This dynamic session will deliver practical guidance to corporate restructuring professionals when cryptocurrency is part of a Chapter 11 matter. Panelists will discuss how to effectively identify case assets, handle creditor distributions, manage community management, and oversee media interest, among other areas.
Participants will gain valuable insight into practical case management involving cryptocurrency. Attendees will learn about best practices for effective case resolution, along with pitfalls to avoid.
Business
Suggested Speakers
This session will provide a comprehensive understanding of the Business Judgment Rule (BJR) as it applies to corporate governance, with a specific focus on how directors and officers can navigate potential litigation. The session will start with a foundational overview of the BJR, followed by an in-depth analysis of the key legal cases that have shaped its application. Additionally, the session will delve into the strategies for advising corporate clients—particularly directors and officers—on how to avoid becoming targets of litigation, including the role of independent board directors in mitigating risk.
Session Structure and Key Topics:
1. Introduction to the Business Judgment Rule (BJR)
Objective: Provide a foundational understanding of the BJR and its role in corporate governance.
- Definition of the BJR and its purpose in protecting directors and officers from liability.
--- The BJR presumption: when courts defer to the decisions of corporate leaders.
--- Key elements required to invoke the BJR: good faith, rationality, and lack of conflicts of interest.
--- Key areas where the BJR applies: financial decisions, strategic direction, and operational oversight.
2. Key Legal Cases Shaping the Business Judgment Rule
Objective: Explore the landmark cases that have defined and evolved the application of the BJR.
- Smith v. Van Gorkom (1985): The duty of care in decision-making and its relation to the BJR.
- Aronson v. Lewis (1984): The standard for judging board decisions and establishing the BJR presumption.
- In re Caremark International Inc. Derivative Litigation (1996): The BJR's application in oversight and monitoring duties.
- Stone v. Ritter (2006): Examining the role of good faith and the implications for directors' oversight responsibilities.
- Directors' duty of loyalty vs. duty of care: Understanding the balance and how courts distinguish between them.
3. Litigating Business Judgment: Defending and Pursuing Claims
Objective: Offer insight into the litigation landscape for D&O claims and how the BJR impacts defense and pursuit of litigation.
- Litigating under the BJR: When the rule can be overcome by plaintiffs and how courts assess the decision-making process of directors.
- Strategies for defending directors and officers in lawsuits, including the use of the BJR as a key defense.
- How plaintiffs attempt to overcome the BJR (e.g., allegations of bad faith, lack of independence, or conflicts of interest).
- Case studies and trends in shareholder derivative suits and class actions.
4. How to Advise Directors and Officers to Avoid Becoming Targets of Litigation
Objective: Discuss proactive strategies for corporate advisors to help directors and officers avoid litigation exposure.
- Best practices for documenting decisions to ensure alignment with the BJR.
- The importance of maintaining a robust conflict-of-interest policy and board independence.
- Key governance practices that mitigate risks: regular board evaluations, clear delegation of authority, and transparency in decision-making.
- Ensuring compliance with statutory and fiduciary duties—particularly in distressed situations.
- The role of internal and external advisors in helping directors navigate complex situations.
5. The Role of Independent Board Directors in Mitigating Risk
Objective: Highlight the importance of independent directors in protecting the organization and its leadership from litigation.
- Defining the role and responsibilities of independent board members.
- How independent directors help reinforce the BJR in decision-making processes.
- The critical role of independent directors in distressed or bankruptcy situations.
- Best practices for selecting, empowering, and working with independent board directors to safeguard against personal liability.
Target Audience:
General Business Bankruptcy Counsel | Corporate Governance Professionals | Directors and Officers (D&O) | Litigators specializing in corporate governance and D&O cases | Financial Advisors specializing in distressed situations and workouts | CROs
Learning Objectives:
- Gain a comprehensive understanding of the Business Judgment Rule and its importance in corporate governance.
- Analyze major legal cases and their impact on the application of the BJR.
- Develop strategies for defending and pursuing litigation involving directors and officers.
- Learn proactive strategies for advising directors and officers to minimize the risk of personal liability and litigation.
- Understand the importance of independent board directors in mitigating risks for directors and officers.
Business
Suggested Speakers
In high profile restructurings, managing public perception and crafting a go-forward narrative matters. This session explores how strategic communications play a critical role in mitigating reputational damage and preserving brand and estate value throughout the restructuring process, including positioning the company for success upon emergence.
We will explore the importance of:
- Developing a comprehensive communication strategy to address various stakeholders (employees, partners, media, etc.) and preserve enterprise value
- Being prepared to implement aspects of the strategy even before filing (given propensity for leaks) and during key moments of the process through emergence
- Communicating effectively to promote business objectives, shape public perception, support legal strategies, and stabilize key stakeholder relationships
- Proactively (and reactively) addressing misinformation, media inquiries and stakeholder concerns to protect the brand and franchise
- Learning from real-world examples of communication efforts in major bankruptcies
Participants will be able to understand:
- The role strategic communications play in preserving value of the brand and business, including keeping internal and external parties apprised and on side
- The importance of crafting clear, forthright, consistent and timely messaging
- The ways in which strategic communications can significantly influence the outcome of a restructuring process
Bankruptcy attorneys regularly use auctions to liquidate assets, but few understand the underlying principles that make auctions successful, fair, and efficient. This session, inspired by Auctions by Timothy P. Hubbard and Harry J. Paarsch, provides an accessible introduction to auction theory tailored to bankruptcy practitioners. Attendees will learn about key auction types, common bidding strategies, and potential pitfalls like collusion and the "winner's curse." With a focus on practical applications, this session equips attorneys to better structure auctions, choose the right formats for specific assets, and advocate for processes that maximize creditor recovery. Perfect for attorneys aiming to enhance their approach to bankruptcy auctions and secure optimal outcomes for clients.
By the end of this session, participants will be able to identify and differentiate between key auction formats used in bankruptcy contexts, understand fundamental bidding strategies and their impact on auction outcomes, and recognize common auction pitfalls, such as collusion and the winner’s curse. Attendees will gain practical insights into selecting auction structures that align with asset types and client goals, ensuring fairer and more effective liquidation processes. This knowledge will empower bankruptcy attorneys to enhance asset recovery efforts and better advocate for clients throughout the auction process.
Business
Suggested Speakers
Mike
Carey
mcarey@tranzon.com
Mike
Carey
mcarey@tranzon.com
Tranzon Auction Properties
The prevalence of liability management exercises (LMEs) continues to grow as companies seek creative solutions to manage unsustainable capital structures. Majority creditor groups have a long list of options to choose from in order to put themselves in front of minority creditors – priming, uptiering, covenant stripping, drop-down transactions and more. But the track record for so-called lender-on-lender violence has been patchy at best, often serving as a precursor to bankruptcy, rather than a way to avert it.
Potential discussion points:
1) What are some key takeaways from recent litigation, and what could have been done differently?
2) How can minority/nonparticipating lenders best protect themselves via creditor cooperation agreements?
3) What are the implications of these transactions on valuations?
4) How have these transactions evolved, and what does the future of lender-on-lender violence hold?
Attendees will gain an understanding of the current and future state of liability management exercises, including insights on litigation trends and updates on several recent key appeals.
Attendees will also learn about strategic approaches for creditors to effectively navigate these challenges and how lawyers can stay on top of these issues for their clients.
The session will provide projections for the distressed debt landscape in the upcoming year, equipping participants with knowledge to forecast opportunities that may arise.
Debtor
The Supreme Court's June 2024 decision in Truck Insurance Exchange v. Kaiser Gypsum Company held that insurers qualified as "parties in interest" under Section 1109(b), entitling those insurers to object to a plan of reorganization. This landmark decision is likely to have far-ranging effects in the reorganization world and affect debtors and creditors committees alike. The ABI should host a panel examining the expected extent and impact of those effects, including that:
- debtors and creditors should prepare for the fact that insurance carriers will start getting a seat at the negotiating table;
- the insurance industry may view Truck as not merely granting a seat at the table, but also as an invitation to test the boundaries of its newly granted position;
- Truck presents an existential threat to the already-risky tack of chapter 11 plans' limiting director and officer liability to only insurance proceeds;
- insurance carriers will likely leverage Truck to urge courts in jurisdictions that deem insurance proceeds to be property of the estate to reexamine the status quo; and
- insurance carriers will begin to horse-trade for concessions in connection with first-day motions and debtors' purchasing tail coverage and run-off policies post-petition.
Participants will gain knowledge and skills vital to negotiating insurance-related issues in bankruptcy, such as:
- traps for the unwary in attempting to limit liability in chapter 11 plans to only insurance proceeds;
- how to maximize or minimize Truck's reach in their next plan negotiation, depending on whether their goal is to tout or downplay its effects; and
- how to navigate coverage issues if insurance carriers are granted a seat at the table during their next plan negotiation.
Debtor
Session will identify options to bankruptcy for struggling companies and explain why certain alternatives should be considered and in certain instances utilized.
Many bankruptcy practioners are not familiar with non-bankruptcy options such as ABCs and UCC sales which in many instances are far superior to the bankruptcy option.
This session will educate the practitioner so that that individual can provide proper advice and representation for the struggling business client.
Business
Suggested Speakers
Bryan
Davidoff
bdavidoff@ggirm.com
Randy
Nussbaum
randy.nussbaum@sackstierney.com
Sacks Tierney Scottsdale
The session will review the big deals in distressed investing in 2024 and make some predictions about 2025.
I would envision 3 speakers addressing small, medium and large sized transactions. The panelists would include claims trader, real estate investor, and hard asset (private equity) investor. The moderator could be an attorney that services these constituencies.
The distressed investing world provides a significant amount of work for the legal community. I was instrumental in putting together a program for TMA NY that focused on the Private Credit Market which sold out.
Debtor
Joseph
Sarachek
joe@saracheklawfirm.com
Sarachek Law Firm
Double entry accounting and financial statement literacy, cash flow projections, monthly operating report basics - the new forms.
Tax issues.
Adult ADHD diagnoses - coping skills - (luncheon speaker?)
Substance abuse
Boycott Arizona until they change their 1800s laws regarding women's health. Go back to Terranea. I will not be attending.
Business
ELISA
SARTORI
esartori@greenridgeservices.com
Greenridge Financial Services LLC
This session will focus on key issues in a health care restructuring or bankruptcy from a creditor's point of view. It will address issues pertaining to both secured and unsecured creditors. Possible topics include: (1) understanding ways health care businesses are financed (receivables financing, municipal bond financing); (2) bankruptcy alternatives (receiverships, ABC, workouts); (3) DIP financing for health care businesses; (4) anticipating regulatory review; (5) issues concerning health care 363 sales; (6) issues facing committees in health care bankruptcy cases; and more.
The session will help attorneys who represent creditors understand some of the main issues their clients face with respect to distressed health care businesses and strategies for protecting their interests as the debtor goes through a Chapter 11 case.
Creditor
