Registration Desk Open

Continental Breakfast

Conference Co-chairs' Welcome
Co-chair: Robert J. Rosenberg, Latham & Watkins
Co-chair: Mitchell E. Drucker, CIT Business Credit
Judicial Chair: Hon. Stuart M. Bernstein (Chief Judge, S.D.N.Y.),

Opening Judges' Panel:
Views from the Bankruptcy Bench, with Judges from the Southern District of New York
Moderator: Jay M. Goffman, Skadden, Arps, Slate, Meagher & Flom LLP

Break

Concurrent Sessions (5)

• Muddy Waters: Wading Through Deepening Insolvency, Aiding and Abetting Liability, Expanded Duties in the "Zone," Corporate Governance in Your Plan of Reorganization and Sarbanes-Oxley All Over the Place—Do I Have to Go Back to School to Be a Bankruptcy Professional?
  This two-part program will address how to advise officers and boards on their duties and liabilities from the point at which their companies are in financial trouble through confirmation.
  Part 1. Zone of insolvency, deepening insolvency, past fraud and aiding and abetting liability: how to stay out of trouble until you are ready to file
  
  
• The Troubled Company and Its Pension Obligations
  The role of the Pension Benefit Guaranty Corporation (PBGC) in out-of-court restructurings and bankruptcy, early intervention, how the PBGC identifies instances where intervention is required, the role of the PBGC in process and plan negotiations.
  
  
• The World of Non-core Professional Fees in Chapter 11
  Current developments in professional compensation, including professionals to boards of directors; fees of professionals to professionals (e.g., lawyers for investment bankers, liquidators, etc.); fees for stalking-horse bidders; consideration of the review process, if any; the standards of review, if any; who pays the fees; the involvement of the court, the U.S. Trustee, etc.
  
  
• Intercreditor Issues with Multiple Secured Parties
  A Tranche vs. B Tranche lenders, protective over/advance rights, junior participation vs. first lien on fixed assets; A/R securitizations vs. inventory loans; allocation of collections; event of default provisions. Chapter 11 unwinding of SPE and funding of A/R; revolver vs. fixed-asset loans; liquidation vs. enterprise value; apportionment of proceeds upon partial sale.
  
  
• DIP and Exit Financing
  Where are the sources of funds for distressed and recovering companies, and how much does the funding cost?

Repeat Concurrent Sessions

• Muddy Waters: Wading Through Deepening Insolvency (Repeat Part 1)
• The Troubled Company and Its Pension Obligations
• The World of Non-core Professional Fees in Chapter 11
• Intercreditor Issues with Multiple Secured Parties
• DIP and Exit Financing

Luncheon

Concurrent Sessions (6)

• Muddy Waters: Wading Through Deepening Insolvency, Aiding and Abetting Liability, etc.
  Part 2. Corporate governance inside bankruptcy: dealing with plan and emergence issues, including board composition, representation and independence, releases under the plan, dealing with D&O litigation and appropriate interaction among lawyers, advisors, crisis managers, management and the board.
  
  
• Closely Held Companies: Issues for Managers and Their Professionals
  Topics will include valuation of businesses for reorganization, personal liability of officers and directors, and new views of the zone of insolvency. Special attention will be given to how these topics were addressed in the district court¹s decision in Pereira v. Cogan.
  
  
• A Guide to Buying and Selling Assets
  Practical considerations such as bidder qualification, break-up fees and other bidding protections, structuring the auction to maximize value and bidding strategies.
  
  
• The CRO: Quarterback of the Restructuring. Where Do the Roles and Responsibilities Collide Among Retained Professionals?
  
  
• Wearing Too Many Hats—Can You Ethically Do What You Want in the Case?
  You are the secured lender and want to buy the assets or your firm represents the banks and the debtor wants you to represent it in its chapter 11 case. This panel speaks to the ethical considerations.
  
  
• How to Stop the Bleeding: Consumer Panel
  Dealing with tax liabilities and salvaging the assets of consumer debtors—from union workers to "former" highly compensated individuals.

Break

Repeat Concurrent Sessions

• Muddy Waters: Corporate Governance Inside Bankruptcy (Repeat Part 2)
• Closely Held Companies: Issues for Managers and Their Professionals
• A Guide to Buying and Selling Assets
• The CRO: Quarterback of the Restructuring. Where Do the Roles and Responsibilities Collide Among Retained Professionals?
• Wearing Too Many Hats—Can You Ethically Do What You Want in the Case?
• How to Stop the Bleeding: Consumer Panel

Adjourn

Registration & Continental Breakfast

General Program for all Registrants: Introduction and Overview, Basic Bankruptcy Concepts, Electronic Case Filing System and Avoiding Powers

Refreshment Break

Lunch

General Session Continued: Jurisdiction and Procedure, Leases and Executory Contracts and Ethical Considerations

A. Business Bankruptcy
B. Consumer Bankruptcy