No CLE

This panel will discuss § 1398 short-year elections, separate-entity rules, discharge of taxes, cancellation of debt income, and tax issues arising from mortgage foreclosures, modifications and abandonment.

This panel will discuss common issues that arise in a § 363 sale, including timing issues, typical marketing programs (or conversely, no-shop clauses), bid procedures, break-up fees and bid-protection provisions. The panel might also touch on critical-vendor provisions, employee incentive programs, claw-back and true-up provisions, and successor liability clauses, as well as the applicability of the various subsections in § 363(f).

The opening line to any discussion about the current trends in chapter 11 cases is often, “Everything is a 363 sale.” Well, not everything: The other way that companies are seeking to minimize the risks of chapter 11 is through the prepack. This panel will discuss the mechanics of, and law behind, a prepackaged chapter 11 case, including plan-support agreements, restrictions on solicitation and how you comply with them, existing restrictions regarding those parties-in-interest that are negotiating the prepack once they start negotiations and receive non-public information, how you solicit votes pre-petition from those not directly involved in the prepack negotiations, and whether at the end of the day you can really bind anybody. The panel will also discuss the risks of overreaching in a plan-support agreement, including a discussion of the Innkeepers decision issued by the U.S. Bankruptcy Court for the Southern District of New York.

This panel will explore the ethical considerations and best practices available to attorneys and financial advisors to financially distressed businesses looking to eschew their home court in favor of a U.S. court and the chapter 11 remedy. On the flip side, this panel will also explore the ethical considerations and best practices available to attorneys and financial advisors to creditor constituencies who are trying to keep a case at home and as far away as possible from a U.S. court administering chapter 11. In our age of globalization, where a case is administered can make all the difference; consequently, forum-shopping is often a major consideration for advisors. Advisors to financially distressed companies must ask themselves which practices are ethically appropriate and which are not, as well as which practices “work” to create U.S. jurisdiction and which are not as effective. Conversely, advisors to creditor constituencies must ask themselves what practices are ethically appropriate and most effective to keep a case at home and away from chapter 11.

This panel will discuss who can get paid, for what, and why.

Luncheon Keynote at the Annual Spring Meeting