Effective March 23, 2015, the Ohio Revised Code will contain robust provisions for the court appointment of a receiver, which will expand the statutory grounds for such appointments and expressly authorize enumerated powers for receivers designed to facilitate the receiver’s ability to liquidate assets. In many respects the revised statute codifies a number of existing practices.

It long has been the law that unpaid creditors of an insolvent debtor can complain if the debtor sells or otherwise transfers any of its assets for less than their fair value. Assume, for example, a company in financial distress sells one of its manufacturing plants to an unrelated purchaser for $15 million. If an unpaid creditor of the seller can demonstrate the fair value of the facility at the time of the sale was $20 million, the purchaser may be required to account to the seller, or its creditors, for the $5 million difference.

In a major victory for secured creditors, the United States Bankruptcy Court for the Western District of Tennessee has held that a sale of secured property must afford a secured creditor the right to credit bid for its collateral under section 363(k) of title 11 of the United States Code (Bankruptcy Code), except in extraordinary circumstances upon a showing of “cause.” The court held that even where secured party credit bidding might impact the competitive bidding process – including potentially “chilling” third party bids – this alone does not constitute sufficient cause to deny a credito

On Wednesday, the Second Circuit Court of Appeals put a nail in the coffin of the attempt by Thelen LLP’s bankruptcy trustee to claw back fees on work that the firm’s former partners took with them to their new firm, Seyfarth Shaw LLP.  Here’s the opinion.

​The doctrine of federal paramountcy provides that where there is an inconsistency between validly enacted but overlapping provincial and federal legislation, the provincial legislation is inoperative to the extent of the inconsistency and the remainder of the provincial legislation is unaffected.

On June 9, 2014, a unanimous Supreme Court issued the latest in a series of key rulings regarding the extent of a bankruptcy court’s constitutional authority.¹ Notably, while Monday’s Executive Benefitsdecision answered one important question arising out of the Court’s 2011 decision in Stern v. Marshall,² it also left the primary question that resulted in a split in the Circuit Courts of Appeals to be decided another day.

The Aftermath of Stern v. Marshall

A recent decision at the Ontario Superior Court of Justice (Commercial List) brought to the fore the role of fairness opinions in solvent arrangement transactions. In Re ChampionIron Mines Limited (Champion) the court approved the arrangement but deemed the fairness opinion inadmissible on the basis that it failed to disclose the reasons underlying its conclusion.

In Susi v. Bourke, 2014 O.J. No. 11

A Summary

In Susi v. Bourke, [2014] OJ No 11, the Ontario Superior Court of Justice held that when all of the directors of a corporation fail to comply with their fiduciary duties, none of them can seek a remedy for oppression.

Would you know what to do if you learned that one of your franchisees had filed for bankruptcy? Perhaps more importantly, would you know what not to do? While each circumstance and franchise agreement is different, there is a general framework for dealing with a franchisee in bankruptcy. Here we’ll introduce some of the issues you are likely to encounter throughout the bankruptcy process.

The Automatic Stay

The United States Court of Appeals for the Fourth Circuit recently affirmed the bankruptcy court decision in the Qimonda AG chapter 15 bankruptcy case,¹ providing that holders of intellectual property licenses based on U.S. patents are entitled to the special protections contained in 11 U.S.C. § 365(n).² In so doing, the court bolstered the rights of U.S. intellectual property licensees whose agreements might otherwise be vulnerable to termination in a cross-border insolvency proceeding.

Background