Friday, October 1, 2004
Registration and Continental Breakfast
Moot Courtroom Lobby, Georgetown University Law Center
Introduction and Welcome
Lawrence J. Center
Executive Director, Georgetown CLE
Samuel J. Gerdano
Executive Director, ABI
David R. Kuney
Program Chair, Sidley Austin Brown & Wood LLP
Director and Officer Issues
- Fiduciary duties: the business judgment rule in chapter 11.
- Insurance coverage disputes.
- Funding coverage costs.
- “Deepening insolvency.” In re Flagship Healthcare and
Sales Under Section 363
- Successor liability after Trans World Airlines.
- Break-up fees; topping fees.
- “No shop” clauses.
- Standing of disappointed bidders.
- Can Directors and Officers be sued for breach of fiduciary duty for
- Tax-free transfers under §1146.
- Binding nature of sales: In re Thousand Acres, 42 BCD 213 (8th Cir.
- Sales free and clear under §363(f)(4): In re Union Planters
Bank, 42 BCD 195 (8th Cir. 2004)
- Payment of Critical Vendors“In re K-Mart (7th Cir.
- End of the doctrine of necessity?
- Ordinary course professionals?
- DIP Financing; Liens on avoidance actions.
Lunch Break: Separate Topical Break-out Lunches with the Judges
A unique opportunity for attendees to follow up on the day’s topics
in small groups with the judges and faculty.
Sponsored by Jefferies & Co. Inc.
- Third-party releases.
- Post-confirmation jurisdiction.
- Scope of the discharge?
- Liability of directors and officers for the plan?
- Interest rate—will the Supreme Court figure it out?
- Lock-up agreements—gone with the wind?
- Solicitation Issues: the end of Century Glove.
- Objections to claims.
- Estimation of claims.
- Late-filed claims.
- 502(d): Claims preclusion. In re TWA Inc.
- Recharacterization and equitable subordination.
- Valuation; assignment.
- Discharge of claims.
Legal Fees in Bankruptcy and Ethics
- Debtor’s Counsel; Committee Counsel; Ordinary Course
- Ethical Considerations For Lawyers in the Management of Chapter 11
cases arising under Sarbanes-Oxley, including ethical considerations for
advising both publicly traded corporations and “mid-market”
- Ethical issues concerning the Zone Of Insolvency doctrine and the
split fiduciary duty between creditors and shareholders.
- Ethical issues concerning disclosures of conflicts and dealing with
conflicts for lawyers representing the debtor, the creditors’
committee, and special counsel.
- Ethical issues concerning legal fees and the reasonableness of such
fees. New Standards of Professional Conduct for Attorneys Appearing and
Practicing Before the SEC
Sponsored by Sidley Austin Brown & Wood