Reorganizations

News & Analysis as of

Granting A Requested Job Transfer Can Be Considered An Adverse Employment Action

An employee who requested and was granted a lateral job transfer, and later sued for discrimination, was not precluded from claiming that the transfer was an "adverse employment action," according to a recent decision by the...more

Not All Recapitalizations Are Tax-Free

Code Section 368(a)(1)(E) generally allows a corporation to rejigger its debt and equity structure and then swap old interests for new interests with its stock and security holders, with no gain or loss to the current owners....more

Collecting Deficiency on Wholly-Unsecured Nonrecourse Loan (in Chapter 11)

Some of you who read the title of this post may have done a quick double-take, as it is well established that lenders may not collect a deficiency on a nonrecourse loan under state law. However, the Bankruptcy Code provides...more

What Must a Secured Creditor Do to Get Its Due?

Last month, the Fifth Circuit Court of Appeals ruled that a secured creditor’s claim survives bankruptcy where the secured creditor received notice of the case and was found to have not actively participated in it. Acceptance...more

Internal Reorganizations And Constructive Dismissal: Minimizing Risk

While not making new law, the recent Divisional Court decision in Ghanny v. 498326 Ontario Limited 2013 ONSC 4057 provides a useful reminder of the steps an employer should take to minimize the risk of constructive dismissal...more

TUPE on the Move: Key Changes Coming into Effect Next Year

As of 1 January 2014 there will be some small but important changes to TUPE. Employers who are planning on undertaking TUPE transfers in the near future may wish to consider whether or not to delay implementation to take...more

Legislature Repeals Subversive Organization Registration Law And Loosens Advance Notice Requirement For Reorganizations

Just over a year ago, I posted this piece on California’s World War II era Subversive Organization Registration Law. A few months later, the Assembly Committee on Judiciary suddenly introduced a bill, AB 1405, to repeal the...more

Fifth Circuit Rules Secured Creditors Who Snooze Do Not Lose

On August 5, 2013, the Fifth Circuit Court of Appeals ruled in Acceptance Loan Co., Inc. v. S. White Trans., Inc. (In re S. White Transp.) that a creditor's lien remained intact notwithstanding that the confirmed plan of...more

Bankruptcy Spurred By Court Judgment May Proceed For The Proper Purpose Of Reorganization; Judge's Adversarial Rulings And Remarks...

In In Re J. Howard Marshall (--- F.3d ----, C.A.9 (Cal.), June 28, 2013), the United States Court of Appeals considered the validity of a Chapter 11 bankruptcy filing. The bankruptcy had been challenged because it was...more

Two Recent Circuit Court Decisions on Cram Down

Two recent decisions by United States Circuit Courts of Appeal separately address the rights of secured creditors, unsecured creditors and equity holders under cram down plans of reorganization. In Wells Fargo Bank National...more

Burr Alert: The Basics Of Cramdown Interest Rates In Chapter 11

A debtor in a chapter 11 bankruptcy may treat a secured claim in one of two ways in its plan of reorganization: (1) the debtor may propose to cure any existing default, compensate the creditor for any loss sustained by the...more

Commercial Restructuring & Bankruptcy Alert - June 2013

In this issue: - Make–Whole Claim in the Amount of 37% of Loan Balance is Enforced by Delaware Bankruptcy Court - Seventh Circuit Requires Competition for Insider’s New-Value Plan of Reorganization -...more

Outbound F Reorg Was Not Tax-Free

Code §368(a)(1)(F) facilitates the movement of corporations from one jurisdiction to another by generally treating such reorganizations as not being subject to corporate income tax at the corporate or shareholder level....more

Silicon Valley Venture Capital Survey - First Quarter 2013

Background-We analyzed the terms of venture financings for 118 companies headquartered in Silicon Valley that reported raising money in the first quarter of 2013....more

Trends in Legal Terms in Venture Financings in Israel 2012

Background — We have analyzed the terms of venture financings for Israeli and Israeli-related technology companies that reported raising money during 2012. Our survey does not include financing rounds of less than US...more

CFPB Announces Organization, Senior Personnel Changes

On April 22, the CFPB announced the creation of the Office of Financial Institutions and Business Liaison, which will interface with bank and nonbank trade associations, financial institutions, and other businesses. The new...more

Bankruptcy Implications of Affiliated Lender Provisions and Debt Buybacks - Unenforceability of Bankruptcy Voting Proxies Expose...

Over the last few years, provisions in credit agreements permitting the Borrower’s equity sponsor and other affiliates (typically referred to as “Affiliated Lenders”), to purchase term loans made thereunder and allowing the...more

Bill on Bankruptcy: Kodak Plan Bumps the Debt, Craters Stock  [Video]

May 2 (Bloomberg Law) -- Eastman Kodak Co. filed a Chapter 11 plan that cratered the stock and bumped up the unsecured notes, although the plan may be revised to pay off second-lien debt fully in cash, as Bloomberg Law's Lee...more

Tax Talk -- Volume 6, No. 1 -- April 2013

In This Issue: House Ways & Means Committee Proposal Would Require Mark-to-Market for Derivatives and Modify Certain Other Tax Rules; After Months of Anticipation, Final FATCA Regulations Released; Congress Considers...more

Seventh Circuit Holds That Debtor Cannot Circumvent Bankruptcy's Absolute-Priority Rule

Unless creditors accept a debtor's plan of reorganization, bankruptcy law requires the plan to provide for the payment in full of creditors before owners of the debtor receive anything on account of their equity interest....more

April 2013: Bankruptcy and Restructuring Update

Seventh Circuit Extends New Value Exception. In In re Castleton Plaza, L.P., No. 12-2639 (7th Cir. Feb. 14, 2013), the Seventh Circuit became the first Court of Appeals to address whether the new value exception to the...more

To Release Or Not to Release – If That Is the Question, What Is the Answer?

In a recent decision by the Bankruptcy Court for the District of Delaware, the court adopted a flexible approach to consensual third party releases in a plan of reorganization. In In re Indianapolis Downs, LLC, 2013 Bankr....more

The Seventh Circuit Expands Scope of Absolute Priority Rule to Protect Creditors

In a recent decision, In re Castleton Plaza, LP, 2013 WL 537269 *1 (Feb. 14, 2013), the Seventh Circuit held that the absolute priority rule – which requires that creditors be paid in full before equity holders receive...more

Fifth Circuit Decisions Concerning Confirmation Of Plans Of Reorganization

The U.S. Court of Appeals for the Fifth Circuit recently issued two decisions that affect a borrower’s ability to confirm a bankruptcy plan, Western Real Estate Equities, L.L.C. v. Village at Camp Bowie I, L.P. (In re Village...more

Village At Camp Bowie: The Fifth Circuit Weighs In On Artificial Impairment

A key tenet of reorganization under Chapter 11 is that if the debtor’s plan impairs creditors, at least some of those creditors must agree to the plan. More specifically, “if a class of claims is impaired under the plan, at...more

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