Asset Sales

IP Issues in Bankruptcy Deals

Two litigants will argue before a judge panel whether an intellectual property license is executory and assignable. And if it is not assignable, and for business reasons the debtor decides to reject the license agreement, what amounts to rejection of that license agreement and what rights, if any, the licensee has if a rejection occurs.

Section 363 transactions have a dominating presence in today’s chapter 11 practice. This panel will focus on the nuts and bolts of the asset-purchase agreement and related ancillary documents, including sale procedures orders, sale orders and other sale-related pleadings.

ABI Past-Presidents Panel on Current Developments in the News

Six topical chapter 11 issues will be debated in a head-to-head format: (1) gifting; (2) classification; (3) Stern v. Marshall in the confirmation context; (4) Clear Channel sale issues; (5) assumption of debt; and (6) critical vendors. A panel of bankruptcy judges will ask questions and render decisions on each topic. Key issues that arise in the Ninth Circuit in connection with these topics will be emphasized.

This panel will explore the advantages and disadvantages of a 363 sale from the perspective of a purchaser, secured lender and company, addressing such issues as timing, costs, imposing sale milestones, releases and credit-bidding.