Practical Issues in Corporate Governance Before, During and Upon Emergence from Chapter 11

This panel covers a number of issues in the corporate sphere, including (1) issues that arise when negotiating or litigating with a challenging board of directors, especially those containing directors who were appointed by a controlling shareholder; (2) how to make sure that management plays the role of neutral stakeholder throughout the plan and/or § 363 process (i.e., compensation, assumption of employment contracts, assumption or rejection of benefit plans, treatment of special supplier and customer relationships, fringe benefits and filing of proofs of claim, among others); and (3) things of which new shareholders need to be mindful (e.g., board composition, independence and observer rights, management, MIP, KEIPs/KERPs, CoC/severance, antitrust issues, public vs. private emergence and structuring the exit (e.g., how much debt?)).