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March 1, 2011Robin Phelan, Ocean Tama
The Use of DIP Financing as a Mechanism to Control the Corporate Restructuring Process
Lenders routinely use debtor-in-possession (“DIP”) financing agreements to gain substantial control over debtors in Chapter 11 and the bankruptcy reorganization process. However, the currently accepted degree of lender control over the Chapter 11 process has evolved into a major de facto change in the bankruptcy process that inhibits rehabilitation of distressed companies. This evolution has been accelerated by the overleveraging of debtors, the proliferation of secured financing, restrictions on the time for debtors to assume or reject leases, the exorbitant cost of DIP financing, and the availability of forms of DIP financing documents on the Internet. Whether this change is bad policy, or merely an economically efficient reallocation of capital, is an issue that courts, scholars, and practitioners are struggling to address.
November 1, 2013Jonathon C. Clark
Dude, Where’s My Car? How the Proposed Uniform Certificate of Title Act Addresses Conflicts Between the Texas Certificate of Title Act and the Uniform Commercial Code
Commonly, when purchasing a vehicle, a consumer, whom we will call Joe, goes to a dealership and looks around for an affordable and suitable vehicle. After haggling with the salesperson over the terms, making a deal, and arranging a form of payment, Joe fills out paperwork to transfer the ownership of the vehicle and pays the dealer to cover the titling expenses, which the dealer promises to send to the state certificate of title (“CT”) office so that the ownership of record may be transferred to Joe pursuant to the state’s CT law.
November 1, 2012Jennifer Avery, David Lawrence, Todd Lowther, Karen Rose, Joshua Russ, Brandon Schubert, Andrew Wootton, Travis Youngblood
Series LLCs: Nuts and Bolts, Benefits and Risks, and the Uncertainties That Remain
A series limited liability company (“Series LLC”) is a variation of the traditional limited liability company (“Traditional LLC”) that is available under several states’ limited liability company (“LLC”) statutes. A Series LLC is, effectively, a collection of subunits within one LLC that can be created according to statute without actually forming multiple LLCs. Under a typical Series LLC statute, found in Delaware, Texas, Illinois, and several other states, a Series LLC can have as many different, individual series as the members desire, and each series looks and acts almost exactly like a separate LLC. In effect, a Series LLC is a way around creating multiple LLCs – only a single entity need be created, but assets, ownership and, therefore, liability, can be allocated exactly as if multiple entities had been formed.
March 21, 2024ronc
Bankruptcy Discussions
No one goes into business planning to file bankruptcy. But even thriving businesses may be drawn into bankruptcy if one of their customers or suppliers files for bankruptcy protection. And when faced with economic headwinds, businesses that thoughtfully plan for a potential bankruptcy filing early on tend to fare better than those businesses that hold out until the bitter end and file only as a last resort. While an actual bankruptcy case calls for a specialist, all business lawyers should have a working understanding of bankruptcy basics to identify opportunities and threats.
March 6, 2021Annie Catmull
Key Bankruptcy Principles for Business Lawyers
Principles Common to All Bankruptcy Cases, Regardless of Chapter
November 8, 2020Tricia R. Deleon
Bankruptcy 101: Landmines to Avoid During the Pandemic and Beyond
Bankruptcy filings will inevitably be on the rise given the uncertain economic environment. If your client’s company is a creditor involved in a bankruptcy, there is no substitute for being prepared for and seeking outside bankruptcy counsel to advise on proper strategy. You may want to advise your client to proactively hiring counsel to strategically structure vendor contracts; analyze sale opportunities, particularly of distressed assets; restructure your own client’s corporate debt; if involved in a large Chapter 11, hire counsel to advise upon the benefits of having representation upon the creditors’ committee; and, advise your client’s company, if applicable, on the bankruptcy impacts of oil and gas and intellectual property issues.
May 21, 2016Kyung S. Lee
Reorganization of Entities
The circumstances and sequence of events in a Chapter 11 case are varied. Assuming the most favorable of circumstances, a Chapter 11 case commenced solely for the purpose of binding creditors to a plan already accepted pre-petition by creditors, sometimes called a pre-packaged plan, may achieve confirmation within thirty to sixty days after the filing of the petition. Such cases normally require substantial time and effort for negotiation and documentation before the Chapter 11 case is commenced. In contrast, some Chapter 11 cases may be pending for several years awaiting the formulation of a business plan and the other requirements for proposal of a plan and confirmation. Most Chapter 11 cases require six months to a year or longer to achieve confirmation of a plan and to consummate it.
October 15, 2011Adrienne Randle Bond, Allen Sparkman
The Series LLC: A New Planning Tool
While the Series LLC is a new vehicle that has some unanswered questions, it is a solution to problems of management of assets that have common, but not identical features. The statute makes very clear the ability to deal with assets and the transactions surrounding assets that may be held by an entity. If you focus on the feature of asset management and commonality, but not identity, the confusion caused by the flexibility permitted in the TBOC provisions falls away, and you are able to focus on fact patterns that are truly facilitated by this structure. The single most ―common‖ commonality is management, but the commonality may be the nature of the asset (such as the accumulation of one large asset from divided parts) or the development of an asset over time, where ownership may shift. We would like to encourage you to join the ranks of the optimists and urge you to study and think about this new vehicle. Consider embracing the good points of a Series LLC in transactions appropriate for the solutions that it provides.
May 28, 2011Adrienne Randle Bond, Steven D. Moore
What are Series LLCs? An Overview of Drafting and Operational Considerations
This paper is to discuss what the state of law is on series under the Texas statute, with some consideration of the other jurisdiction and practice pointers for resolving the issues presented by the statutory formulation for the Series LLC.
October 23, 2009J. Eric Ivester
Business and Bankruptcy
These are the presentation slides.
January 30, 2023U.S. Court of Appeals for the Third Circuit
LTL Management LLC v., 22-2003 (3rd Cir. 2023)
Opinion from the U.S. Court of Appeals for the Third Circuit