No CLE

How will the Supreme Court’s decision in Baker Botts v. ASARCO affect professional fees? Will there be an increase in fee litigation in future chapter 11 cases? This panel will also explore the Tribune standard for payment of unsecured creditors’ post-petition professionals’ fees, fees awarded as part of global settlements (Lehman), and the recent use of fee examiners. The session could also include a discussion on when disclosure of “representations of parties in unrelated matters” is sufficient, whether conflicts be cured by the appointment of conflicts counsel, a recent Ninth Circuit decision on the potential implications of exceeding fee caps, when it is necessary to obtain a conflict waiver, current vs. recent vs. former clients, and directly adverse vs. positionally adverse.

This panel will discuss various ethical issues in consumer- and business-related bankruptcy cases and other restructurings.

A discussion of the ethics landscape from the retention application and disclosure requirements, to the decision-making process in undertaking work, recording the time, and contesting/defending the fee application.

Knowing the intricacies of how to liquidate in a chapter 11 case does not come without its surprises. This panel will lead you from A to Z on what you need to know. From the debtor perspective, it will explain how to successfully use a chapter 11 case to liquidate. From the creditor perspective, it will focus on your best chances to maximize your client’s recovery.

This panel will discuss a variety of issues that arise in connection with a distressed retailer, including GOB sales, landlord issues and vendor issues.

This panel will delve into recent trends in breach-of-duty litigation against officers and directors, developments in Delaware fiduciary duty case law that bankruptcy lawyers should know about, standing to assert D&O claims, the in pari delicto defense, D&O insurance coverage issues, breach-of-duty claims against lenders, and D&O litigation involving private-equity funds. Cases to be discussed include Liberty State Benefits of Delaware Inc., MF Global Holdings Ltd. and SGK Ventures LLC.

The Bankruptcy Code offers a variety of means for addressing balance-sheet issues. Its provisions for dealing with the operational issues that caused those balance-sheet problems are more limited, however. This session will discuss the diagnostic tools available to identify operational problems, with a particular focus on the primary methodology generally used by financial professionals: the “operational review.” Rather than just addressing the symptoms, an operational review primarily focuses on the root causes of a distressed/insolvent company, and provides an outline for action plans that management and the turnaround team can execute in the recovery process. The session will also address the legal and financial issues that should be considered and resolved in dealing with some of the most often-seen problems, which frequently include stale management, poor strategy, a lack of productivity focus, and deficient information infrastructure. The panel will discuss such implementation-process issues as severance and other employment issues presented in offloading stale management, as well as board fiduciary duty issues arising from receiving the results of the operational review and addressing, or not addressing, the issues identified. The panel seeks to discuss the best ways to effectively restore companies and enhance cash flow beyond the traditional and common expense-cutting methods.

What happens after a successful credit bid? This panel will discuss the scope of § 363 sale orders and whether they should or even can address intercreditor issues, corporate governance and funding issues, unitranche deals, the difference in protections between an Agreement Among Lenders and an Intercreditor Agreement, the Radio Shack intercreditor adversary proceeding, § 1111(b) elections (Baker Hughes), adequate protection (In re Chardon) and lien-stripping (Caulkett).