The role of a Chief Restructuring Officer (“CRO”) is approximately four decades old. While still a somewhat new role in the 1990s, CROs are now ubiquitous in the restructuring community. Todd Zywicki, a George Mason law professor who specializes in bankruptcy law, traces the origin of the CRO to the Bankruptcy Reform Act of 1978 (the “1978 Act”).[ii] The 1978 Act created “a unified reorganization chapter [Chapter 11] that is fundamentally grounded in the presumption that pre-bankruptcy management will continue to operate the business following the filing of a petition for relief.”[iii] The bankruptcy process became “more of a business tool as opposed to a disgrace; more of a business strategy as opposed to a confession of abject failure.”[iv] In general, the 1978 Act made it easier for businesses to file for bankruptcy and reorganize. Prior to the 1978 Act, total filings under Chapter X, XI and XII averaged about 1,250 per year between 1940 and 1978.[v] In the 30 years following October 1979 (the effective date of the 1978 Act), roughly 14,000 Chapter 11 cases have been filed each year.[vi] Fortunately for aspiring CROs, pre-bankruptcy management teams generally lack the restructuring expertise, resources, or credibility necessary to effectuate a successful reorganization. Thus, the CRO role was born and is now commonplace in the restructuring community’s lexicon.
CROs are retained for a myriad of reasons, in many different types of situations (out-of-court or in chapter 11), and at various stages of a restructuring. The following is a non-exhaustive list highlighting a few reasons to retain a CRO.
Due to the reasons highlighted above, CROs remain predominantly forced hires (by lenders).
A CRO is a member of the senior management team and typically reports to the Chief Executive Officer or directly to the Board of Directors. Given each out-of-court restructuring or Chapter 11 case comes with its own unique set of challenges, a CRO’s roles and responsibilities are case specific. They can be broad or narrow and include powers that are extensive or limited. As such, today’s CRO needs a diverse, well-rounded skill set. In addition to financial and restructuring expertise, it is important for today’s CRO to think strategically (like a CEO), have operational experience (like a COO), and be adept at stakeholder management (consensus building and negotiations).
While a CRO’s roles and responsibilities are case specific, below is a summary of a few of those strategic and tactical responsibilities.
While each distressed situation requires a different playbook to effectuate a successful restructuring, the goal of a CRO remains unchanged.
“In the end, the goal of a CRO is to restructure a distressed company’s balance sheet and make the difficult determination of defining the company’s business within a compressed timeframe. An effective CRO insulates the company’s officers from the detailed reorganization process by leaving them free to pursue the day-to-day operations of the company and implementation of the new business model.”[vii]
While CROs were rookies back in the 1980s, today they are commonly found navigating distressed businesses through the treacherous waters of out-of-court restructurings or Chapter 11 filings. CROs are retained for the value they provide stakeholders in times of distress. They supplement a management team’s existing skill set by providing restructuring expertise, resources and credibility at a time when failure for the company is not an option. For company (debtor) focused restructuring professionals, a CRO role is today considered the gold standard of assignments.[i] The views expressed herein are those of the author and are not necessarily the views of MorrisAnderson & Associates, Ltd., its management, subsidiaries, affiliates or other professionals. [ii] “CRO Is Newest Acronym In Corporate Lexicon”, Forbes, February 19, 2002. [iii] Robert J. Berdan and Bruce G. Arnold, Displacing the Debtor in Possession: The Requisites for and Advantages of the Appointment of a Trustee in Chapter 11 Proceedings, 67 Marq. L. Rev. 457 (1984). [iv] Ibid. [v] Ed Flynn and Phil Crewson, Chapter 11 Filing Trends in History and Today, Office of Research and Planning, Executive Office for the United States Trustee (https://www.justice.gov/sites/default/files/ust/legacy/2011/07/13/abi_200905.pdf). [vi] Ibid. [vii] Shai Y. Waisman and John W. Lucas, The role and retention of the chief restructuring officer, Weil, Gotshal & Manges LLP, The Americas Restructuring and Insolvency Guide 2008/2009, pgs. 200-205.
Todd A. Zoha, CTP, CIRA, is at AlixPartners. He has 16 years of experience as a C-level executive (CRO, CEO and CFO), seasoned restructuring professional and trusted business advisor. He specializes in crisis and interim management, corporate restructurings and transformations, financial and/or operational turnarounds, cash enhancement, and performance improvement initiatives.
The Chief Restructuring Officer: Architect, Force, Leader Towards Change
Personal Property Appraisals 101
90 Second Lesson: Why Would a Debtor Choose to Liquidate Under Chapter 11?
LLC Membership Interests in Chapter 11 – Can They be Sold Over Other Members’ Objections?
Section 363 Sale: Free and Clear of Claims That Are Backed By Strong Public Policies
Not Necessarily Free and Clear I: Purchasing Real Estate Property in a Section 363 Sale
Subscribe to Our FREE Newsletter - DailyDAC Weekly!
Get updated with the latest bankruptcy articles and opportunistic deals.