20th Annual ABI Southwest Bankruptcy Conference

In this day-long program, panels will assume the roles of management, board members and professionals to highlight how a company can lose control of its own restructuring. We will consider such questions as the appropriate level of advocacy, the ethics of giving particular advice that favors the advising professional, and other common reorganization dilemmas.

Faculty will be organized into three teams:

• Team one will pitch the out-of-court reorganization of Delightful Donuts.
• Team two will pitch the reorganization of Delightful Donuts in a bankruptcy filing.
• Team three will serve as board and management.

Teams will consider such matters as:

• How does the Bankruptcy Code’s definition of "disinterested" push certain parties to accomplish the restructuring out of court?
• During conflicts, how much should clients be prepared to give? Does that change if there is to be a filing?
• Is it appropriate for investment bankers to seek prepayment so they don't have to get retained?
• How do management and the board weigh such considerations as their own compensation or claims against property during a filing?
• Will financial advisors and investment bankers negotiate additional fees tied to the achievement of company goals? Would this action be in the best interests of the company?

The faculty will be divided into the various constituencies necessary to achieve an out-of-court restructuring, such as:

• Watchoveya Capital representing secured lenders
• Ad Hoc committee representing the 2013 senior secured notes
• Scylla Capital representing 2014 sub. notes
• St. Louis landlord (if the plant will be closed)
• Bakers Union (if the St. Louis plant will be closed)
• Retail landlords (if retail locations will be closed).

This session, which includes lunch, will explore such issues as:

• How much advocacy should clients expect?
• How does one deal with a board member who insists on "no filing, no matter what"?
• Are the true costs of filing often exaggerated to discourage filing? Do professionals (who might benefit from a filing) minimize or conceal the costs?
• When professionals make “club” deals with other parties, do clients fail to get their money’s worth?

This session will consider:

• Is it possible to reconcile management and board members' wishes for releases?
• How should management equity and bonuses be handled during reorganization?
• Do members or management (who might be targets) recuse themselves from discussing future litigation?
• How is a determination made as to whether a debtor's professionals have inappropriately caved under secured creditors' threats?

Pulling together everything learned in the first three sessions, the faculty will be divided into two teams representing the out-of-court and bankruptcy options and will compare the relative advantages and disadvantages of the two options. This comparison should come from several different perspectives including management, equity, secured lenders, unsecured creditors, landlords and union employees.