News & Analysis as of

Reorganizations

Impact of US Tax Reform on Mergers and Acquisitions: New Opportunities and Pitfalls

On December 22, 2017, President Donald Trump signed into law the Tax Cuts and Jobs Act (TCJA), which includes numerous changes that will significantly impact mergers and acquisitions (M&A). Although the TCJA has rightly been...more

What's Next Now that Mandatory EPM and Cardiac Rehabilitation Payment Models Have Been Terminated?

by Baker Ober Health Law on

CMS released its Final Rule canceling the Episode Payment Model (EPM) and Cardiac Rehabilitation Incentive Payment Model (CR Incentive Payment Model). This was an expected result following August's proposed rule to cancel...more

Five Things to Know about the Tax Cuts and Jobs Act

Even with the bill still in Conference, here are some things businesses should follow closely. Both House and Senate Bills call for deemed repatriation of accumulated foreign profits at reduced tax rates. ...more

The Enforceability of Ipso Facto Provisions in a Dismissed Chapter 11 Case

by Dechert LLP on

Section 365 of the U.S. Bankruptcy Code does not address the legal status of an executory contract that is not assumed or rejected in a chapter 11 proceeding. In such cases where a chapter 11 plan is confirmed, courts adopt...more

Chapter 11 Plan Not Providing for Payment of Make-Whole Premium Impaired Noteholders

by Jones Day on

In In re Ultra Petroleum Corp., 2017 BL 335015 (Bankr. S.D. Tex. Sept. 21, 2017), the U.S. Bankruptcy Court for the Southern District of Texas ruled that certain private-placement noteholders were entitled to receive a...more

Amendments to Chapter 12 make it easier for a family farmer to reorganize

by Thompson Coburn LLP on

In a rare bipartisan moment, Congress overwhelmingly passed and the President signed into law on October 25 the Family Farmer Bankruptcy Clarification Act of 2017. This legislation makes it easier for family farmers to...more

Second Circuit Rejects Categorical Dismissal Of Market Rates When Determining Cram-Down Interest Rates In Chapter 11

On October 20, 2017, the Second Circuit issued its long awaited ruling on several appeals from a U.S. District Court (Bricetti, J.) determination affirming the United States Bankruptcy Court (Drain, J.) in the MPM Silicones,...more

Failure To Comply With Plan Technicality Causes US Securities Law Violation

by Dechert LLP on

Section 5 of the Securities Act of 1933 prohibits the sale of a security unless a registration statement is in effect. This prohibition on the sale of unregistered securities does not apply to exempt transactions. One such...more

Equitable Mootness Doctrine Persists in Bankruptcy Appeals

In recent years, courts have become increasingly critical of the doctrine of equitable mootness, a judicially created abstention doctrine that allows appellate courts to dismiss appeals from a bankruptcy court’s confirmation...more

Debt Dialogue: August 2017 - The IRS Withdraws Proposed ‘Net Value’ Regulations

The IRS announced in July that it has withdrawn proposed regulations (the net value regulations) that provided guidance regarding corporate formations, reorganizations and liquidations of insolvent corporations. Those...more

Fifth Circuit Derails Reverse Discrimination Claims Against Amtrak

by Zuckerman Spaeder LLP on

White male discontent has been a major media talking point since the presidential election, and even long before. This talking point has made its way into the workplace, where tech firms are now being targeted for allegedly...more

How An “F” Reorganization Can Help Your Business

An “F” reorganization is a type of tax-free reorganization under Internal Revenue Code Section 368(a)(1)(F), which includes a mere change in identity or form of one corporation. F reorganizations are typically used to...more

SH 130 Concession Company Emerges from Chapter 11 with New Financing

by Nossaman LLP on

SH 130 Concession Company, the private entity that operates and maintains the 41-mile southern section of State Highway 130, has emerged from Chapter 11 protection with new ownership, new senior management and $260 million in...more

Getting Something for Nothing: IRS Withdraws Proposed “Net Value” Regulations

In June 2005, the Internal Revenue Service (IRS) issued a package of proposed regulations providing that certain corporate liquidations, formations and reorganizations would not qualify for nonrecognition treatment if the...more

Sixth Circuit’s holding that debtor in possession and liquidating trustee are one in the same for purposes of...

by Butler Snow LLP on

The Sixth Circuit Court of Appeals recently took up the controversial issue of whether a liquidating trustee’s lawsuit, alleging breach of fiduciary duty against a corporate debtor’s officers, falls within the...more

Redundancy exercises: A useful reminder to act reasonably

by Dentons on

The Employment Appeal Tribunal’s (EAT) decision in Green v London Borough of Barking and Dagenham serves as a useful reminder for employers to act reasonably at every stage of the redundancy process. This includes throughout...more

Securitization in Italy: New Market-Friendly Rules Enacted

by Jones Day on

On June 15, 2017, the Italian Parliament approved the Conversion Law of Decree no. 50 of April 25, 2017 ("Conversion Law"). The Conversion Law includes a review of the legal framework applicable to Italian securitization...more

Six Degrees Of Separation: Use Of Bankruptcy Rule 2004 Examination In Connection With Third-Party Litigation

by Cole Schotz on

Court: “You know, every piece of information and fact out there is within six degrees of separation of the debtors’ assets and financial affairs. The question is where do you draw the line?”...more

House Passes Legislation Allowing Financial Institutions to Seek Chapter 11 Protection

by Jones Day on

On April 5 and June 8, 2017, the U.S. House of Representatives passed bills (the Financial Institution Bankruptcy Act of 2017 ("FIBA") and the Financial CHOICE Act of 2017) that would allow financial institutions to seek...more

Trends in Legal Terms in Venture Financings in Israel - Full Year 2016

by Fenwick & West LLP on

Background — We have analyzed the terms of venture financings for Israeli and Israeli-related technology companies that reported raising money during the year 2016. Our survey does not include financing rounds of less than US...more

Reaffirming Rash – Replacement Value Applies to Cram Down Valuations

by Selman Breitman LLP on

Cram down reorganization, a fundamental concept in bankruptcy law, allows a debtor to retain possession and use of collateral while reducing the principal value of the secured debt to the present value of the collateral. ...more

Debt Dialogue: May 2017 - Supreme Court to Hear Circuit Split Over Bankruptcy Safe Harbor Provision

The Supreme Court has granted certiorari in Merit Management Group L.P. v. FTI Consulting Inc. to resolve a circuit split over the interpretation of Section 546(e) of the Bankruptcy Code, the “safe harbor” provision that...more

How To Select A Merger/Reorganization Structure That Is Right For Your Nonprofit

by Fox Rothschild LLP on

The nonprofit sector has seen a dramatic rise in the number of mergers and reorganizations. The constant need to reduce costs, especially in the health care sector, seems to be the driving force behind the movement. When...more

Appraisal Rights in Maryland

by Miles & Stockbridge P.C. on

With the recent focus on appraisal rights in the Delaware Court of Chancery, it was only a matter of time before a Maryland court took up the issue. Although originally authored in April 2016, the Circuit Court for Baltimore...more

Sixth Circuit Court of Appeals Holds Properly Perfected Assignment of Rents Not Property of Bankruptcy Estate

by Foley & Lardner LLP on

In a significant ruling impacting commercial real estate lenders in Michigan, the 6th Circuit Court of Appeals has ruled that an absolute assignment of rents that had been fully perfected (by demanding payment from tenants to...more

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