Friday, October 1, 2004

8:00–8:30 am

Registration and Continental Breakfast

Moot Courtroom Lobby, Georgetown University Law Center

Sponsored by Gardner Carton & Douglas LLP

8:30–8:45 am

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

8:45–9:45 am

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 Exide Technologies.

9:45–10:00 am

Refreshment Break

10:00–11:00 pm

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 the sale?
• Tax-free transfers under §1146.
• Binding nature of sales: In re Thousand Acres, 42 BCD 213 (8th Cir. 2004).
• Sales free and clear under §363(f)(4): In re Union Planters Bank, 42 BCD 195 (8th Cir. 2004)

11:00 am–12:00 noon

First-day Issues

• Payment of Critical Vendors“In re K-Mart (7th Cir. 2004).
• End of the doctrine of necessity?
• Ordinary course professionals?
• DIP Financing; Liens on avoidance actions.

12:15–1:45 pm

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.

2:00–3:00 pm

Confirmation Topics

• 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.

3:00–3:15 pm

Refreshment Break

3:15–4:15 pm

Claims Issues

• 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.

4:15–5:15 pm

Legal Fees in Bankruptcy and Ethics

• Debtor’s Counsel; Committee Counsel; Ordinary Course Professionals.
• 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” companies
• 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

5:15–6:30 pm

Cocktail Reception

Sponsored by Sidley Austin Brown & Wood LLP