Texas State Approved Sessions

Our industry experts have hand selected three industries that have seen a slate of recent filings or regulatory upheaval – clean energy, protein/ poultry, and healthcare-- and will examine if we’ve hit bottom or merely the tip of the iceberg.

From the 1987 Finley Kumble collapse to the spectacular 2012 Dewey LeBoeuf implosion, law firm bankruptcies have produced remarkable forum shopping, creative legal theories, conflicting case law, and painful reckonings for partners and their new firms. Panelists will discuss the economics and consequences of firm collapses, case administration challenges, and resulting litigation frenzies.

The panelists will discuss pending Chapter 9 cases involving a number of California cities including Stockton, San Bernardino, and Mammoth Lakes, along with matters particular to municipalities in California including the requirements on AB 506 and its gate-keeper function, the structure and enforcement municipal bonds in California borne out of unique California constitutional requirements, the checkpoints that must be navigated for cities to gain access to the bankruptcy courts and the constitutional limits on the bankruptcy court’s jurisdiction under the 11th Amendment. The panel will also address issues that arise in Chapter 9 cases.

Litigation claims are often the most valuable estate assets especially in our growing trend toward liquidating cases. This panel will explore litigation trends, strategies and alternative theories of recovery reflective of the need to focus on litigation in the absence of traditional reorganization. Pick up some helpful trial tips and practice pointers ranging from identifying causes of action, choosing your jurisdiction, engaging professionals, preparing experts and readying yourself for trial.

This panel will explore recent developments in several Ninth Circuit Chapter 11 plan cases, from contested new value plans and interest rate valuations in the cramdown context, 1111(b) elections, designating votes, plan mootness and dealing with the reversal of plan confirmation orders, classification, and ways to maximize the value of the estate post confirmation.

The federal code (and similarly state law) define "insolvent" as a "financial condition such that the sum of [the] entity's debts is greater than all of [the] entity's property, at a fair valuation..." 11 U.S.C. § 101(32)(A). Fair valuation is not defined in the bankruptcy code. How does fair valuation for solvency differ from fair market value which is used for valuation for income tax purposes? Or fair value which is used in shareholder oppression matters? What are the implications of using trading prices for the assets versus assuming continuity of operating within the existing legal entity? What are the differences it could create in measuring the cost of capital? Or contingent liabilities?

A judge and law professor discuss important areas that raise ethical issues, including the selection, usefulness and credibility of witnesses such as valuation experts; the ethics of advocacy and the role of zealousness; and stories about the surprising mistakes that people make.

An overview of the chapter 9 process, why municipalities do or do not file for chapter 9 protection, and the financial liabilities municipalities face, including bond debt, budget shortfalls, unfunded pension liabilities and costly union contracts. The discussion includes methods for restructuring bond debt under a plan of adjustment, issues related to general obligation bonds and special revenue bonds, how such claims are treated under Chapter 9, and related plan confirmation and valuation issues.

Valuation can be a squishy thing. This panel examines how valuation analyses and disputes can be shaped and impacted based on the shifting positions and perspectives of directors and their advisors. Minority investors may push back on management's projections; special and independent committees may change board dynamics and influence views regarding valuation inputs; interested parties without a direct line to the board may attempt to influence valuation through litigation or posturing. These and other scenarios can greatly impact how directors view and utilize the valuation process. Such scenarios can also have a significant impact on professionals advising regarding valuation. To whom does the professional owe fiduciary duties? How should the shifting board landscape impact the professional's advice? Must the professional seek direction from parties outside the board?

A bankruptcy reorganization or out-of-court restructuring can significantly impact tax attributes such as NOLS and basis. The existence of and ability to use such attributes after a reorganization or restructuring often affects value. Two common issues must be considered with regard to a transaction’s impact on such items: the reduction of tax attributes and limitations on the ability to use tax attributes. The topics addressing absorption of tax attributes include discharge of indebtedness income, attribute reduction, stock-for-debt exchanges, debt modifications and elections. The loss-limitation overview includes a look at § 382, special bankruptcy § 382 rules and trading restrictions.