Business Organization Bankruptcy Mergers & Acquisitions

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Winners and Losers: They Call Alabama the Crimson Tide, Call Me Deacon Blues

In Bankruptcy Code Section 363 sales of assets, there are winners and losers. Chapter 11 is known as a forum for reorganizing or selling a ?nancially distressed business. If a Chapter 11 reorganization is not possible, a...more

Back to the drawing board: Canadian Government divestiture order in national security case set aside and new review to take place

In a consent order dated November 9, 2016, the Federal Court ordered the setting aside of a Cabinet order requiring a Chinese investor to divest control of a Canadian business for national security reasons....more

Corporate and Financial Weekly Digest - Volume XI, Issue 26

SEC/CORPORATE – SEC Division of Corporation Finance Issues C&DIs on Application of Rule 701 – On June 23, the Staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission...more

Global Private Equity Newsletter - Summer 2016 Edition: Recent Developments in Acquisition Finance

Private equity sponsors should be aware of two recent court decisions. One involves fiduciary duties under state law that may be owing to a limited liability company borrower by its managers, in the context of receivables...more

What Do Edison, Overalls and Opportunity Have in Common?

Thomas Edison famously said that “opportunity is missed by most people because it is dressed in overalls and looks like work.” Consistent with Edison’s musings, companies in an acquisition mode often overlook opportunities...more

Making the Safe Harbors Safe Again - United States Court of Appeals for the Second Circuit Holds That State Law Constructive...

The Bankruptcy Code contains “safe harbors” that, among other things, exempt transfers made in connection with certain financial contracts, including securities contracts, from avoidance by the bankruptcy trustee as...more

Distressed Asset Acquisitions Outside Bankruptcy in the Oil and Gas Space

Amidst the current downturn in oil prices, many expect and hope for, an increase in merger and acquisition (M&A) activity in the coming months. Whereas past downturns created an opportunity for major acquisitions, such as...more

Can Competition Produce Less for Creditors?

Working with distressed businesses always presents a wide array of challenges. Solving a distressed company’s problems, or your problems with it, rarely is limited to a single legal discipline, set of laws or state or federal...more

A Reverse Morris Trust Ruling

LTR 201542004 at first seems to involve a standard spinoff for the purpose of pursuing a reverse Morris Trust combination of Controlled with a Merger Partner, with the “significant issue” for ruling being a proposed swap of...more

"Oil and Gas Companies Brace for Fall Redeterminations"

For most of 2015, industry observers have predicted that depressed commodity prices will result in a surge in M&A activity among domestic exploration and production (E&P) companies, as well as a large number of bankruptcy...more

Global Private Equity Newsletter - Fall 2015 Edition: Recent Developments in Acquisition Finance

When a portfolio company underperforms, a sponsor may consider various options to address the perceived performance issues, including changes to a portfolio company’s management team, cost structure, capital structure or...more

Restricting Share Capital Reductions in Takeovers

The Companies Act 2006 (Amendment of Part 17) Regulations 2015 (the “Regulations”) came into force on 4 March 2015. The Regulations amend section 641 of the Companies Act 2006 to prevent a company from reducing its share...more

New York Tops List of Cities with Optimal Business Health

New York Tops List of Cities with Optimal Business Health by Joel R. Glucksman on October 1, 2013 Some municipalities are faring better than others in the health and vitality of their businesses and consumer spending. A...more

Bankruptcy Judge Hesitant to Approve AMR’s Bankruptcy Plan

Bankruptcy Judge Hesitant to Approve AMR’s Bankruptcy Plan by Joel R. Glucksman on August 27, 2013 The Justice Department's unexpected antitrust lawsuit that is designed to halt the merger of US Airways and American...more

Bill on Bankruptcy: US Airways Need a Merger More than AMR  [Video]

Aug. 15 (Bloomberg) -- The strength of the U.S. Justice Department's antitrust suit to block the merger between AMR Corp. and US Airways Group Inc. is the first topic on the video with Bloomberg Law's Lee Pacchia and...more

Last Week’s New Asset Sales Proposed in Large Chapter 11 Bankruptcy Cases

Below is a list of all of the motions to sell assets pursuant to section 363 of the Bankruptcy Code that were filed in large corporate chapter 11 cases between July 21st and July 27th. This includes both motions to sell...more

A Value Play: Chapter 11 Mergers and Acquisitions

Chapter 11 is known as a forum for reorganizing or selling a financially distressed business. Chapter 11 allows companies to reject burdensome contractual obligations, shed non-core assets and “clean up” the balance sheet by...more

Dodd-Frank Living Wills: What You Need to Know Now

Financial institutions should undertake Dodd-Frank living will preparation with care....more

Loose Lips Sink Hostile Bids: Delaware Chancery Court Enforces Non-Disclosure Agreement with Injunctive Relief

In an eloquent account of consensual merger negotiations between Martin Marietta and Vulcan Materials, the two largest players in the domestic aggregates business, Chancellor Leo Strine of the Court of Chancery of Delaware...more

Next Battlefield in Dewey Liquidation: Pursuing Breach of Fiduciary Duty Claims

Dewey & LeBoeuf’s inglorious galactic implosion changes all of the rules; it was not too big to fail, it was, however, far too big and corroded to fail in the relatively orderly way others before it failed. The next...more

Could Dewey & LeBoeuf Have Been Saved From Crashing and Burning? Yes and Here's How:

Gosh, I could have had a V – 8. Trial lawyers often say that when they try a case, they always wind up trying three cases: The case they plan on trying, the case they actually try and the case they should have tried....more

American Airlines Merger Could Save Two Airlines

Will merger save two airlines that filed bankruptcy? Today there is even more evidence that bankruptcy is not the end of the world. As I previously noted, a Chapter 11 bankruptcy filing by American Airlines didn’t stop...more

VeraSun: Claims Under “Change in Control” Agreements Subject to Cap Governing “Employment Contracts”

In a recent decision in the VeraSun bankruptcy cases, the U.S. Bankruptcy Court for the District of Delaware held that “change in control” agreements between former executives and the debtors are “employment contracts” under...more

"Skadden's 2012 Insights"

Dear Clients and Friends: I am pleased to provide our fourth annual collection of commentaries on the critical legal issues our clients may face in the year ahead. Many of these issues relate to the responses by...more

"Skadden's 2012 Insights, January 2012: Corporate Restructuring"

We predict that out-of-court, prepackaged and prearranged restructuring strategies will continue to be favored in 2012. Sophisticated stakeholders and financially distressed companies prefer to avoid in-court proceedings and...more

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