Asset Sales

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.

Two litigants will argue plan confirmation issues before a panel of three judges. These issues may include treatment of make-whole premiums, cure and reinstatement to avoid payment of default interest, plan releases and exculpation, whether multiple debtors must each satisfy § 1129 requirements in a nonsubstantively consolidated plan, plan settlements, post-petition lock-up agreements, the dischargeability of unknown claims, death traps and gifting.

Several authors of ABI’s recent publication, The Chief Restructuring Officer’s Guide to Bankruptcy, will be joined by other experts to discuss various issues raised in the book and provide practical insight into the rights and responsibilities of CROs in distressed situations.

This program will cover recent developments in distressed-asset sales. Topics will include successor liability, finality of sales and adherence to procedures, the interplay between §§ 363 and 365(h), intellectual property sale issues, break-up fees, collusive bidding issues and other topical issues.

But I Thought We Were Safe: Are Priority Claims and Legacy Employee Liabilities at Risk in a 363 Sale?