California State Approved Sessions

This panel will examine the fraudulent transfer (and other) risks associated with a leveraged transaction, including LBOs and dividend recap transactions, and the steps that may be taken to mitigate those risks. The panelists will approach each topic with a 360-degree view, exploring the issues from the perspectives of board members, debt capital providers and equity sponsors/shareholders.

Today’s chapter 11 cases tend to include upfront announcements of the debtor’s preferred exit strategy. We often see the debtor’s first-day announcement of a pre-negotiated plan structure or an already “half-baked” sale process, as well as DIP loan covenants, driving the announced strategy to a quick and assured conclusion. But what if that plan or sale process is not designed (perhaps intentionally so) to accurately reflect the business’s true inherent worth? This panel will explore how a debtor’s ultimate valuation can be determined more by the bankruptcy process than by the underlying business data.

This panel will discuss why the monetization of intellectual property (IP) has become a key strategic tool in restructuring, bankruptcy and acquisitions, and how the importance of monetization has evolved over decades. The panelists include experts in innovation, the role IP plays in bankruptcy and restructuring, how cross-border situations impact the monetization of IP, post-acquisition integration of the IP “footprint,” and other key topics of interest.

This panel will focus on covering lenders’ perspectives on chapter 11 strategy and options, such as note sales, out-of-court restructurings or formal bankruptcy sales, and will discuss lenders’ and borrowers’ perspectives on regulatory challenges and procedural issues, such as anti-trust and environmental concerns, that are sometimes raised during a bankruptcy case, as well as issues with § 363 sales, DIP milestones and restructuring support agreements.

This panel of subchapter V experts will discuss the multitude of issues that have developed since the enactment of the statute, and how practitioners can best deal with these issues.

This session will cover the use of independent special committees/directors and will include a discussion on what independence entails, including extended family relationships/financial referral relationships, even if they are not formalized.

What privileges and confidentiality can be asserted in bankruptcy litigation (e.g., attorney/client, common interest, mediation, etc.), and how do you invoke and preserve these various privileges/confidentialities? This session will identify these issues and address the ethical and legal implications if they they aren’t properly preserved.

David Wasserman is the U.S. House editor and senior election analyst for the nonpartisan newsletter The Cook Political Report with Amy Walter and a contributor to NBC News. The New York Times called The Cook Political Report with Amy Walter “a newsletter that both parties regard as authoritative.” In this mid-term election year, he will provide his predictions and analysis of the current political environment. Mr. Wasserman analyzes the current political environment in lively and entertaining presentations. His data-driven forecasting looks at both national and local trends, the relationship between consumer brand loyalty and voting, and what the future holds for American elections.

Over the past decade, companies burdened with significant asbestos and other tort liability have utilized the so-called “Texas Two-Step” strategy to separate those tort liabilities from core assets and resolve them through the chapter 11 bankruptcy process. This session will cover isolating liabilities to preserve ongoing value with mass torts and corporate side changes, and subsequent bankruptcy issues, including venue, ongoing operations, valuations and third-party releases.