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      Insolvency News and Analysis - Week Ending October 17, 2014
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    Paid in Full

    August 10th, 2014
    American National Bank AD

    American National Bank AD (Photo credit: Wikipedia)

    One of the fundamental functions of any bankruptcy proceeding is the establishment of an amount and priority for each creditor’s claim against the debtor. A short, 5-page decision issued late last month by the Nebraska Bankruptcy Court in two related Chapter 11 cases (Biovance and Julien) serves as a reminder that although creditors are not permitted a “double recovery” on their claims, they are nevertheless permitted to assert the full value of their claims until those claims are paid in full.

     
    In the US, it is common for creditors to mitigate credit risk through two primary means: Taking a security interest in the debtor’s collateral, and/or securing a guaranty of payment from a [non-debtor] third party. Further, and in the event of a payment default, courts frequently recognize a creditor’s right to pursue simultaneous collection activity for the entirety of the debt against the debtor, the collateral, and the guarantor. In a recent decision involving two related Chapter 11 debtors, a Nebraska Bankruptcy Court was asked by the debtors to limit the amounts claimed by a creditor as the creditor had already received a portion of the payments owed to it.

     
    In this case, a business debtor (Biovance) had leased equipment from American National Bank (ANB), collateralizing one of the leases with a certificate of deposit held by that debtor.  The other lease was protected by a guarantee issued by the individual debtor (Julien) to ANB.  ANB had obtained permission to collect its collateral with respect to the first lease, and to liquidate its claims in Nebraska state court with respect to the second (which claims were subsequently settled).  The debtors argued, among other things, that as the confirmed bankruptcy plan provided for payment in full of all claims, the creditor was therefore obligated to immediately credit the amounts it had received.  ANB argued that a proof of claim filed under 11 U.S.C. § 502 need not be reduced by amounts recovered from a third party unless it stood the chance of a double recovery.

     
    The Bankruptcy Court of Nebraska agreed with ANB, noting that the confirmed plan is neither a recovery nor payment in full. It is only a promise to pay. The Court went on to hold that until such time as ANB had actually received its payment in full, it was entitled to assert the balance due against all concerned parties – including the debtors.

     
    Establishing the amount and priority for each creditor’s claim against the debtor fixes the limit of recoveries available to a creditor from the debtor’s estate. Such claims are, in the aggregate, an important factor in the creditors’ assessment of the feasibility of a debtor’s proposed reorganization – and in determining whether liquidation offers them a preferable recovery.

     
    The Biovance decision, though not surprising, nevertheless reminds creditors and their counsel to preserve all of the value of their claims, even if paid partially, until the claims are paid in full.

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    Insolvency News and Analysis – Week Ending August 1, 2014

    August 1st, 2014
    Money 2014 ...item 3d.. State worker ordered t...

    Insolvency News and Analysis . . . and More

     

     

     

     

     

     

     

     

     

     

     

    Trends

    Highlights From 2014 (and Beyond)

    Disposition Firms Maximize Value by Leaving No Stone Unturned

    Mid-Year Chapter 11 Bankruptcy Update: From One Extreme To The Other

    Litigation

    A Dispute Over a Dispute: Recent Bankruptcy Court Decision Dismisses Involuntary Chapter 7 Petition Due to Bona Fide Disputes

    Claims, Creditors, and the Bankruptcy Estate

    A Spoonful of Sugar Helps the [UCC] Remedy Go Down: Recognition of Stoppage Rights in the Early Years of the Bankruptcy Code

    Decisions Do Not Apply “Jewel Doctrine” to Departed Partners’ Fees

    Avoidance and Recovery

    The Uniform Voidable Transactions Act – What’s With The Name Change?

    Strong Arm Powers: For Want of An “S” the Mortgage Was Lost

    Professional Lines Alert – Non-Fiduciary Held Liable for Aiding and Abetting Breach of Fiduciary Duty

    Not Fraudulent, Voidable

    Valuation

    In re Brown: Replacement Value Applies Even  When Debtor Surrenders Property

    Sales

    RECENT CHALLENGES TO CREDIT BIDDING—A NEW TREND?

    Sale “Free and Clear”: Adequate Protection of Nothing is Nothing

    Plan Confirmation

    Fourth Circuit Invalidates Third-Party Release Provision in Chapter 11 Plan

    CWCapital Asset Mgmt v. Burcam Capital II: Court Thwarts Debtor’s “Obvious Gerrymandering” to Obtain Plan Confirmation

    Release Me! Release Me!: S.D.N.Y Bankruptcy Court Upholds Certain Non-Consensual Non-Debtor Releases Granted by Unimpaired Creditors and Equity Holders

    Claims

    Make-Whole Provisions Continue to Cause Controversy: What You Can Do to Avoid Litigation

    Eleventh Circuit Extends FDCPA to the Filing of Bankruptcy Proofs of Claim

    Delaware Court Enforces Subordination Agreements Despite Senior Indenture Trustee’s Late Filing of Senior Claims

    The Interplay between Section 502(d) of the Bankruptcy Code and SIPA’s Requirement of “Prompt” Return of Customer Funds

    Related Articles

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    Insolvency News and Analysis – July 18, 2014

    July 18th, 2014
    The bitcoin logo

    The bitcoin logo (Photo credit: Wikipedia)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Secured Claims

    In re 804 Congress: Fifth Circuit Affirms Section 506(b) Reasonableness Standard Applies to Oversecured Lender’s Legal Fees in Non-judicial Foreclosure Sale

    Environmental Claims

    The Pain that Comes along with Walking a Mile in Your Own Shoes … Circuits Refuse to Allow Reorganized Debtors to “Step in the Shoes” of Debtors in Possession as Subrogees

    Cross-Border

    American Exceptionalism and Extraterritorial Application of Bankruptcy Law

    What’s up in Australian insolvency law, and why should we care?

    Assets

    Bitcoin and Bankruptcy

    Could a Bitcoin Exchange Constitute a “Stockbroker”?

    Avoidance and Recovery

    The Collapse of Financial Fraud: Measuring Bankruptcy Avoidance Actions

    Confirmation

    Lender Beware: Ensure Plan Releases are Limited to Debtor’s Obligations

    Legislation

    HEARING: H.R. ____, THE “FINANCIAL INSTITUTION BANKRUPTCY ACT OF 2014

    GOP Lawmakers Seek to Amend Bankruptcy Rules for Big Bank Collapses

    Jurisdiction

    In Search of the Probate Exception

    Procedure

    Alarming Changes to Procedural Rules Proposed

    Related Articles

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    Insolvency News and Analysis – July 11, 2014

    July 11th, 2014

     

    Emblem of Hong Kong

    Emblem of Hong Kong (Photo credit: Wikipedia)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Trends

    Commercial Bankruptcy Filings Drop 22% for the First Half of 2014

    Secured Claims

    Small Formalities, Big Consequences in Secured Credit Law – An Update

    Cross-Border

    DLA Global Insight

    In re Octaviar: Minimal US Property Satisfies Chapter 15 Foreign Debtor Eligibility Requirements Imposed by Second Circuit

    Kazakhstan’s New Rehabilitation and Bankruptcy Law

    Chapter 11 again mooted as an option for Australia’s insolvency regime

    Workers’ rights key for legislators in weighing up Hong Kong bankruptcy bill

    Sales

    Rights of First Refusal in Bankruptcy Sales – Bankruptcy Court Finds Provision in Operating Agreement Unenforceable

    Avoidance and Other Recovery Sources

    Court Holds Professional Liability Insurance Covers Restitutionary Settlement

    Leases and Executory Contracts

    Leases and Executory Contracts in Chapter 11

    More:

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    Insolvency News and Analysis – Week Ending July 3, 2014

    July 1st, 2014

     

    Map of the geographic boundaries of the variou...

    Map of the geographic boundaries of the various United States Courts of Appeals and United States District Courts. (Photo credit: Wikipedia)

     

     

     

     

     

     

     

     

     

     

     

    Reclamation Rights

    What Constitutes “Goods” Under Bankruptcy Section 503(b)(9)?

    Manufacturer’s Corner: When Bankruptcy and Your Shipping Terms Collide

    Litigation and Avoidance Actions

    Court Pierces the Corporate Veil and Tells Designer Knock-Off to Knock It Off

    Side-Stepping Exposure to Bankruptcy Litigation: Fraudulent Transfers and Centralized Cash Management Systems

    Sales

    Two New Cases Cast a Shadow Over Credit Bidding

    Financing

    Tortious Interference Claims: Something To Keep In Mind

    Cross-Border

    Foreign Debtor Eligibility for Chapter 15: The Second Circuit’s Gateway Requirements May Not Limit Access After All

    Other Stories

     

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    The Little Things

    June 27th, 2014

    O to grace how great a debtor, daily I'm const...

    In the confirmation of a Chapter 11 plan – as in life – it is often the little things that count.

    Late last month, a Houston Bankruptcy Court provided helpful guidance on a very seldom-discussed, and often-overlooked, confirmation issue:  Whether the reorganized debtor’s management make-up and structure is consistent with “public policy.”  A copy of that decision is available here.

    Barring an outright sale of assets, the confirmation of a plan of reorganization is typically the centerpiece of any Chapter 11 case.  Chapter 11’s confirmation provisions – set forth in section 1129 – impose a broad variety of requirements on the debtor, all of which must be met or legitimately excused under recognized exceptions.  Though many of these requirements have been extensively litigated and discussed by Bankruptcy Courts, several – including those pertaining to the governance and ownership structure of the reorganized debtor – have not enjoyed nearly as much review or discussion.  Before the Bankruptcy Court in In re Digerati Technologies, Inc. was the issue of whether the debtor’s proposed management structure was appropriate in light of the Code’s requirement that post-confirmation management be appointed on terms “consistent . . . with public policy” under § 1129(a)(5)(A)(ii).

    Digerati Technologies filed a Chapter 11 bankruptcy petition in May 2013.  The plan submitted by Digerati proposed that the CEO and CFO of the company, who were also stockholders and creditors of Digerati, continue as the officers and directors of the reorganized debtor entity, positions which they had occupied within the two years prior to Digerati’s Chapter 11.  Digerati was a publicly-traded holding company for an operational subsidiary.  Thus, the plan’s proposed ongoing “officer and director” capacity also left Digerati’s CEO and CFO effectively in control of Digerati’s subsidiary.

    Two Digerati stockholders objected to the plan on the grounds that Digerati’s pre-petition self-dealing established that continuation of Digerati’s pre-petition management was “not in the best interest of the estate, the creditors, the equity security holders and fail[ed] to satisfy public policy.”  On the basis of the evidence adduced at the confirmation hearing, the Bankruptcy Court denied confirmation of Digerati’s plan for its inability to satisfy the requirements of section 1129(a)(5)(A)(ii).  In the process, the Court formulated a nine-point checklist of essential factors relevant to determining whether appointment of an individual to serve as an officer of a reorganized debtor is consistent with public policy:

    (1) Does the proposed plan, if confirmed, keep the debtor in existence as an ongoing company, or is the debtor extinguished?

    (2) Is the debtor a publicly- or privately-held company?

    (3) Does continued service of the individual(s) proposed for officers and directors perpetuate incompetence, lack of direction, inexperience, or affiliations with groups inimical to the best interests of the debtor?

    (4) Does the continued service of the proposed individual(s) provide adequate representation of all creditors and equity security owners?

    (5) Does the retention of the proposed individual(s) violate state law in any respect?

    (6) Is each proposed individual a “disinterested person”?

    (7) Is each proposed individual capable and competent to serve in the proposed capacity assigned to him or her?

    (8) Are the salaries and benefits that the proposed individual(s) will receive reasonable based upon the size of the debtor’s operations, the complexity of these operations, and the revenues to be generated?

    (9) Are there any new independent outside directors being appointed under the proposed plan?

    Digerati Technologies‘ review of applicable case law further highlights the following:

    - Such little case law as exists on section 1129(a)(5)(A)(ii) suggests that a consistent focus is on whether management and the board of directors is “disinterested.”  Here, Digerati’s management was not.

    - At least one decision reviewed by the Bankruptcy Court suggests that, where present management will continue, management’s track record is relevant:  Though Bankruptcy Courts are often reluctant to “second-guess” a debtor’s management, they will not reward or perpetuate incompetence and gross mismanagement where it clearly exists.

    - Still another decision reviewed by the Bankruptcy Court focused on management’s level of compensation, relative to its experience and the demands of managing the debtor.

    - Finally, the Bankruptcy Court’s helpful list of summarized factors, digested from all of the decisions, offers practitioners a useful “road map” to consider in drafting a Chapter 11 plan.

    The Digerati decision serves as a reminder that all of Chapter 11’s requirements, no matter how seemingly arcane, must be met prior to a plan’s confirmation.  In hotly-contested matters, these requirements can often be a source of contention and – on occasion – tactical advantage.  In addition to this important reminder, Digerati offers both debtors’ and creditors’ counsel a helpful checklist for assessing their relative positions on the question of the debtor’s proposed corporate governance.

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    Insolvency News and Analysis – June 20, 2014

    June 20th, 2014
    Alphabetical by Author

    Alphabetical by Author (Photo credit: woohoo_megoo)

     

     

     

     

     

     

     

     

     

     

     

    Bankruptcy and Insolvency News and Analysis – Week of June 16 – 20, 2014:

    Confirmation:

    Prevalence and Utility of Roadmap Decisions in Mega-Cases

    No Confirmation Without Representation: New Test Is Proposed for Approval of a Debtor’s Proposed Slate of Post-Confirmation Officers and Directors

    Bankruptcy Sales:

    Bankruptcy Sale: No Stay Pending Appeal, Then No Appeal?

    Secured Lending and Claims:

    An L of a Mess: Perfecting Against LLP’s

    Equity Begets Flexibility: Valuing a Secured Creditor’s Claim in Bankruptcy and Allocating Post-Petition Interest

    Avoidance Actions:

    Seventh Circuit Reads Bankruptcy Safe Harbor Broadly

    Defending Preference and Claw-Back Actions in the Wake of the Supreme Court’s Bellingham Decision

    Executory Contracts and Intellectual Property:

    Contract Remedies in the Face of Imminent Default – What Happens to State Law Adequate Assurance and Anticipatory Breach in Bankruptcy?

    Eighth Circuit reconsiders trademark licenses in bankruptcy

    Cross-Border:

    Comity and drama: current trends in cross-border insolvencies

    Jurisdiction and Bellingham Analysis:

    Supreme Court’s decision in Bellingham leaves key Stern v Marshall questions unanswered

    And Still More:

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    Bankruptcy News and Analysis – June 13, 2014

    June 13th, 2014
    Newspaper

    Newspaper (Photo credit: Wikipedia)

     

     

     

     

     

     

     

     

     

    Asset Ownership

    Bankruptcy Estate: When Is A Joint Venture A Partnership (And Who Cares)?

    Secured Claims

    –  Circuit Court Affirms Bankruptcy Court’s Broad Discretion to Re-Value Collateral in Determining Creditor’s Entitlement to Post-Petition Interest

    Sales

    –  Liens and Interests Jettisoned [In] Asset Sales “Free and Clear”

    Avoidance Actions

    –  Did the Second Circuit Get SLUSA Right in the Madoff Ponzi Scheme Case?

    –  LLC Membership Transfer: Is Expulsion of a Member a Preferential Transfer?

    –  How Safe Is the Section 546(e) Safe Harbor?

    Cross-Border

    –  Limits of the Bankruptcy Code: Foreign  Restructuring Tools in a Czech Environment

    Environmental

    –  Clean Up for What?! After Enough Time, You Can Leave Your Mess Behind

    Tax

    Partnership Bankruptcy Tax Issues

    SCOTUS Rulings

    –  Did Law v. Siegel Sound the Death Knell for the Equity Powers of the Bankruptcy Court?

    –  Breaking News: Unanimous Supreme Court Closes Statutory Gap, Leaves Other “Core” Stern Questions For Another Day (Executive Benefits Insurance Agency v. Arkison)

    –  Applying Its Stern v. Marshall Ruling On The Power Of Bankruptcy Courts, The U.S. Supreme Court Issues A Narrow Decision In Executive Benefits Case

    Other Stories

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    Recent Insolvency and Bankruptcy Headlines – June 6, 2014

    June 6th, 2014

    Some of the week’s top bankruptcy and restructuring headlines:

    English: Part of Title 11 of the United States...

    English: Part of Title 11 of the United States Code (the Bankruptcy Code) on a shelf at a law library in San Francisco. (Photo credit: Wikipedia)

     

    Trends

     

    Business Bankruptcy Filings Off 21% Year-Over-Year

     

    Less Than 1M Filings This Year?

     

    – LBO Defaults Set to Reach A High This Year, Fitch Says

     

    The Changing Nature of Chapter 11

     

    Cross-Border

     

    Cross-Border Issues: Misconduct No Grounds for Termination of Chapter 15

     

    – Liquidators urge speedy action on Hong Kong corporate rescue bill

     

    Financing

     

    DIP Dimensions: Energy Future Intermediate Holding Co. LLC”s Financing Fracas

     

    Avoidance Actions

     

    Avoidance Actions: Subsequent New Value Defense, Good Faith Defense, and Section 546(e) Safe-Harbor

     

    Ponzi Schemes:  11th Circuit Opines on “Property of the Debtor”

     

    – Thelen Ruling Highlights Evidentiary Issues in Fraudulent Transfer Case

     

    Bankruptcy Sales

     

    Limits On Credit Bidding and Section 363(k):  Another Court Follows Fisker

     

    – Successful Bidder Must Pay Damages (In Addition to Forfeiting Deposit) After Backing Out of Sale – At Least in Certain Circumstances

     

    – Upsetting a Bankruptcy Auction: Money Talks

     

    Never Do This: A Lesson On What Not To Do In a Section 363 Auction

     

    Confirmation

     

    Plan Confirmation:  The Tax Man Cometh . . . And Getteth Impaired

     

    Claims

     

    Debt Recharacterization: In re Alternate Fuels: Tenth Circuit BAP Holds Recent Supreme Court Decisions Do Not Limit Power to Recharacterize Debt to Equity

     

    – . . . And More Debt Recharacterization: In re Optim Energy: Court Denies Creditor Derivative Standing to Seek Recharacterization of Equity Sponsors’ Debt Claims

     

     

     

    And Still More:

     

    Related articles

     

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    The Squeaky Wheel Gets the Grease

    May 6th, 2014

    Squeaky WheelAn old and well-known proverb warns:  “It is better to remain silent and be thought a fool than to speak and remove all doubt.”  Over against this timeless advice, however, a very recent Second Circuit offers more specific guidance for creditors of a bankrupt debtor:

    The squeaky wheel gets the grease.

    In Adelphia Recovery Trust v. Goldman, Sachs & Co., et al., a creditors’ trust established to recover transfers under Adelphia Communications’ confirmed Chapter 11 plan of reorganization sought unsuccessfully to recover “margin call” payments made to Goldman, Sachs & Co.  The Second Circuit Court of Appeals agreed with the lower courts in determining that the commingled funds used to make the payments had been taken from a “concentration account” scheduled as property of one of Adelphia Communications’ subsidiaries; consequently the funds were not Adelphia Communications’ to recover, and the trust could not belatedly be re-characterized them as such.  A copy of the decision is available here.

    In 2002, Adelphia Communications Corporation and related subsidiaries entered Chapter 11 bankruptcy following the disclosure of fraudulently concealed, off-balance sheet debt on Adelphia Communications’ books.  The companies were ultimately liquidated and their secured creditors paid in full.  In addition, all of the unsecured debt of Adelphia Communications’ subsidiaries was paid in full, with interest, and Adelphia Communications’ general creditors were paid in part.  Under Adelphia Communications’ Chapter 11 Plan (confirmed in early 2007 – about 2½ years after the company entered bankruptcy), those same unsecured creditors were to receive the proceeds of the Adelphia Recovery Trust.  The Trust was charged with recovery of, among other things, fraudulent transfers made by Adelphia Communications prior to the commencement of the Adelphia cases.

    It was not until 2009 that the Trust identified as funds belonging to Adelphia Communications certain commingled funds held in a “concentration account” of one of Adelphia Communications’ subsidiaries.  Those funds, it was alleged, were used to cover “margin calls” made by Goldman Sachs & Co. in connection with margin loans previously made to Adelphia Communications’ founders and primary stockholders and collateralized by Adelphia Communications stock.  Goldman Sachs had issued the margin calls as the value of Adelphia Commutations stock declined amidst revelations of Adelphia Communications’ off-balance sheet debt.

    Goldman Sachs sought, and obtained, summary judgment in the District Court on the basis that the funds in question had been paid by Adelphia Communications’ subsidiary – and not by Adelphia Communications.  The Recovery Trust appealed, arguing that the funds in question were, in fact, owned by Adelphia Communications.  The Second Circuit Court of Appeals disagreed and affirmed the District Court’s ruling.

    The Second Circuit explained that the commencement of a bankruptcy case triggers a number of requirements for a debtor.  Among these is the mandatory requirement that the debtor must submit a schedule of all its interests in any property, wherever situated.  Ultimately, the debtor must propose a plan which distributes this property within a defined priority scheme, and in the manner most advantageous for the greatest number of creditors.

    The plan must also designate classes of claims and classes of interests and specify how the debtor will attend to these classes.  Once the relevant parties, including the creditors, approve the debtor’s plan, the court confirms the plan and binds all parties.  It is therefore crucial that all claims and interests must be settled before the plan is finalized and within the time frame allotted by the Bankruptcy Code.

    The Second Circuit found that the commingled funds sought by the Adelphia Recovery Trust were claimed by one of Adelphia Communications’ subsidiaries during the bankruptcy proceeding.  Those claims were asserted without objection from Adelphia Communications’ creditors.  The Trust’s subsequent claim to those assets in a subsequent proceeding was therefore inconsistent with creditors’ earlier stance.  Under the doctrine of judicial estoppel, parties (and their successors) cannot be allowed to change their positions at their convenience.  Consistent with this doctrine, disturbing claims and distributions at such an advanced stage of the proceedings to address the creditors’ changed position would undermine the administration of Adelphia Communications’ and its subsidiaries’ related cases.  It would also threaten the integrity and stability of the bankruptcy process by encouraging parties to alter their positions at their whim, as and whenever convenient.

    Adelphia Recovery Trust highlights three important realities of bankruptcy practice:

    First, the filing of a debtor’s bankruptcy schedules is more than a merely a perfunctory act.  It is a preliminary statement, made to the best of the debtor’s belief and under penalty of perjury, of the debtor’s assets (including all of its ownership interests in any property, anywhere) and its liabilities.  Ultimately, creditors and other interested parties – and the court itself – rely upon those schedules in determining the debtor’s compliance with the reorganization requirements of Bankruptcy Code section 1129.

    – Second, related debtors are commonly related in much more than name or ownership.  In addition to inter-company transfers and claims between debtors, it is common for such enterprises to separate functional asset ownership from legal asset ownership.  This distinction may be an important one for various groups of creditors seeking additional sources of recovery.

    – Third (and finally), creditors – and the professionals who represent them – should thoroughly investigate any and all “control,” commingling, and other aspects of the relationships between related debtors which may give rise to indirect ownership of assets.  Where doubt or conflicting claims exist as to specific assets, it is important for parties with competing claims to reserve their rights early and clearly – thereby making themselves the “squeaky wheel” in the event of any future “grease.”

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