Newsletter of the ABA Business Law Section Business Bankruptcy Committee
The World's Largest Organization of Bankruptcy Restructuring Lawyers
  Business Bankruptcy Newsletter
Patricia A. Redmond
Chair, Committee on Business Bankruptcy
Join the Committee Online
FEATURED ARTICLES
  Programs Sponsored by the Business Bankruptcy Committee at the 2014 Spring Section Meeting in Los Angeles, CA

HOT TOPICS AND RECENT DEVELOPMENTS
  2013 Kathryn R. Heidt Memorial Award Presented to Paul R. Hage
  Materials from the Business Bankruptcy Committee 2013 Fall Meeting

Editorial Board:
Marvin C. Ruth
    Editor-in-Chief
    Lewis Roca Rothgerber LLP
    mruth@lrrlaw.com
Mariaelena Gayo-Guitian
    Editor
    Genovese Joblove & Battista, P.A.
    mguitian@gjb-law.com


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FEATURED ARTICLES

COMING UP AT THE SPRING MEETING
APRIL 10 - 12, 2014
LOS ANGELES, CALIFORNIA

Programs Sponsored by the Business Bankruptcy Committee at the 2014 Spring Section Meeting in Los Angeles, CA

CLE PROGRAM: JARGONY - Insurance Basics for Business Lawyers
Thursday, April 10, 2014, 8:00 AM - 10:00 AM

Sponsored by the Insurance Subcommittee and Mass Tort and Environmental Claims Subcommittee of the Business Bankruptcy Committee of the ABA Section of Business Law

Program Chair/Co-chairs: Robert B. Millner, SNR Denton, Chicago, IL; Margaret M. Anderson, Fox, Swibel, Levin & Carroll, LLP, Chicago, IL.
Moderator: Margaret M. Anderson, Fox, Swibel, Levin & Carroll, LLP, Chicago, IL
Speakers: Peter J. Benvenutti, Keller & Benvenutti, LLP, San Francisco, CA; Leslie A. Davis, Crowell & Moring, LLP, Washington, DC; Jeffrey A. Liesemer, Caplin & Drysdale Chartered, Washington, DC; Wendy M. Simkulak, Duane Morris, LLP, Philadelphia, PA.
Meeting Materials Coordinator: Margaret M. Anderson, Fox, Swibel, Levin & Carroll, LLP, Chicago, IL

"I will have 'Terms Only an Underwriter Would Know' for $400." Match wits with our panelists as they explore the basic, and the not so basic, insurance issues every business lawyer should be able to identify. Root for your favorite panelist, learn more about insurance, and its impact on business.

PROGRAM: CHAPTER 11 SUBCOMMITTEE LUNCH: Winning Strategies in Chapter 11 Bankruptcy Sales: Getting the Most Out of the Section 363 Sales Process.
Thursday, April 10, 2014, 12:30PM - 2:30PM

Sponsored by the Chapter 11 Subcommittee of the Business Bankruptcy Committee

Program Co-Chairs: Sheryl Seigel, McMillan LLP, Toronto, ON; Corinne Ball, Jones Day, New York, NY
Moderator: Hon. Sheri Bluebond, United States Bankruptcy Court for the Central District of California, Los Angeles, CA
Speakers: Mette H. Kurth, Arent Fox LLP, Los Angeles, CA; Richard Pachulski, Pachulski Stang Ziehl Jones, Los Angeles, CA; Joshua S. Scherer, Perella Weinberg Partners, New York, NY; Mark G. Stingley, Bryan Cave LLP, Kansas City, MO; Teri Stratton, Piper Jaffray & Co., Los Angeles, CA.
Meeting Materials Coordinator: W. Adam Coady, Foster Pepper PLLC, Seattle, WA.

While the disposition of a business in a chapter 11 bankruptcy case has become fairly routine, there are many legal, practical and logistical issues and challenges that can impede the sale process or create unexpected detours, road blocks or distractions. If you have questions regarding the merits and ramifications of selecting a stalking horse bidder or allowing a lenders to credit bid, concerns and queries regarding purchase agreements or bid procedures, doubts or reservations about the merits of hiring an investment banker, crave tips and strategies to facilitate a robust auction or simply wish to stay current on developing issues and trends, this is THE program for you to attend.

The dynamic and indefatigable Judge Sheri Bluebond will moderate a program populated by seasoned attorneys, Mette Kurth, Richard Pachulski and Mark Stingley, and well regarded investment bankers, Josh Scherer and Teri Stratton. Our panel will canvass key issues and challenges critical to successfully navigating the section 363 sales process from the motion to approve bid procedures through to the entry of a final order approving the sale, all the while providing legal and strategic insights that bankruptcy and business law lawyers will find invaluable.

PROGRAM: SECURED CREDITORS SUBCOMMITTEE LUNCH: Loan to Own: Distress M&A: How Distressed Debt Investors Utilize the Acquisition of Secured Debt as a Means to Acquire a Target Company in Bankruptcy
Thursday, April 10, 2014, 12:30 PM - 2:30 PM

Sponsored by the Secured Creditors Subcommittee of the Business Bankruptcy Committee, as well as the Private Equity and Venture Capital Committee

Program Co-chairs: Susan M. Freeman, Lewis Roca Rothgerber LLP, Phoenix, AZ; Michael H. Reed, Pepper Hamilton LLP, Philadelphia, PA
Moderator: Todd Feinsmith, Pepper Hamilton LLP, Boston, MA
Speakers: Janet E. Bostwick, Janet E. Bostwick, PC, Boston, MA; Ronit Berkovich, Weil Gotshal & Manges LLP, New York, NY; Michael Epstein, Deloitte CRG, Deloitte Financial Advisory Services LLP, Boston, MA; Larry Klaff, Gordon Brothers Credit Partners, Boston, MA
Meeting Materials Coordinator: Lesley S. Welwarth, Pepper Hamilton LLP, Southfield, MI

The distressed company market has become an increasing fertile market place for distressed investors (Hedge and PE Funds) seeking "buy" opportunities. Investors utilize a variety of strategies, including acquisition of secured debt, DIP Financing, plan sponsorship and "stalking horse" agreements in Section 363 sales, to achieve their objectives.

PROGRAM: No More Ad Lib: The Nuts and Bolts of Ad Hoc Committees
Thursday, April 10, 2014, 3:00 PM - 4:00 PM

Sponsored by the Bankruptcy Committees Subcommittee of the Business Bankruptcy Committee

Program Co-chair: Henry Kevane, Pachulski Stang Ziehl & Jones, LLP, San Francisco, CA
Moderator: Hon. Margaret Mann, United States Bankruptcy Court for the Southern District of California, San Diego, CA
Speakers: William K. Harrington, U.S. Trustee for Massachusetts, New Hampshire, Maine and Rhode Island (Region 1), and New York, Connecticut and Vermont (Region 2); Edward S. Weisfelner, Brown Rudnick LLP, New York, NY; Andrew I. Silfen, Arent Fox LLP, New York, NY; Mark Shinderman, Milbank, Tweed, Hadley & McCloy LLP, Los Angeles, CA
Program Materials Coordinators: Jeffrey T. Kucera, K&L Gates LLP, Miami, FL and Matthew J. Ochs, Holland & Hart LLP, Denver, CO

Creditors or equity holders routinely organize as unofficial or "ad hoc" committees in chapter 11 bankruptcy cases. Rule 2007 contemplates that the members of a committee organized by creditors before the commencement of a case may later qualify for appointment as a statutory committee but, often, such committees choose to remain separate. Unlike their counterparts under Section 1102 of the Bankruptcy Code, ad hoc committees are largely unregulated and, as a result, their purpose, composition and influence remain a regular source of scrutiny and debate. Recent decisions, however, have started to more closely monitor the role and function of an ad hoc committee in cases with otherwise active official committees. This program will discuss the nuts and bolts of ad hoc committees and focus on the organization, management, costs, disclosure and ethical issues confronting courts and practitioners. Particular attention will be given to recent developments in governance, fiduciary duties and compensation. The panelists will provide a core understanding of these issues and also discuss how evolving views and practices may affect the role of ad hoc committees in the future.

PROGRAM: UNCITRAL Projects: A Model Law for Recognition of Insolvency Judgments & Other Recent Developments
Thursday, April 10, 2014, 3:00 PM - 4:30 PM

Sponsored by the Business Bankruptcy Committee Task Force on UNCITRAL and the International Bankruptcy Sub-Committee of the Business Bankruptcy Committee

Program Co-chairs: Christopher Redmond, Husch Blackwell, Kansas City, MO; Charles D. Booth, Professor, Richardson School of Law, University of Hawaii at Manoa, Honolulu, HI
Speakers: Hon. Elizabeth Stong, United States Bankruptcy Court for the Eastern District of New York, Brooklyn, NY; Susan Johnston, Weinstein, Pinson & Riley P.S., Larchmont, NY; Edward J. Janger, Professor, Brooklyn Law School, Brooklyn, NY

At the Fourth Colloquium held by UNCITRAL in Vienna, Austria, in December 2013, ongoing and future projects were discussed. The UNCITRAL Working Group V (Insolvency) closed meeting, which followed, held similar discussions. At our joint ABA meeting, we will discuss the results and rankings of projects at these meetings, including a Model Law for Recognition of Insolvency Judgments.

PROGRAM: CEDC Prepack Case Study: Using Chapter 11 to Reorganize a Non-U.S. Business
Friday, April 11, 2014, 9:30 AM -11:00 AM

Sponsored by the Chapter 11 Business Transactions Subcommittee of the Business Bankruptcy Committee

Program Chair/Co-chairs: Mark S. Chehi, Skadden, Arps, Slate, Meagher & Flom, LLP, Wilmington, DE
Moderator: Mark S. Chehi, Skadden, Arps, Slate, Meagher & Flom, LLP, Wilmington, DE
Speakers: Mark A. McDermott, Skadden, Arps, Slate, Meaher & Flom, LLP, New York, NY; Surbhi Gupta, Houlihan Lokey, New York, NY
Meeting Materials Coordinator: Matthew J. Ochs, Holland & Hart LLP, Denver, CO

The meeting panel will describe and discuss the innovative recent prepackaged Chapter 11 reorganization of Central European Distribution Corp., a vodka distribution business centered in Moscow. This prepackaged financial restructuring transaction included a "reverse Dutch auction" process.

PROGRAM: The Changing Face of Chapter 11 and the "Ice Cube Bond" Solution
Friday, April 11, 2014, 2:30PM - 3:30PM

Sponsored by the Administration & Courts Subcommittee of the Business Bankruptcy Committee

Program Chair and Moderator: Sandra A. Riemer, Phillips Nizer LLP, New York, NY; Sidney P. Levinson, Jones Day, Los Angeles, CA
Speakers: Hon. Elizabeth Stong, United States Bankruptcy Court for the Eastern District of New York, Brooklyn, NY; Jonathan M. Landers, Scarola Malone & Zubatov LLP, New York, NY; Gary E. Klausner, Stutman Treister & Glatt, Los Angeles, CA

The program explores the many changes that have taken place in Chapter 11 cases over the years, with particular emphasis on the growing use of Section 363 sales in lieu of true reorganization, and discusses the "Ice Cube Bond," a proposed method of mitigating the resulting losses to unsecured creditors.

PROGRAM: Current Developments
Friday, April 11, 2014, 2:30 PM - 4:00 PM

Sponsored by the Task Force on Current Developments of the Business Bankruptcy Committee

Program Co-chairs: Martin J. Bienenstock, Proskauer Rose LLP, New York, NY; Judith Ross, Law Offices of Judith Ross, Dallas, TX
Moderator: Martin J. Bienenstock, Proskauer Rose LLP, New York, NY
Speakers: Martin J. Bienenstock, Proskauer Rose LLP, New York, NY; Michael R. Enright, Robinson & Cole, LLP, Hartford, CT; Christopher Combest, Quarles & Brady LLP, Chicago, IL; Monique D. Hayes, Genovese Joblove & Battista PA, Miami, FL; Robert B. Millner, SNR Denton, Chicago, IL
Meeting Materials Coordinator: Judith Ross, Law Offices of Judith Ross, Dallas, TX

In this highly popular program, Martin Bienenstock will lead a panel discussion of case law developments in Chapter 11 and other cases in the last six months.

CLE PROGRAM: The Appointment of Independent Directors on the Eve of Bankruptcy: Why the Growing Trend?
Saturday, April 12, 2014, 11:00 AM 1:00 PM

Sponsored by the Corporate Governance, Examiners & Trustees, and the Avoiding Powers Subcommittees of the Business Bankruptcy Committee

Program Co-chairs: Regina Stango Kelbon, Blank Rome, LLP, Philadelphia, PA; Rafael X. Zahralddin-Aravena, Elliott Greenleaf, Wilmington, DE; David Waguespack, Carver, Darden, Koretzky, Tessier, Finn, Blossman & Areaux LLC, New Orleans, LA; Judith Ross, Law Offices of Judith Ross, Dallas, TX; Bruce Borrus, Riddell Williams, Seattle, WA
Moderator: Regina Stango Kelbon, Blank Rome, LLP, Philadelphia, PA
Speakers: Former Chief Justice Myron T. Steele, Potter Anderson & Corroon LLP, Wilmington, DE; Mary E. McCutcheon, Farella Braun + Martel LLP, San Francisco, CA; Keith Maib, Mackinac Partners LLC, Bloomfield Hills, MI; Martin Sosland, Weil, Gotshal & Manges LLP, Dallas, TX;
Program Materials Coordinators: Jeffrey T. Kucera, K&L Gates LLP, Miami, FL and Matthew J. Ochs, Holland & Hart LLP, Denver, CO

The panel will focus on corporate governance issues with respect to struggling companies, and then examine the growing trend in which companies - near or at the time of insolvency - appoint independent directors to help them navigate difficult situations.

Programs Presented in conjunction with the Young Lawyer Institute and Sponsored or Co-Sponsored by the Business Bankruptcy Committee

INSTITUTE PROGRAM: What Every Business Lawyer Should Know About Avoidance Actions in Bankruptcy
Saturday, April 12, 2014, 2:00 AM - 3:30 PM

Sponsored by the Business Bankruptcy Committee

Program chair: Monique D. Hayes, Genovese Joblove & Battista PA, Miami, FL

One of the goals of bankruptcy is to ensure that similarly situated creditors are treated alike and share in the distribution of debtor assets. Yet, oftentimes we find that prior to (or even after filing of a bankruptcy petition) the debtor may have transferred assets to third parties and/or select creditors. This intermediate level program will examine and discuss the bankruptcy trustee's power to avoid such transfers under chapter 5 of the United States Bankruptcy Code. Among the issues to be discussed are hypothetical lien creditor and bonafide purchaser rights; fraudulent transfers and preferences.

Click here for a brochure of all presentations and meetings of subcommittees and task forces of the Business Bankruptcy Committee that will take place at the Business Law Section Spring Meeting.



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HOT TOPICS AND RECENT DEVELOPMENTS

2013 Kathryn R. Heidt Memorial Award Presented to Paul R. Hage

On October 31, 2013, the ABA Business Law Section Business Bankruptcy Committee was delighted to award the annual Kathryn R. Heidt Memorial Award to attorney Paul R. Hage. More...



Materials from the Business Bankruptcy Committee 2013 Fall Meeting

At the ABA Annual 2013 Summer Meeting in San Francisco, California and at the ABA Business Bankruptcy Committee 2013 Fall Meeting in Atlanta, Georgia, the Business Bankruptcy Committee and its members presented various informative and interesting programs. Below is a link to all of the materials provided at these programs. (Access to some of the articles requires your ABA password.) More...



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Submit Articles for the Business Bankruptcy Committee Newsletter

The Business Bankruptcy Committee invites you to submit articles for possible publication in future issues. The articles do not need to be long or in-depth, and it is a great way to get involved in the Business Bankruptcy Committee. Articles can survey the law nationally or locally, discuss particular business bankruptcy issues, or examine a specific case. If you are interested in submitting an article, please contact Newsletter Editor-in-Chief Marvin Ruth at mruth@lrrlaw.com or Editor Mariaelena Gayo-Guitian at mguitian@gjb-law.com



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