusts come from.

Post-Chapter 11 plans. When a Chapter 11 plan of reorganization or liquidation creates a liquidating trust to hold and monetize remaining assets, prosecute avoidance actions, and distribute proceeds to creditor classes per the plan. The plan documents define the trustee's duties; we operate against them.

Post-merger surviving liabilities. When a target company is acquired and the merger agreement leaves residual liabilities — pending litigation, environmental claims, indemnification obligations — in a special-purpose vehicle owned by the former shareholders. We administer the SPV until obligations resolve.

SPAC and de-SPAC residuals. When a de-SPAC transaction creates a liquidating trust for the redemption stockholders, or when a failed SPAC is liquidated with residual obligations to its investors. Either way, somebody has to run the back end for years.

What the trustee actually owes beneficiaries.

  • Fiduciary duty to administer trust assets prudently for the benefit of beneficiaries — defined in the trust agreement and applicable state law.
  • Recordkeeping sufficient for periodic reports to beneficiaries, the bankruptcy court (if applicable), and tax authorities.
  • Annual reporting on assets, obligations, distributions, and forward outlook — typically as a calendar-year filing.
  • Reasonable distributions as cash becomes available and reserves can be safely released.
  • Final accounting on dissolution, with notice to all beneficiaries and the right to object.
Fee Structure

Long-tail engagements,
short-tail fees.

Liquidating trusts run for years. Our fee model is intentionally light on annual percentages and heavy on event-driven work — beneficiaries should not watch the trust's value erode to administrative fees.

  • Trust formation$15,000–$40,000
  • Annual administration0.75–1.5% of NAV
  • Distribution-event fees0.25% of distributed value
  • Hourly capYes, every year

Graveyard.vc was founded by Raj Abhyanker, who grew up in a family retail business in Phoenix and finished college and law school only after that family business wound down. He has launched dozens of companies since — and built this practice around the conviction that founders facing a wind-down deserve someone who has lived both sides of it. Read Raj's full bio →

Run the back end
cleanly.