Corporate Governance

Hosted by the Business Reorganization and Asset Sales Committees. This panel will examine the strategic use of LMEs in the context of asset sales within restructuring frameworks, such as the role of LMEs in facilitating sales, structuring them as conditions to closing, funding LMEs through sale proceeds, or utilizing asset sales as an exit strategy from LMEs or restructuring plans. The panelists will share their insights on the current trends and practical considerations that are shaping these increasingly sophisticated transactions.

In this session, former and active hospital and senior-living CEOs/CFOs will speak on hot topics in health care, and how they affect the successes of day-to-day operations.

This session will provide a foundational overview of directors and officers (D&O) insurance, with a focus on issues that commonly arise in bankruptcy and distressed scenarios. Attendees will explore the importance of Side A coverage and strategies for supplementing existing policies to protect chief restructuring officers and board members. The panelists also will cover key legal principles and practical litigation strategies related to D&O breach-of-fiduciary-duty claims, providing insights from both plaintiff and defense perspectives.

The attributes of the limited liability company form that are considered favorable by clients and advisers alike can present distinctive challenges in chapter 11. This panel will delve into those challenges and relevant case law developments in the context of a hypothetical transaction. The panelists will provide their valuable insights on relevant current topics and issues, such as the LLC’s authority to file a chapter 11 case, fiduciary duties and duty waivers, derivative standing, and tax implications for LLC stakeholders. Attendees can anticipate receiving actionable analyses to apply in future cases, whether preparing for a chapter 11 case, advising a committee or structuring a transaction.

This panel will discuss current topics and challenges facing boards and other fiduciaries of distressed companies. The panelists will explore risks, pitfalls and best practices for directors, boards and their counsel/advisors in a variety of contexts with unique challenges, including liability management exercises (LMEs) and other distressed corporate transactions, wholly owned insolvent subsidiaries, and dual fiduciary issues in private-equity sponsor companies. The panelists also will discuss key post-Quandrant trends and legal developments, as well as the potential impact of recent Delaware General Corporation Law (DGCL) amendments.

Join ABI Editor-at-Large Bill Rochelle for this fun and informative session as he and six judges address recent Second Circuit cases, and predict how the circuit will rule on tough questions on the way up. An attendee favorite!

Despite the potential need to reassess liability management exercise (LME) structuring following the Fifth Circuit’s Serta decision, LMEs will continue to proliferate. Questions remain, though: Should we view LMEs as nothing more than free options for sponsors and a rearranging of deck chairs on a sinking ship? Or can they be a force for good, leading to improved enterprise value and corresponding improved returns to all creditors? If so, how can companies maximize the chances of their LME doing so? This panel will address these questions and more.

This panel focuses on the critical role of strategic communications during large, high-profile bankruptcy cases. Using real-world examples, experts discuss the challenges of managing media narratives, stakeholder concerns and public perception in high-stakes scenarios. Topics include media relations, crisis communication strategies, and the importance of proactive storytelling to ensure a successful restructuring.