Liability-management exercises (LMEs) have become common transactions in order for financially distressed companies to obtain financing secured by previously encumbered assets. From uptiers, drop-downs, double dips and pari plus transactions, courts have begun to analyze and rule on the enforceability of LMEs and, in certain instances, their limitations. This panel will analyze various examples of recent LMEs and discuss the repercussions of such transactions from both the borrower and lender perspective.
This panel will delve into the legal and practical issues surrounding subsequent-transfer claims under § 550(a)(2) of the Bankruptcy Code, and examine such key issues as the scope of liability for immediate and mediate transferees, the standards courts use to determine who qualifies as a subsequent transferee, and the statutory defenses available to those parties. The discussion will include recent case law developments, practical considerations in pleading and proving such claims, and common pitfalls in litigation.
This panel will discuss current topics and challenges facing boards and other fiduciaries of distressed companies. The panelists will explore risks, pitfalls and best practices for directors, boards and their counsel/advisors in a variety of contexts with unique challenges, including liability management exercises (LMEs) and other distressed corporate transactions, wholly owned insolvent subsidiaries, and dual fiduciary issues in private-equity sponsor companies. The panelists also will discuss key post-Quandrant trends and legal developments, as well as the potential impact of recent Delaware General Corporation Law (DGCL) amendments.
This session will explore the causes, consequences and restructuring trends inherent in health care and retail bankruptcies, with a focus on private-equity involvement, regulatory challenges and operational missteps. The panelists will highlight potential cross-industry themes and relevant case studies.
This panel will consider the impact of President Trump’s policies on corporate restructurings and strategies for advising clients in light of those policies. Specifically, the panelists will analyze executive actions on tariffs, immigration, deregulation and taxes, among others, as well as the impacts of those actions on financings and the distressed investing market. It will discuss whether the potential disruptions resulting from those policies are analogous to past economic disruptions, or whether they are unique.
This panel will explore the ways in which companies are increasingly using creative liability-management transactions — such as drop-downs, uptiers and double-dip structures — to restructure debt, often to the detriment of certain creditors. The panelists will outline legal and structural mechanics behind these transactions, illustrate real-world case studies (e.g., J. Crew, Serta, STG), and discuss the evolving litigation landscape and protective covenant strategies.
Corporate restructuring has recently experienced a significant transformation. Traditional business “rehabilitations” (sweeping and lengthy chapter 11 proceedings) have become truncated, and “pre-arranged” cases often follow a strategic liability-management exercise (LME). Jurisprudence that had long constrained debtor-in-possession (DIP) financing (e.g., the sub rosa plan doctrine) has seemingly lost its importance. In many cases, the creditors' committee — as well as the bankruptcy court — are boxed into restructuring support agreement (RSA) terms that are, in turn, embedded into DIP covenants, and those covenants often compel a particular (rightful or wrongful) case outcome. This panel will evaluate whether chapter 11 still reliably delivers on its legislative purpose.
This panel will explore key bankruptcy litigation issues that are currently the subject of significant interest and debate, including (1) how bankruptcy courts address gerrymandering in the classification context, and how such concerns may arise in connection with liability-management transactions; (2) how debtors may attempt to effect "backdoor" estate releases through sale transactions whereby the buyer of the assets acquires estate claims and causes of action, and whether such attempts invoke concerns of a sub rosa plan; and (3) how the standard of adequate protection should be interpreted when a debtor is using cash collateral to maintain operations as a going concern where the alternative is a potentially value-destructive chapter 7. The panelists also plan to address the jurisdictional split regarding whether the confirmation requirement of an impaired accepting class requires a "per plan" or a "per debtor" approach for multi-debtor plans.