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    Breach of fiduciary duty claims dismissed, but conduct might still support equitable subordination or recharacterization
    2008-06-30

    In Mukamal v. Bakes,1 the trustee of two trusts created under a chapter 11 plan of reorganization filed a complaint (the “Complaint”) against the former directors and officers of the debtors, the dominant shareholders of the debtors and the debtors’ accounting firm, alleging, among other things, various breaches of fiduciary duties.

    Filed under:
    USA, Delaware, Insolvency & Restructuring, Litigation, Cadwalader Wickersham & Taft LLP, Shareholder, Debtor, Unsecured debt, Collateral (finance), Arbitration clause, Waiver, Fiduciary, Audit, Board of directors, Trustee
    Location:
    USA
    Firm:
    Cadwalader Wickersham & Taft LLP
    Dashed expectations yield no recovery in Solutia
    2008-01-31

    Creditors have recently made some headway in collecting the full amount to which they are contractually entitled pursuant to various debt instruments. In In re Calpine Corp.,1 reported in our summer 2007 newsletter, the Bankruptcy Court for the Southern District of New York permitted a secured creditor to collect damages (albeit in the form of an unsecured claim) caused by dashed expectations due to the early repayment of its debt.

    Filed under:
    USA, Banking, Insolvency & Restructuring, Litigation, Securitization & Structured Finance, Cadwalader Wickersham & Taft LLP, Bankruptcy, Debtor, Unsecured debt, Interest, Debt, Maturity (finance), Refinancing, Secured creditor, United States bankruptcy court, Trustee
    Location:
    USA
    Firm:
    Cadwalader Wickersham & Taft LLP
    U.S. District Court holds that Puerto Rico's Recovery Act is unconstitutional
    2015-02-09

    On February 6, 2015, Judge Francisco Besosa of the U.S. District Court for the District of Puerto Rico held that the Puerto Rico Public Corporation Debt Enforcement and Recovery Act (the “Recovery Act”) is expressly preempted by section 903 of the Bankruptcy Code and is therefore unconstitutional.

    Filed under:
    Puerto Rico, Insolvency & Restructuring, Litigation, Cadwalader Wickersham & Taft LLP, Debtor, Constitutionality, American Recovery and Reinvestment Act 2009 (USA)
    Authors:
    Thomas Curtin , Mark C. Ellenberg , Howard R. Hawkins Jr. , Ivan Loncar
    Location:
    Puerto Rico
    Firm:
    Cadwalader Wickersham & Taft LLP
    In re Hostess Brands, Inc.: Southern District of New York Bankruptcy Court refuses to send cash collateral dispute to arbitration
    2013-02-04

    On January 7, 2013, the Judge Robert D. Drain of the United States Bankruptcy Court for the Southern District of New York held that a dispute concerning the debtors’ use of cash collateral was not subject to arbitration, notwithstanding a broad arbitration clause in the parties’ underlying agreement, because the decision to allow a debtor to use cash collateral constituted a “core” issue and was a fundamental aspect of the bankruptcy process. In re Hostess Brands, Inc., No. 12-22052 (RDD), 2013 WL 82914 (Bankr. S.D.N.Y. Jan. 7, 2013).

    Background

    Filed under:
    USA, New York, Arbitration & ADR, Insolvency & Restructuring, Litigation, Cadwalader Wickersham & Taft LLP, Bankruptcy, Debtor, Collateral (finance), Arbitration clause, Debtor in possession, United States bankruptcy court
    Authors:
    Michael A. Stevens , Michele C. Maman
    Location:
    USA
    Firm:
    Cadwalader Wickersham & Taft LLP
    Fifth Circuit finds that an electricity requirements contract is a “forward contract” exempt from Bankruptcy Code’s avoidance powers
    2012-10-11

    On August 2, 2012, the United States Court of Appeals for the Fifth Circuit held that a requirements contract for electricity is a forward contract for purposes of section 546(e) of the Bankruptcy Code and, therefore, settlement payments made under the contract are exempt from avoidance as preferences. Claude Lightfoot v.

    Filed under:
    USA, Energy & Natural Resources, Insolvency & Restructuring, Litigation, Cadwalader Wickersham & Taft LLP, Bankruptcy, United States bankruptcy court, Fifth Circuit
    Authors:
    Audrey Aden Doline , Peter M. Friedman
    Location:
    USA
    Firm:
    Cadwalader Wickersham & Taft LLP
    Velo Holdings KEIP approved by SDNY Bankruptcy Court
    2012-07-24

    On June 6, 2012, Bankruptcy Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York approved a $2.875 million key employee incentive plan (“KEIP”) in the Velo Holdings bankruptcy cases over the objection of the U.S. Trustee finding that it was primarily incentivizing and a sound exercise of the debtors’ business judgment.  Inre Velo Holdings Inc., Case No. 12-11384 (MG), 2012 Bankr. LEXIS 2535 (Bankr. S.D.N.Y. 2012).  The decision follows well-settled law in the Southern District and Delaware regarding approval of KEIPs.

    Filed under:
    USA, New York, Insolvency & Restructuring, Litigation, Cadwalader Wickersham & Taft LLP, Debtor, Business judgement rule, United States bankruptcy court, US District Court for SDNY
    Authors:
    Andrew M. Greenberg
    Location:
    USA
    Firm:
    Cadwalader Wickersham & Taft LLP
    Just when I thought I was out . . . Eleventh Circuit rules in TOUSA that refinanced lenders can be “pulled back in” and held liable if a replacement loan is a fraudulent transfer
    2012-05-18

    On May 15, 2012, the Eleventh Circuit Court of Appeals upheld a ruling by the U.S. Bankruptcy Court for the Southern District of Florida, which required certain lenders to return $403 million in prepetition payments they had received from TOUSA, Inc.

    Filed under:
    USA, Florida, Insolvency & Restructuring, Litigation, Cadwalader Wickersham & Taft LLP, Bankruptcy, Debtor, Refinancing, United States bankruptcy court, Eleventh Circuit
    Authors:
    Peter M. Friedman
    Location:
    USA
    Firm:
    Cadwalader Wickersham & Taft LLP
    The Third Circuit reaffirms jurisdictional limits on third party injunctions
    2010-10-27

    In the W.R. Grace bankruptcy, the United States Court of Appeals for the Third Circuit recently reaffirmed its prior rulings on the controversial issue of a bankruptcy court’s power to enjoin actions by third parties against non-debtors.1 Resting on prior precedent, the Third Circuit held that bankruptcy courts lack subject matter jurisdiction to enjoin third party actions that have no direct effect upon the bankruptcy estate.

    Filed under:
    USA, Insolvency & Restructuring, Litigation, Cadwalader Wickersham & Taft LLP, Bankruptcy, Debtor, Injunction, Preliminary injunction, Common law, Subject-matter jurisdiction, Exclusive jurisdiction, US Code, United States bankruptcy court, Third Circuit
    Authors:
    Andrew M. Greenberg
    Location:
    USA
    Firm:
    Cadwalader Wickersham & Taft LLP
    SDNY Bankruptcy Court thwarts takeover by claims purchaser
    2010-04-15

    A creditor’s ability to vote on a plan of reorganization is one of its most fundamental rights in a chapter 11 bankruptcy. For strategic investors in distressed debt, the power to vote—and potentially control a voting class (or obtain a blocking position in that class)— can be a critical tool in maximizing value and return on investment. Investors should be aware, however, that a recent decision by Judge Robert E.

    Filed under:
    USA, New York, Insolvency & Restructuring, Litigation, Cadwalader Wickersham & Taft LLP, Bankruptcy, Debtor, Interest, Discovery, Hedge funds, Debt, Distressed securities, Secured loan, Title 11 of the US Code, Dish Network, United States bankruptcy court, US District Court for SDNY
    Authors:
    Peter M. Friedman , Leslie W. Chervokas
    Location:
    USA
    Firm:
    Cadwalader Wickersham & Taft LLP
    Third party releases survive Supreme Court's decision in Travelers Indemnity Co. v. Bailey
    2009-06-25

    Last week, the Supreme Court issued its decision in Travelers Indemnity Co. v. Bailey,2 establishing an important precedent concerning the ability of bankruptcy courts to release claims against third party non-debtors in chapter 11 plans of reorganization. In the June 2009 issue of Cadwalader’s Restructuring Review newsletter, we introduced this case and considered the potential implications of a ruling on this important but unsettled topic.

    Filed under:
    USA, Insolvency & Restructuring, Litigation, Cadwalader Wickersham & Taft LLP, Contractual term, Bankruptcy, Debtor, Injunction, Debt, Consent, Title 11 of the US Code, Deutsche Bank, SCOTUS, Second Circuit, United States bankruptcy court, Seventh Circuit
    Location:
    USA
    Firm:
    Cadwalader Wickersham & Taft LLP

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