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Tax issues on corporate reorganisations
2009-05-31

It is not surprising that within an economic outlook which seems permanently set to "gloomy" many companies are having to think about reorganising their operations or restructuring their holding structures This article highlights some of the tax and other considerations which must be borne in mind when considering such reorganisations or restructurings with reference to some recent (and less recent) cases and changes in the law and points which have come to the fore in the current climate.

Recapitalisations

Filed under:
USA, Insolvency & Restructuring, Tax, Jones Day, Share (finance), Shareholder, Market capitalisation, Debtor, Value added tax, Taxable income, Swap (finance), Debt, Balance sheet, Market value, Subsidiary, Corporate bond, Finance Acts (UK), Companies Act 2006 (UK), Court of Justice of the European Union
Authors:
Anthony Whall
Location:
USA
Firm:
Jones Day
View Original Article
PIF revisited - no right not to be diluted
2011-10-07

On 5 October 2011 Justice Barrett of the Supreme Court of NSW handed down a decision in Centro Retail Limited and Centro MCS Manager Limited in its capacity as Responsible Entity of the Centro Retail Trust [2011] NSWSC 1175 (“Centro”) where he found that the responsible entity of Centro Retail Trust would be justified in modifying the constitution of the trust without unitholder approval to a insert a provision permitting the issue of units at a price different to that provided for by the pre-existing provisions.

Filed under:
Australia, New South Wales, Insolvency & Restructuring, Litigation, King & Wood Mallesons, Retail, Security (finance), Investment funds, Market value, Net asset value, Constitutional amendment, Corporations Act 2001 (Australia), Constitution, Australian Securities Exchange, ING Group, Federal Court of Australia, New South Wales Supreme Court
Location:
Australia
Firm:
King & Wood Mallesons
View Original Article
Corporate reorganization of Takefuji corporation
2010-10-04

Court Acceptance of Petition for Corporate Reorganization

Filed under:
Japan, Insolvency & Restructuring, White & Case LLP, Shareholder, Debtor, Unsecured debt, Debt, Liability (financial accounting), Balance sheet, Debtor in possession, Market value, Trustee
Location:
Japan
Firm:
White & Case LLP
View Original Article
Preparing for the unthinkable: the collapse of another major dealer and practical risk mitigation strategies to take now
2009-01-15

The collapse of Lehman Brothers was a major test of the procedures developed by market participants to address counterparty credit risk and has uncovered deficiencies in risk management policies and their application.

Filed under:
USA, Capital Markets, Insolvency & Restructuring, Kramer Levin Naftalis & Frankel LLP, Letter of credit, Collateral (finance), Swap (finance), Margin (finance), Hedge funds, Credit risk, Trader (finance), Mutual fund, Default (finance), Market value, Unsecured creditor, Bankruptcy of Lehman Brothers, Lehman Brothers
Location:
USA
Firm:
Kramer Levin Naftalis & Frankel LLP
View Original Article
The Dana NOL Trading Order: new protections for investors
2007-10-04

On August 9, 2006, Judge Burton R. Lifland of the United States Bankruptcy Court for the Southern District of New York entered a Final Order Establishing Procedures for Trading in Claims and Equity Securities of Dana Corporation (the “Dana NOL Trading Order”). The Dana NOL Trading Order is materially different from NOL trading orders that have been approved by other bankruptcy courts and, from the perspective of investors in claims and distressed securities, represents a material improvement.

Treatment of NOLs in Business Reorganizations

Filed under:
USA, Capital Markets, Insolvency & Restructuring, Litigation, Kramer Levin Naftalis & Frankel LLP, Debtor, Injunction, Security (finance), Taxable income, Economy, Market value, Distressed securities, Internal Revenue Code (USA), United States bankruptcy court
Location:
USA
Firm:
Kramer Levin Naftalis & Frankel LLP
View Original Article
Third Circuit upholds use of discounted cash flow method under Bankruptcy Code Section 562 in In re American Home Mortgage Holdings, Inc., et al.
2011-03-02

On February 16, 2011, the United States Court of Appeals for the Third Circuit ruled that a discounted cash flow analysis constituted “a commercially reasonable determinant[] of value” for purposes of section 562(a) of the United States Bankruptcy Code.1 In so doing, the court upheld the United States Bankruptcy Court for the District of Delaware decision sustaining the objection of American Home Mortgage Holdings, Inc.

Filed under:
USA, Insolvency & Restructuring, Litigation, Cadwalader Wickersham & Taft LLP, Bankruptcy, Statutory interpretation, Mortgage loan, Default (finance), Market value, Discounted cash flow, United States bankruptcy court, Third Circuit
Authors:
Mark C. Ellenberg , Michele C. Maman
Location:
USA
Firm:
Cadwalader Wickersham & Taft LLP
View Original Article
American Home court denies bank’s deficiency claim by accepting discounted cash flow valuation of mortgage loan portfolio subject to repurchase agreement
2009-09-17

A Delaware bankruptcy court recently delivered the first decision applying section 562 of the Bankruptcy Code to a claim based on the termination of a repurchase agreement. In re American Home Mortgage Corp., Bankr. Case no. 07-1104, Dkt. no. 8021 (Bankr. D. Del. Sept. 8, 2009). The court’s ruling creates additional uncertainty in the calculation of bankruptcy claims, not only with respect to repurchase agreements but also with respect to other safe harbored financial contracts.

Filed under:
USA, Delaware, Banking, Insolvency & Restructuring, Litigation, Cadwalader Wickersham & Taft LLP, Bankruptcy, Debtor, Mortgage loan, Debtor in possession, Market value, Valuation (finance), Discounted cash flow, United States bankruptcy court
Authors:
Mark C. Ellenberg , Peter M. Dodson , Leslie W. Chervokas
Location:
USA
Firm:
Cadwalader Wickersham & Taft LLP
View Original Article
Second Circuit rules against net winners in Madoff “net equity” dispute
2011-08-18

In a decision likely to affect thousands of Madoff investors, the Second Circuit Court of Appeals on Aug. 16, 2011 unanimously upheld the method used by the liquidating trustee for Bernard L.

Filed under:
USA, Capital Markets, Insolvency & Restructuring, Litigation, White Collar Crime, Schulte Roth & Zabel LLP, Security (finance), Fraud, Standard of review, Liquidation, Broker-dealer, Investment funds, Market value, Pro rata, Securities Investor Protection Corporation, Second Circuit, United States bankruptcy court, Trustee
Authors:
Michael L. Cook
Location:
USA
Firm:
Schulte Roth & Zabel LLP
View Original Article
The Second Circuit interprets the Bankruptcy Code’s safe harbor provisions more broadly than the Bankruptcy Court
2011-07-27

The Second Circuit Court of Appeals has now weighed in on the Bankruptcy Code’s safe harbor provisions. In Enron Creditors Recovery Corp. v. Alfa, S.A.B. de C.V., Docket Nos. 09–5122, 09–5142, 2011 WL 2536101 (2d Cir. June 28, 2011), the Second Circuit Court of Appeals faced an issue of first impression—whether Section 546(e) of the Bankruptcy Code, which shields certain payments from avoidance actions in bankruptcy, extends to an issuer’s payment to redeem its commercial paper made before maturity.

Filed under:
USA, Insolvency & Restructuring, Litigation, Alston & Bird LLP, Bankruptcy, Unsecured debt, Security (finance), Fraud, Safe harbor (law), Discovery, Debt, Maturity (finance), Broker-dealer, Market value, Accrued interest, Commercial paper, Enron, Second Circuit, United States bankruptcy court
Location:
USA
Firm:
Alston & Bird LLP
View Original Article
SIGTARP releases report on AIG rescue and payments to AIG counterparties
2009-11-17

On Monday, the Office of the Special Inspector General for the Troubled Asset Relief Program (SIGTARP) released a report entitled “Factors Affecting Efforts to Limit Payments to AIG Counterparties.” The report examines certain transactions related to the rescue of AIG, including the creation of Maiden Lane III, a limited liability company formed last year to facilitate the purchase of assets from counterparties of AIG Financia

Filed under:
USA, Insolvency & Restructuring, Insurance, Alston & Bird LLP, Market liquidity, Limited liability company, Swap (finance), Market value, Collateralized debt obligation, Credit default swap, Troubled Asset Relief Program, US Congress, American International Group, Federal Reserve System, Bank of New York Mellon, Inspector general
Authors:
Ian Grant
Location:
USA
Firm:
Alston & Bird LLP
View Original Article

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