transcript   Transcript

Acquiring Assets from the Debtor Estate, Corporate Governance and D&O Duties and Liability

Recorded on: May. 1, 2017
Running Time: 01:01:07

Full Transcript:

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Taken from the Web Program Bankruptcy & Reorganizations 2017: Current Developments recorded April, 2017 in New York.

Acquiring Assets from the Debtor Estate, Corporate Governance and D&O Duties and Liability [01:01:07]
  • Process, procedures and litigation—scope and extent of break-up and topping fees
  • Structuring and negotiating bids—G.M., Los Angeles Dodgers; Fisker, RML, and small and medium cases
  • Assignments of contracts
  • Sales free and clear and grounds for objections—cf. Clear Channel and progeny; restrictive covenants—Heatherwood Holdings
  • Bidding in during a 363 sale and plan confirmation- River Road; Innkeepers; Fisker; Free Lance-Star Publishing; cf. RML Development
  • Successor liability and future claims; GM; Emoral
  • Licenses, trademarks and patents in sales
  • Valuations in sales
  • Hearings, appeals and mootness—GM, Chrysler; Global Energies, New Energy Corp., CW Mining
  • Corporate governance issues and bankruptcy; state and international law
  • Liability, insurance and fiduciary duties of officers and directors of insolvent debtors; Lyondell; Deepening Insolvency liability and damages law – Lemington Homes; Business judgment—Quadrant
  • D & O claims held by the estate and third parties

The purchase price of this segment includes the following article from the Course Handbook available online:

  • Use of Break-Up and Topping Fees in Corporate, Restructuring and Bankruptcy Asset Sales (November 2014)
    Joseph Samet
  • Duties of Directors and Officers and Liability Issues (February 2017)
    Jacob M. Kaplan, Joseph Samet

Presentation Material

  • Acquiring Assets from the Debtor Estate, Corporate Governance and D&O Duties and Liability
    Kathryn A. Coleman, Joseph Samet
Kathryn A Coleman ~ Hughes Hubbard & Reed LLP
Joseph Samet ~ Baker & McKenzie LLP (Ret.)
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