News & Analysis as of

Corporate Restructuring

Wilson Sonsini Goodrich & Rosati

Delaware Supreme Court Issues Important Ruling Addressing Fiduciary Duties When Reincorporating out of Delaware

On February 4, 2025, the Delaware Supreme Court issued its much-anticipated decision in the TripAdvisor1 litigation addressing the standard of review that applies to a board’s decision to reincorporate from Delaware to...more

Jones Day

Business Restructuring Review Vol. 24 No. 1 | January–February 2025

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The Year in Bankruptcy: 2024 - A brief chronicle of the year's notable developments in corporate bankruptcy and restructuring, including business bankruptcy filings, significant court rulings, and legislative...more

Jones Day

The Year in Bankruptcy: 2024

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The first full year of the post-COVID-pandemic era was characterized in the United States by continued economic recovery, persistently high consumer interest rates—despite three cuts in the benchmark federal funds rate in...more

Hogan Lovells

Delaware court finds corporate charter cannot incorporate private agreement by reference

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In Seavitt v. N-able, 321 A.3d 516 (Del. Ch. 2024), decided prior to the amendment of the Delaware General Corporate law to add Section 122(18), the Delaware Court of Chancery held that the “public nature of a charter” means...more

Seward & Kissel LLP

The Final Frontier, Exclusive Offer, and Object Now

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Spirit Airlines rejects Frontier's bid, aims to exit bankruptcy in first quarter | Reuters - On Wednesday, low-cost carrier Spirit Airlines denied a bid of about $2.16 billion from rival Frontier Group as it was not...more

Arnall Golden Gregory LLP

Restructuring Roundup - January 2025

AGG’s Restructuring Roundup newsletter is a monthly update of legal issues and news affecting or related to commercial litigation and bankruptcy. The newsletter is a curation of published articles and news, and contains...more

Proskauer Rose LLP

The Evolving New Normal 2024 Private Credit Restructuring Year in Review

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In many ways, 2024 continued existing trends in private credit: modest levels of M&A activity, competition among direct lenders to deploy capital, higher-for-longer interest rates, persistent inflation, elevated default...more

Orrick, Herrington & Sutcliffe LLP

Italy Founder Series: The Delaware Flip. A Bridge for Italian Startups to the U.S. Market

The United States represents a flourishing capital market and an advanced technological ecosystem, making it an attractive destination for startups worldwide. For European startups, particularly Italian ones, though,...more

Farrell Fritz, P.C.

Party City Seeks to Monetize its Lease Portfolio Through Bankruptcy Auction Process

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On December 21, 2024, Party City Holdco Inc. and certain of its subsidiaries initiated voluntary Chapter 11 proceedings in the U.S. Bankruptcy Court for the Southern District of Texas to accomplish an orderly wind down of its...more

Allen Matkins

Can Reincorporation And Share Increase Proposals Be Bundled?

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In this earlier post, I commented on the preliminary proxy materials filed by P.A.M. Transportation Services, Inc. (nka PAMT Corp)  At the time, my interest was the company's proposal to reincorporate in Nevada from...more

Seward & Kissel LLP

Sack Exchange and Which Craft?

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Purdue's Sackler family offers to increase contribution in new opioid settlement, WSJ reports | Reuters - The Sackler family, owners of Purdue Pharma, is offering to increase their contribution to the opioid lawsuit...more

Jaburg Wilk

Make Hard Decisions to Improve Your Business by Letting Go of That Which is Not Serving You

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At the start of a new calendar or fiscal year, business leaders and professionals face a critical opportunity to evaluate which practices, policies, and procedures drive value for their organizations. This is important to...more

Cadwalader, Wickersham & Taft LLP

European Restructuring: 2024 in Review and Outlook for 2025

Market - overview Whilst Europe did not witness the flood of restructuring and insolvencies some had predicted at the start of the year, 2024 was a significant year nonetheless. Many commentators now predict an extended...more

Troutman Pepper Locke

What Are First-Day Motions and the First-Day Hearing, and Why Should I Care? - Creditor’s Rights Toolkit

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Once a company files for Chapter 11 bankruptcy, it must sort through a myriad of potential issues and transition into operating as a business subject to the Bankruptcy Code. Through various “First-Day Motions,” a debtor will...more

Cadwalader, Wickersham & Taft LLP

The Twilight, or Rebirth, of Liability Management? Serta and Mitel Decisions Reach Opposite Conclusions on the Permissibility of...

Introduction & Key Takeaways - The year 2024 ended with some major legal fireworks, as two important courts issued contrasting New Year’s Eve decisions on the validity of “uptier” liability management transactions that have...more

Conyers

Top 5 Hong Kong Publications of 2024

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In Hong Kong, our most popular thought leadership provided clients with vital information on Cayman Islands investment funds, accompanying questions of corporate governance, and the key advantages of Cayman companies for...more

Morrison & Foerster LLP

Latest Uptier Decisions in Serta and Mitel Remind Contract Language Matters

The caselaw on “uptiers” as liability management exercises (LMEs) grew by two opinions on the last day of 2024. In Serta, the Fifth Circuit reversed the bankruptcy court’s blessing of the pre-bankruptcy uptier and...more

Walkers

Schemes of Arrangement under Guernsey Company Law – a vastly flexible mechanism

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Schemes of arrangement are a vastly flexible mechanism to implement take private transactions and other restructuring in respect of Guernsey companies. Schemes are, in effect, a legally enforceable arrangement or...more

Conyers

Top 5 Cayman Islands Publications of 2024

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While there was lots to read about from a Cayman Islands perspective this past year, our most popular articles came from our Regulatory & Risk Advisory, Corporate, Insurance, and Litigation & Restructuring and practices....more

Skadden, Arps, Slate, Meagher & Flom LLP

Rockville Centre Case Offers a Framework for Settling Mass Tort Bankruptcy Claims Post-Purdue

The Supreme Court’s 2024 Purdue decision1 held that the Bankruptcy Code does not authorize a release and injunction under a Chapter 11 plan of claims against a non-debtor, even if they relate to claims against or by the...more

Conyers

Top 5 British Virgin Islands Publications of 2024

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Our British Virgin Islands office’s most popular publications provided valuable insights on doing business in the jurisdiction, effective asset recovery tools, strategies for addressing modern legal challenges, corporate...more

Lowenstein Sandler LLP

Fifth Circuit Rejects Non-Pro Rata Uptier Transaction From Serta Simmons; Landmark Ruling May Have Chilling Effect on Similar...

On December 31, a unanimous three-judge panel of the U.S. Court of Appeals for the Fifth Circuit (the Court or the Fifth Circuit) held that the controversial $200 million Serta Simmons Bedding (SSB) uptier financing...more

Conyers

Top 5 Bermuda Publications of 2024

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In Bermuda, our most popular posts and publications provided updates from our Corporate practice, particularly regulatory changes and insurance insights, along with reflections on private client matters and litigation....more

Conyers

Cayman Islands Litigation: Reflecting on the Year 2024

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As the Grand Court of the Cayman Islands is set to close for 2024, we reflect on some of the large-scale cross-border insolvency and restructuring proceedings and complex commercial disputes dealt with in the jurisdiction...more

Hogan Lovells

In re Wack Jills: Delaware decision marks the end of Wild West ABC proceedings

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In a recent opinion in an assignment for the benefit of creditors (ABC) proceeding, the Delaware Court of Chancery provided an illustrative account of the assignee’s failures to comply with the relevant statutory scheme, and...more

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