Asset Sales Committee

ABI Committee News

Supreme Court Puts Quietus on Transfer Tax Exemption for Property Sales Prior to Confirmation

by: Hon. Douglas O. Tice, Jr.
U.S. Bankruptcy Court; Richmond, Va.

On June 16, 2008, the Supreme Court held, in Florida Department of Revenue v. Piccadilly Cafeterias Inc.,[1] that the transfer tax exemption provided by Bankruptcy Code §1146(a)[2] does not apply to property transfers made before a chapter 11 plan is confirmed. The majority opinion of the 7-2 decision was written by Justice Thomas, and it reversed the holdings of the courts below. The Supreme Court adopted positions previously taken by the Third and Fourth Circuit Courts of Appeals.[3] Justice Breyer wrote a dissent, joined by Justice Stevens.

Read the full article.

 

Disposal of Customer Files: A Better Way

by: Joseph Popolo
IpAuctions Inc.; Reno, Nev.

With the increase of bankruptcies among retailers, online merchants and other consumer companies, the accumulated marketing and ordering information embedded in these companies' databases are growing more and more valuable. These firms have built sophisticated analytics to improve sales results by massaging the acquisition data of each and every customer. This data in no way was responsible for the company’s demise. More than likely, if it was carefully pursued, the company would not be in a bankruptcy situation. The disposal value of this customer information is extremely time-sensitive. Many auction firms and other disposal entities prefer to handle the hard assets early in the liquidation process since there are ready markets for inventory, manufacturing equipment, finished goods and supplies. After the hard assets, the intangibles like patents, domain names and customer files are pursued less aggressively.

Read the full article.

 

Get the Maximum Price for Patents

by: Joe Chernesky
IPotential LLC; San Mateo, Calif.

by: Michael Pierantozzi
IPotential LLC; San Mateo, Calif.

If patents have significant value to operating companies, then why do patents sold through bankruptcy or by the creditors of distressed companies generally fetch so little, or for anything at all?  The answer lies in the inherent market demand for patents as stand-alone assets and the efficiency of that market to match willing buyers to willing sellers.  The good news for creditors holding patents is two-fold: (1) the demand for patents has dramatically increased over the past five years, and (2) there has been an emergence of transaction experts (patent brokers and the like) providing liquidity with access to buyers and the right information to close the deal at the right price.

Read the full article.

 

Materials From the Southwest Bankruptcy Conference

Las Vegas was the scene for the 16th Annual Southwest Bankruptcy Conference, held at the beautiful and serene Four Seasons Hotel.  An outstanding faculty of judges, academics and industry professionals presented workshops on a variety of topics.  The Friday morning session, “The Anatomy Of A Bankruptcy M&A Transaction: From Teaser To Tombstone,” centered on a number of salient sale-related cases from 2007-2008 including Florida Department of Revenue v. Piccadilly Cafeterias, Inc. and In re PW, LLC (Clear Channel Outdoor, Inc. v. Nancy Knupfer), among others.  Jeffrey N. Pomerantz of Pachulski Stang Ziehl & Jones LLP in Los Angeles moderated the panel which included Marc Bilbao of Imperial Capital in Los Angeles, Robbin L. Itkin of Steptoe & Johnson LLP in Los Angeles and George W. Kase of Marlin Equity Partners in Los Angeles.  Click the link below to review the session summary.

The Anatomy Of A Bankruptcy M&A Transaction: From Teaser To Tombstone

 

Committee Session Details For The Winter Leadership Conference!

The Winter Leadership Conference will be held Dec. 4-6 in Tucson, AZ, at the Westin La Paloma.  This year’s conference will feature another great group of sessions and speakers.  The Asset Sales Committee will hold a joint session on Saturday morning at 9:30 a.m. with the Finance and Banking Committee entitled “Competing Claims of Creditors in Connection with Sales of Assets under Section 363.”  The panel for the session will include Ana Maria Alfonso of Kaye Scholer LLP in New York, Ryan McCarthy of Aurora Resurgence in Los Angeles, Roseanne Thomas Matzat of Hahn and Hessen LLP in New York and Geoffrey A. Richards of William Blair & Company in Chicago. Register now at ABIWorld.

 

Submit Articles for the ABI Asset Sales Committee eNewsletter

Submissions are always welcome and are a great way to get involved in the ABI when you don’t have time to draft an in-depth lengthy article. Short articles can survey the law nationally or locally, discuss relevant asset sale issues or examine a specific case. If you are interested in writing, contact Newsletter Editor John Maddock at jmaddock@mcguirewoods.com.