Business Reorganization Committee Meeting Minutes
2006 Winter Leadership Conference
The Young and New Members Committee met jointly with the Business
Reorganization Committee on Friday, December 1, 2006. The program,
entitled "You Can Run, But Can You Hide? - Are Third Party Releases
Permissible in Plans of Reorganization?" discussed the propriety of such
releases for professionals, officers and directors and third party
co-defendants. The panel, comprised of the Honorable Judith Fitzgerald,
from the United States Bankruptcy Court for the Western District of
Pennsylvania, Ronald Barliant from Goldberg Kohn Bell Black Rosenbloom
& Moritz Ltd and Bill Kosturos from Alvarez & Marsal, was
moderated by Brian Shaw of Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC. The panel addressed the reasons for third party releases,
the typical requirements for obtaining such releases (if permitted) and
the practical methods by which to obtain and implement them through the
confirmation process. Noting that such releases are not universally
accepted, the panel also keyed the audience into the different positions
taken by the circuits with respect to third party releases. Given the
diverse perspectives on the panel -- debtors' and creditors' counsel, a
jurist and a business advisor -- the discussion provided an interesting
and insightful presentation to all who attended.
2006 Annual Spring Meeting
On Friday, April 21, during the
ABI’s 24th Annual Spring Meeting in Washington, DC, a joint meeting was held by the
Business Reorganization, Public Companies & Claims Trading, and
Financial Advisors Committees.
The meeting began with an
introduction of the committee co-chairs:
Public Companies & Claims
New York, NY
Miller Nash LLP
David M. Powlen
Mesirow Financial Consulting, LLC
New York, NY
New York, NY
Jo Ann J.
Brighton (New Co- Chair)
Development Specialists, Inc.
It was announced that Bob
Keach of Bernstein, Shur, Sawyer & Nelson, PA in Portland, Maine, co-chair
of the Business Reorganization committee is moving on within the
ABI. Jo Ann Brighton of Kennedy
Covington Lobdell & Hickman L.L.P in Charlotte, NC, will become
the new co-chair of the Business Reorganization
After the introductions,
the committees attended a panel presentation titled The Power of
Information: Who Gets What and How Can They
Use It? The paneldiscussion focused on
dissemination and control of information during a chapter 11 case. The
panelists were William Weintraub of Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C. in New York, and Daniel Golden of Akin Gump Strauss Hauer & Feld LLP
also from New
York. The panel was moderated by Bradley Sharp of Development
Specialists, Inc. in Los
Angeles, one of the
co-chairs of the Business Reorganization
The panel discussed a
wide range of issues but focused on the intent of the new code section
1102(b)(3) and its practical implications. The panel essentially agreed that most new cases are looking to
establish communication protocols to limit the sharing of sensitive
The panel also discussed, but
did not reach agreement, on the efficacy of trading walls and the
appropriateness of committee members trading in securities of the
The committees would like to
thank the panelists and all in attendance for an interesting and
2004 Winter Leadership Conference
The committee teamed up with Young and New Members to participate
jointly in an education session titled “Valuations in Chapter 11
Cases: What You Want Depends on Where You Sit (and When You Sit
There).” In addition, the meeting included (1) information on
what’s new at ABI, (2) a brief introduction to describe the joint
educational session with the Business Reorganization Committee and (3)
YNMC subcommittee reports (programming, publications/web site and
2003 Annual Spring
The meeting was called to order at 8:30am and Robert Keach advised
the attendees that the educational program was a joint presentation by
the Business Reorganization Committee and the Investment Banking
Committee. He then introduced Anthony Schnelling, co-chair of the
Business Reorganization committee and welcomed Peter Kaufman, co-chair
of the Investment Banking Committee.
- Robert Keach discussed the success of the News at 11 column in the
ABI Journal and solicited authors with an interest in producing work for
that column. He indicated that, at least at present, the editorial
slots were filled but indicated that the editors were responsible for
providing, not necessarily writing, the column for the months they had
been assigned. Interested authors were asked to contact Robert
Keach at 207-228-7334or email@example.com or Anthony
Schnelling at 212-207-4710 or firstname.lastname@example.org.
Any topic related to the business aspect of the reorganization practice
will be welcome and the editors will be encouraged to find a slot for
- Next Robert Keach discussed the need for both authors and editors
for the E-Newsletter the committee produces each month. Interested
participants were encouraged to contact Robert or Anthony as the
committee is trying to build on its early success with this vehicle and
get a panel of editors in place. Content for this publication is
much more informal than for a Journal piece. A case note on an
interesting and cutting edge decision, a topic of relevant interest
involving problems related to DIP financing, case management, plan
creation and confirmation are all sources of material which would be of
interest to members of the Committee. These need only be a few
informal paragraphs as the formatting and production is handled by
Caroline Milani and the rest of the able staff at the ABI.
Educational Program – Emergence of the Chapter 363
Robert Keach outlined the premise that more and more cases are
apparently being filed with the specific purpose of organizing and
consummating a sale or sales of all or substantially all of a
debtors’ assets through a Section 363 sale under the auspices of
the Bankruptcy Court. He pointed out that this has been fairly
common in the hi-tech, dot com and telecom industries in recent
years. He also pointed out that, notwithstanding Lionel,
most courts have routinely approved these sales even though they
commonly leave little for a debtor to accomplish through its plan but
the liquidation of the proceeds left behind after the sale and the
litigation remaining to the debtors and the unsecured creditors’
This trend has raised the level of importance of the Investment
Banking function in the reorganization practice. He asked Peter
Kaufman to talk to the nuts and bolts issues and concerns of investment
bankers pre- and post – petition and to discuss how he prepares a
debtor for a sale and manages the process. Peter Kaufman then
discussed the investment banking process, without making specific
distinction between pre – and post – petition
- Creation of an engagement letter with the tasks, responsibilities
and compensation clearly spelled out and agreed;
- Definition of goal with the client – usually achieve highest
and best price for the assets. The factors involved in this
- How to maximize certainty?
- What kind of consideration is wanted (stock/cash/other)?
- Encouraging the client to realize that cookie cutter solutions do
not exist in reorganization.
- Define the time line.
- 30 days too little to do a good job
- 90 days is an excellent amount of time
- 60 days is probably the optimum time frame
i. Factors involved here are:
ii. How much liquidity does the client have?
iii. What kind of relationship does client have
with its lenders?
- Building Blocks for sale process are:
- Define the buyer population
- Assemble due diligence and marketing materials.
- Organize an effective due diligence process.
- Keep competitive dynamic effective through closing.
- Prepare draft contract.
- Identify key problems – key contracts to put out for potential
buyers to review.
- Prepare and circulate confidentiality agreements:
i. How valuable are these?
ii. How much time does one have to accomplish
iii. How hard to get agreed.
iv. How to resolve the internal questions which
will get asked regarding “sharing information with competitors
bidding in the 363 process” and how to clarify their motivation
– competitive research or genuine interest in the assets or
v. Be aware of the collateral issues that
potential buyers may also be trading claims and consider asking all 363
participants for a standstill on claims trading.
vi. How tight Confidentiality needs to be
depends on the context
1. is a sale the only option?
2. could the company emerge as a stand alone
entity from bankruptcy?
3. How valuable is raw data to potential
- Issues to be aware of:
- Ist week decisions are critical
i. Info flow internally may affect quality of
Confidential Offering Memorandum (“COM”)
ii. Building consensus with management or with
crisis manager, if any, is key to getting good data together quickly for
- In draft APA, consider what protections the debtor may (i) want or
(ii) have to offer buyers.
- Is the buyer universe likely to be strategic or financial
i. Short time frame drives process to strategic
buyers because they know the industry and the deal (especially the
ii. How critical is it to attract financial
buyers to get maximum value and how can this be accomplished?
- Work with management and crisis manager, if any, to define roles and
i. Who will run the business (no value will
remain if everyone focuses on the sale and the business collapses)?
ii. Who will assist the investment banker with
the sale process – due diligence, negotiation, sourcing potential
- Does the deal require an LOI (Letter of Intent ) stage? If
time is short going straight to contract is often more effective.
- Maintain multi-track process
i. Identify best potential buyers
ii. Identify price levels
iii. Negotiate contracts simultaneously.
Keep an eye on the need for apples to apples contract provisions.
- Identify strategic and tactical considerations of what asset
groupings the debtor wants/needs to sell or hold.
- Identify any potential buyers in the “Home Boy Shopping
Network” (those with explicit or hidden sweetheart follow on deals
with long term management)
- How open does the process need to be to maximize value and how to
maintain a level playing field.
The discussion then shifted to the role of Fairness Opinions as part
of a sales transaction in or out of bankruptcy proceedings.
- Fairness Opinions – Peter Kaufman explained that outside of
bankruptcy “fairness opinions” are routine and it is easy to
understand that, in a litigious marketplace, boards of directors and
officers of both buyers and sellers want the comfort that assets they
are buying or selling are being traded at a price which is fair to their
constituents. Some obvious reasons are:
i. To avoid fraudulent transfer challenges in a
future bankruptcy or under state law.
ii. To validate value so as to ensure the full
protection of the “prudent man rule” and protect
iii. To gain a level of comfort that the price
is indeed fair in and of itself.
In a bankruptcy proceeding it is more difficult to understand the
need for this form of assurance and protection for boards of directors
and officers of selling debtors. There was an extensive
discussion, with much audience participation, regarding the purpose of a
363 sale – cleansing the assets of unwanted liabilities and
getting court approval for the process. The whole concept of
requiring a Judge to validate the debtor’s decision as to the
highest and best bid appears to immunize directors and officers from
liability and obviate the need for a “fairness opinion”.
Robert Keach offered for consideration the fact that investment
bankers in cases he is in have been asked recently for “fairness
opinions” in a 363 context notwithstanding the immunizing value of
a bankruptcy court order. Anthony Schnelling offered the thought
that in this context a “fairness opinion” might act to
validate the process engaged in by the officers and directors of the
debtor and assure them that their actions could not be attacked in that
context. There was a general sense of the meeting that this might
be a valid reason to use and request a “fairness opinion” in
the context of a 363 sale but that such opinions were of little use to
anyone for a validation of the value of a transaction once a court had
ruled on the fairness of value. Keach indicated and Kaufman agreed
that the context in which they have seen or considered such opinions did
relate to the process aspects of the sale and offered the thought that
these opinions were and should be heavily qualified to be entirely fact
under existing circumstances
considering existing liquidity
The thought was offered from the floor that if such opinions were to
be requested they should be bargained for in the engagement letter
process with the investment banker because no banker would give this
sort of opinion in this context without very specific parameters agreed
in advance. To request such opinion during the process was likely
to meet with a refusal or an exorbitant fee.
- Conducting the Auction Process
- It is important to have auction procedures in place and blessed by
the Bankruptcy Court well in advance of the auction. The bid
procedures are routinely blessed by the court but often the actual
procedures for running the auction (timing of bids, interaction between
bidders, closed or open process) are left to the debtor’s
discretion and the buyers don’t have enough time to set their
strategies accordingly. Also, some courts have definite views on
auction issues and it is best not to be in court on an emergency basis
fighting over the procedures for running the auction on the day of the
- On the Auction Day it is critical to provide
i. Maximum flexibility to the buyer
ii. Maximum flexibility to the seller
- Auction Day Issues include
i. Open outcry auction?
ii. Sealed bid auction?
iii. All participants meet together at all times
or can there be provate interactions?
iv. How to deal with the instantaneous valuation
issue particularly when there bids which differ as to price, payment
terms, contract terms, etc.
v. How to value non cash component of bids?
1. Get opening bids from all potential buyers
in advance to assist the debtor to understand any non-cash component
prior to the auction taking place.
vi. How does one recognize and deal with
collusive bidding or side deals
vii. Make certain creditors’ committee
representatives are part of the process, especially if
they are out of the money
The participation from the floor was lively throughout.
Questions were not held till the end, but were entertained and answered
during the flow of the discussion
There being no more business, Robert Keach offered thanks to Peter
Kaufman for his excellent presentation and thanked the attendees and the
panel for their participation. The meeting was adjourned at 9:30
2002 Winter Leadership
The ABI Business Reorganization Committee met on December 6, 2002 at
8:00 a.m. in connection with the ABI Winter Leadership Conference
(“WLC”) in Tucson, Arizona. Presiding at the meeting were
co-chairs Robert J. Keach and Anthony H.N. Schnelling. Over 50
conference attendees were present at the Committee meeting and
The Committee first discussed the launch of its new column in the
ABI Journal entitled “News at 11.” The first
installment of the column appeared in copies of the ABI Journal
distributed at the WLC. The current editorial board for the
column—Robert J. Keach, Daniel Carragher, David Stratton, Jo Ann
Brighton, and Deborah Crabbe—was acknowledged and thanked at the
meeting for their support of the column.
The Committee also discussed the commencement, just before the WLC,
of its e-newsletter. The first “issue” of the newsletter was
on-line prior to the commencement of the WLC, and is being used as a
prototype for other ABI committees. The chairs asked for volunteers to
serve on the editorial staff of the e-newsletter and a number of
committee members have volunteered to help. The chairs will announce the
panel of authors for the e-newsletter within the next month.
The chairs also solicited topic ideas for upcoming committee
programs, as well as for plenary sessions at the WLC and the annual
Following the end of the business session, the committee presented
its CLE session entitled “Emerging Issues in Hospitality,
Entertainment Venue and Gaming Bankruptcies.” Panelists Rudy J.
Cerone, Douglas Draper, and Linda F. Cantor discussed, among other
topics, first-day orders unique to such cases and special cash
collateral concerns which arise in such reorganizations. The chairs wish
to acknowledge the panelists for an exceptional and informative
The next meeting of the Business Reorganization Committee will be
held in conjunction with the Annual Spring Meeting in Washington,
Respectfully submitted by the chairs as of December 6, 2002.
2001 Winter Leadership
Robert J. Keach and Patricia Staiano, Co-Chairs, and Dillon Jackson
of the ABI Board of Directors, as well as the following members of the
committee: Deborah Crabbe, Kip Jones, Matt Hohman, Rudy J. Cerone, Peter
McGlynn, Ralph E. McDowell, Weldon Moore, Donald F. King, Henry
Efroymson, Richard J. Mizak, Evan R. Sorem, Les Raikow, Mark P.
Williams, Jack Cullen, Phil Giacinti, Stan Leir, George Frasier, Scott
Jablonow, Howard S. Cohen, Jon Cohen, Edward A. Phillips, David Peress,
Daren Brinkman, John McLaughlin, C. Daniel Motsinger, Timothy A.
Davidson II, Christian Onsager and Dennis H. Long.
- Dillion Jackson of the ABI's Publications Committee reported to the
Committee on the ABI's project on "first-day orders" and the anticipated
publication of the results of that project.
- The committee next discussed possible topics for future seminars
both at the committee level and for plenary sessions at the Washington,
D.C. and Winter Leadership meetings. Possible seminar topics discussed
- A. First-day Orders, including an emphasis on retention bonus
programs and critical vendor motions.
- B. Small Business—difficulties in obtaining DIP financing.
- How do you finance the small to mid-size cases?
- Draft loan documents, motions for approval—more hands-on
- How-to's on non-traditional financing.
- Financing the $1,000,000 to $10,000,000 case.
- Link on website listing lenders?
- Lenders vs. investors—2 different panels?
- C. Program on Due Diligence on Debtor's side.
- How acquainted are the bankruptcy lawyers with what is common with
the transactional people?
- D. Insurance coverage issues, D&O litigation.
- A. The Co-chairs announced that the subcommittee chairs would be
asked to send Bob Keach a one page summary of what's going on in each
subcommittee, pending projects, etc.
- B. The reports would be used to assist in determining whether some
of the subcommittees should be discontinued or have a change in mission.
This topic to be further discussed at the Washington, D.C. meeting.
- IV. Publications
- A. Noting that the committee had not had a consistent publication
vehicle, the following issues were discussed:
- Do we try to establish a regular column in the ABI Journal?
- Should we have a regular publication vehicle (such as a
- Noted that David Stratton had done a previous newsletter.
- With respect to a possible column in ABI Journal, Deb Crabbe
volunteered to discuss the prospect with the Publications
- V. The committee then conducted its CLE program: "Pay to Stay,
Retention and Severance Pay Motions: When are they justified and under
2001 Annual Spring
Deborah Crabbe (Betts, Patterson & Mines; Seattle), chair of the
Subcommittee on Small Business, led a discussion of small business
provisions and a proposal to present key changes at the Winter
Leadership Conference (Nov. 29-Dec. 1; Carlsbad, Calif.). In addition,
two new subcommittees were proposed: Labor and Employment, which was
passed unanimously, and Financial Advisors, also passed
unanimously—its first meeting was held at the conclusion of the
Business Reorganization Committee meeting. Howard Cohen and Scott Victor
gave a presentation entitled "Financing the Small- and Medium-size
Businesses," which discussed contacting financiers, types of financing,
financing terms and confidentiality issues.
2000 Winter Leadership
Called meeting to order.
Introduction of Agenda
Asked for reports from the subcommittees
Health Care Subcommittee
Suggested a program for publication on 1st day orders
Also informed the attendees of the existence of health care
bankruptcy pamphlets w/ forms, which ABI West will distribute to
Requested that people become involved in editing and writing for the
Stated that there would probably be a presentation at the ABI Spring
meeting on construction issues in bankruptcy including some focus on the
Stone and Webster case
Suggested that the ABI may want to consider putting on a health care
forum regarding HMO issues
Asked the attendees if anyone would like to see a presentation on a
Pat Staiano suggested some topics might include Owens- Corning
Some discussion on whether a new subcommittee should be created for
mass tort claims issues.
Discussion about whether the committee should continue
No final decision
Small business Subcommittee
Discussion about whether there will be new legislation under the Bush
No Chair Present
Gaming Insolvency Subcommittee
Discussion about Native American casino problems on the
No Chair Present
Discussion about why Chapter 12 has not yet been reintroduced
No Chair Present
Labor & Employment Subcommittee
ABA involvement/many issues?
Do we need a high tech subcommittee
Discussion about the dot com issues and how notice and timing issues
are being handled in the Northern District of California
Request for discussion of new business
No new matters discussed
Introduction of presenters: Warren Martin , Deborah Crabbe and Bob
Discussion of the WARN ACT and the United Health Care case)
Deborah Crabbe and Bob Morris
Discussion of state law statutes requiring the payment of employees
and the interaction of the provisions with the bankruptcy code including
discussion of Leonard v. McMorris
Bob Morris discussed the concerns of turnaround managers regarding
the holding in Leonard v. McMorris sat in and presented some
info/case background in support of cases presented.
2000 Annual Spring
The meeting of the Business Reorganization Committee was held during
the Annual Meeting in Washington on April 29, 2000. The meeting began
shortly after 8 a.m.
The first order of business was to approve the minutes of the
committee meeting held during the Winter Leadership Conference at La
Quinta, Calif., in December 1999.
Following approval of the minutes, Chairman Christian Onsager asked
for reports from subcommittee chairpersons. Larry Ahern reported on
behalf of the Insurance subcommittee that proposals to deal with
bankruptcies filed by health maintenance organizations are being
considered. Mr. Onsager suggested ins and outs of various types of
insurance coverage as a potential topic for a committee presentation.
Robert Keach presented a report on behalf of the Partnership and Limited
Liability Company subcommittee. He reported that he is working on
developing a project regarding how limited liability companies and
limited liability partnerships should be dealt with under the Bankruptcy
Next, Deborah Crabbe of Betts, Patterson & Mines in Seattle,
Wash., chairperson of the Small Business Subcommittee, reported that her
subcommittee is awaiting congressional action on the bankruptcy reform
legislation. If that legislation, in its present form, is approved by
Congress, it may be the subject matter of a presentation at the Winter
Leadership Conference. Deborah asked that members of the committee
provide her with cases in which they been involved (or reported
decisions) applying the small business procedures of the Bankruptcy
Code. It was suggested that a possible project would be to poll members
who have been involved in small business bankruptcies on the decision to
elect application of the small business bankruptcy procedures to their
cases as well as the results when the election was made. Finally, Gregg
Miller of Pepper Hamilton LLP announced the joint meeting of his
Construction and Surety Law Subcommittee with the Insurance Law
Subcommittee to discuss construction and surety law. At that joint
meeting, the subcommittees presented programs on a surety's rights to
contract funds, given by George J. Bachrach of Whiteford, Taylor &
Preston, and on insurance company issues in chapter 11 cases, given by
David M. Neff of Jenner & Block. Mr. Miller also announced that his
subcommittee is planning a survey on the treatment of trust funds and
surety law issues under state law.
No reports were submitted by the Gambling, Secured Creditors or
Agriculture subcommittees of the Business Reorganization committee.
Following subcommittee reports, Bob Keach of Bernstein, Shur, Sawyer
& Nelson in Portland, Maine, presented a discussion on the
difficulty faced by individuals filing chapter 11 proceedings. Bob Keach
distributed his paper discussing the difficulties faced by individuals
in chapter 11 proceedings, as well as the effect of the proposed
bankruptcy reform legislation on the availability of chapter 11 relief
for individuals. He then led a detailed and very interesting discussion,
focused on the difficulties faced by individuals in confirming a plan of
reorganization under which they retain property. The relevant case law
makes it clear that it is nearly impossible to cram down a plan over the
opposition of creditors. Mr. Keach reported that the principal problem
here is courts' interpretation of the absolute priority rule. He also
reported that the proposed reform legislation would make individual
chapter 11 cases just like chapter 13 by requiring that 100 percent of a
debtor's disposable income be committed to payment of creditors under a
plan. The proposed legislation would allow a creditor to move to extend
the period under which payments are made under the plan and to increase
the amount of income committed to the payment of creditors under a
chapter 11 plan.
Larry Ahern of Gullett, Sanford, Robinson & Martin in Nashville,
Tenn., then made a presentation on the Third Circuit's decision in the
First Merchant's case, pursuant to which the Third Circuit held
that §503(b)(4) permits individual members of a creditors'
committee an administrative expense claim for attorneys' fees incurred
in assisting the member in discharging its duties as a committee member.
Larry reported on the background of the amendments to
§§503(b)(3) and 503(f) that explicitly provide for
reimbursement of expenses incurred by a committee member. He then
described the Third Circuit's decision holding that reasonable expenses
demonstrably incurred in connection with the committee member's services
on the committee are recoverable under §503(b)(4).
The meeting concluded with a discussion of new business. Christian
Onsager asked for suggestions for educational programs to be presented
at the Winter Leadership meeting in December 2000. Suggestions included
a discussion of insurance coverage, the application of 203 N.
LaSalle by bankruptcy courts, and a survey of significant case law
developments in the prior year. Mr. Onsager also reminded those present
to submit suggestions for articles for the Cracking the Code on
the ABI web site.
Prepared by: David B. Stratton
Pepper Hamilton LLP
1999 Winter Leadership
Mr. Onsager welcomed the attendees and reintroduced Deborah Crabbe
(Betts Patterson & Mines P.S., Seattle), the newly appointed chair
of the Small Business Subcommittee. Mr. Onsager also announced that the
Ethics Subcommittee had been dissolved in favor of a new general ABI
committee that encompassed the same subject (see summary of Ethics committee meeting). He
explained that ABI had adopted a policy to provide additional CLE
through presentations at committee meetings, and a presentation titled
"A Multitude of Mysteries About Business Reorganizations Under the New
Amendments or the Same Old Code" was then introduced. Lawrence Ahern
(Gullett, Sanford, Robinson & Martin, Nashville, Tenn.), chair of
the Insurance Subcommittee, reported on the status of insurance company
insolvencies. He noted that the pending bankruptcy legislation did not
address any insurance insolvency issues directly, but that the issue of
state vs. federal regulation was not yet dead. Robert Keach (Bernstein
Shur Sawyer, Portland, Maine), chair of the Partnership and Limited
Liability Company Subcommittee, gave a presentation regarding the new
legislative proposals on individual chapter 11 cases. Mr. Keach noted
the difficulties that these changes would present for individual chapter
11 reorganizations in contrast to the current status of the law. Ms.
Crabbe hit the numerous high points of the proposed legislation
regarding small business reorganizations.
Henry DeWerth-Jaffe (Pepper, Hamilton & Sheetz LLP,
Philadelphia), made a presentation on behalf of the Construction &
Surety Law Subcommittee. Mark Collins (Richards, Layton & Finger,
Wilmington, Del.), chair of the Secured Creditor Subcommittee, discussed
the potential impact on secured creditors of S. 625, pointing out
proposed changes to relief from stay provisions and §1110. Mr.
Onsager then briefly discussed the issues of notice under the Bankruptcy
Code and the proposed amendments concerning notice to governmental
entities, the suggested change to §365 and a few other legislative
points. He also noted that Reggie Jackson (Vorys, Sater, Seymour &
Pease, Columbus, Ohio), chair of the Environmental Subcommittee, and Jim
Shea (Shea & Carlyon Ltd., Las Vegas), chair of the Gaming
Insolvency Subcommittee, were prepared to address the new legislation as
it related to their fields, but in the interests of time, had graciously
ceded the floor to the other Subcommittee Chairs. Mr. Onsager then
discussed developing committee projects. Greg Miller (Pepper, Hamilton
& Sheetz LLP, Philadelphia), Construction Subcommittee chair, noted
that his subcommittee was continuing its project to gather the
mechanics' lien laws in all 50 states with a view toward publishing the
results. The other subcommittees were urged to develop their own
Mr. Onsager also discussed how committee members could develop or
volunteer to assist with projects, which could be either a subcommittee
project or an independent committee project (since the subcommittees do
not cover all of the subjects that fall within the committee's purview).
He then discussed redoing an analysis of the business provisions of S.
625 for both ABI World and other public dissemination, at ABI's
discretion. Volunteers for aspects of this project were requested. Ideas
were then solicited for a committee educational program for the Annual
Spring Meeting. The various suggestions included a program on individual
chapter 11's, the effect of the suggested chapter 12 modifications and a
program on intellectual property issues. A program regarding the
interrelationship of insurance companies and health care insolvencies
was also discussed. Suggestions were also made that subcommittees be
formed on intellectual property issues and the reorganization of
e-commerce companies, which the committee will pursue.