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BAST AMRON ATTORNEYS PRESENT ON CHAPTER 11 STANDARDS FOR APPROVING NON-ORDINARY TRANSACTIONS

BAST AMRON ATTORNEYS PRESENT ON CHAPTER 11 STANDARDS FOR APPROVING NON-ORDINARY TRANSACTIONS

February 18, 2022 by Maylynn

February 18th, 2022 - Posted in Dana R. Quick, Events, Jaime Leggett

MIAMI, FL- February 18, 2022-  Bast Amron Partner Dana Quick and Attorney Jaime Leggett will be panelists on a Strafford virtual 90 min CLE webinar, Wednesday, February 23, 2022, from 1:00 pm – 2:30 pm EST, on the topic of Chapter 11: Limiting Debtor’s Business Judgment Under 363 and for Transactions Outside the Ordinary Course.

Articulated Business Justification; Totality of the Circumstances; Conflicts With Section 503.

The 90 min CLE webinar, hosted by Strafford, will discuss the standard for approval of transactions outside the ordinary course of business of the Chapter 11 debtor, often under 11 USC 362 and 365, and how and why the debtor’s “business judgment” is often more limited than might seem. The panel will review how courts have articulated the “business judgment rule” in bankruptcy, whose business judgment counts, and differences between the rules as stated and as actually applied in practice.

Description

Transactions outside the ordinary course of business are the lifeblood of Chapter 11. The trustee or debtor-in-possession wishing to sell assets, assume or reject leases, and engage in other transactions must convince the bankruptcy court that the transaction is in the debtor’s best interests and its estate–not specific creditors or other constituencies. A consensus developed almost 40 years ago that such transactions would be approved if supported by an articulated business justification.

That justification has always been fluid. The initial question is whether the judge decides that issue independently or defers to the debtor’s “articulated business purpose” or “business judgment” and what that means. Different courts define the same standard differently. When applying a rule, what courts say they do and what they do are sometimes different.

Further complicating the analysis, when parties attempt to include in sale contracts, bidding terms, or restructuring agreements fees and expenses that look like Section 503 administrative claims, many courts are subjecting the terms to a substantial contribution test. Rules that permit deference only to decisions by bona fide independent directors or management invite scrutiny of that independence.

Listen as this experienced panel of bankruptcy lawyers discusses the limitations on a debtor’s business judgment in Chapter 11.

Outline

History of the business judgment rule under Sections 363 and 365

Exceptions to business judgment rule of decision

How the inclusion of Section 503 fees in orders or agreements affects analysis

Strategies for leveraging ambiguities in the standard

Additional issues considered when transactions involve insiders and affiliates

Benefits

The panel will review these and other key issues:

What exactly is the business judgment rule in bankruptcy?

Do courts apply state law business judgment tests?

Does ambiguity in the standards offer leverage points to stakeholders?

To register, or to learn more, click here.

*There is a cost to attend

 

MIAMI, FL- February 18, 2022-  Bast Amron Partner Dana Quick and Attorney Jaime Leggett will be panelists on a Strafford virtual 90 min CLE webinar, Wednesday, February 23, 2022, from 1:00 pm – 2:30 pm EST, on the topic of Chapter 11: Limiting Debtor’s Business Judgment Under 363 and for Transactions Outside the Ordinary Course.

Articulated Business Justification; Totality of the Circumstances; Conflicts With Section 503.

The 90 min CLE webinar, hosted by Strafford, will discuss the standard for approval of transactions outside the ordinary course of business of the Chapter 11 debtor, often under 11 USC 362 and 365, and how and why the debtor’s “business judgment” is often more limited than might seem. The panel will review how courts have articulated the “business judgment rule” in bankruptcy, whose business judgment counts, and differences between the rules as stated and as actually applied in practice.

Description

Transactions outside the ordinary course of business are the lifeblood of Chapter 11. The trustee or debtor-in-possession wishing to sell assets, assume or reject leases, and engage in other transactions must convince the bankruptcy court that the transaction is in the debtor’s best interests and its estate–not specific creditors or other constituencies. A consensus developed almost 40 years ago that such transactions would be approved if supported by an articulated business justification.

That justification has always been fluid. The initial question is whether the judge decides that issue independently or defers to the debtor’s “articulated business purpose” or “business judgment” and what that means. Different courts define the same standard differently. When applying a rule, what courts say they do and what they do are sometimes different.

Further complicating the analysis, when parties attempt to include in sale contracts, bidding terms, or restructuring agreements fees and expenses that look like Section 503 administrative claims, many courts are subjecting the terms to a substantial contribution test. Rules that permit deference only to decisions by bona fide independent directors or management invite scrutiny of that independence.

Listen as this experienced panel of bankruptcy lawyers discusses the limitations on a debtor’s business judgment in Chapter 11.

Outline

History of the business judgment rule under Sections 363 and 365

Exceptions to business judgment rule of decision

How the inclusion of Section 503 fees in orders or agreements affects analysis

Strategies for leveraging ambiguities in the standard

Additional issues considered when transactions involve insiders and affiliates

Benefits

The panel will review these and other key issues:

What exactly is the business judgment rule in bankruptcy?

Do courts apply state law business judgment tests?

Does ambiguity in the standards offer leverage points to stakeholders?

To register, or to learn more, click here.

*There is a cost to attend

 

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Maylynn Menoud  | Marketing Director
T: (305) 379-7904 | D: (305) 357-4794
mmenoud@bastamron.com

BAST AMRON is a boutique law firm focused on business insolvency and litigation. Our insolvency practice emphasizes workouts, restructurings, liquidations, bankruptcy, and bankruptcy avoidance. We represent debtors, creditors, committees, trustees, and other fiduciaries in bankruptcies, receiverships, and assignments for the benefit of creditors. Our litigation practice is primarily plaintiff oriented. We know how to investigate, formulate and prosecute claims arising from business disputes. By combining our business insolvency knowledge with our extensive courtroom experience, we successfully guide our clients through all aspects and types of commercial litigation in state and federal courts across the country. Whether the issue is litigation or insolvency or both, we view our clients’ needs through a holistic lens to formulate and implement dynamic solutions to their most important challenges.

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