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Recommended Reading

RECOMMENDED READING: Distressed Investor Opportunity In Oil Patch Master Limited Partnerships

U.S. tax law encourages energy companies focused on exploration and production of oil, gas, and minerals to form as master limited partnerships.  That raises certain tax issues for investors in troubled debt of troubled energy companies. A group of lawyers from Kaye Scholer discuss related issues at length in a white paper entitled, “The Price of Oil […]


RECOMMENDED READING: Not Necessarily Free and Clear IV: Antitrust Exposure of Purchaser of Assets From 363 Sale by Direct Competitor

Buying the assets of a competitor out of a section 363 bankruptcy sale?  This site has explained here and here how section 363(f) of the Bankruptcy Code empowers a court to order that assets sold under section 363(b) of the Code are, in the hands of the purchaser, “free and clear” of any “interests” in […]


RECOMMENDED READING: Assignments for the Benefit of Creditors: An Overview With a California Flavor

In “Assignments for the Benefit of Creditors: Simple as ABC?” Robert L. Eisenbach III provides a brief and clear summary of ABC procedures, and illustrates the process usefully with a hypothetical scenario of a cash-negative company with insufficient money to fund further operations and no likely prospects for credit, and which has specific technology assets that a […]


RECOMMENDED READING: The Investor’s End Game in Chapter 11

In “Restructurings and Distressed Investing,”[1] James Inness and John Houghton of Latham & Watkins explain that an investor’s return depends upon the debtor making appropriate operational, financial and corporate alterations – of course – but also upon the investor conserving its power to effect such changes (usually in concert with other constituents) according to a realistic […]


RECOMMENDED READING: Executory Contracts that Cannot Be Assumed and Assigned Because Counterparty Cannot be Compelled to Accept Performance From an Assignee

A debtor has the power to assume and assign executory contracts even when those contracts expressly bar such assumption and assignment (see section 365(f) of the Bankruptcy Code).  Thus, the debtor may sell its interests under a contract over its counterparty’s objection.  This power may be very beneficial to a debtor in possession (and its creditors) […]


RECOMMENDED READING: Tell the Tax Man How It Will Be – A Primer on Federal Tax Liens

In his article,“Secured Lender Primes Earlier Federal Tax Lien in Fourth Circuit Split Decision,” Michael L. Cook of Schulte Roth & Zabel presents a learned and immediately useful nutshell account of how federal tax liens work — in itself a major service to non-specialist legal and financial professionals.  Having provided that understanding, Cook shows how […]


RECOMMENDED READING: Where Bankruptcy Cases Can Proceed is Shaped by the Type of Reorganization and New Technologies for Case Management

Why do large and complex bankruptcy cases get filed mainly in Delaware and New York City?  For a valuable perspective on that question, the Editorial Staff of Commercial Bankruptcy Investor recommends Christopher A. Ward, “Venue: Energy Future’s Take on the Controversial Topic,” which is published on the Morris Anderson website.  Ward reviews a recent decision […]


RECOMMENDED READING: What Can a Creditors Committee Do? Prevent the DIP Lender From Making Off With Assets That Could Help Pay Unsecured Creditors

The recommended reading this time is not an article but a pleading in a bankruptcy case. The official committee of unsecured creditors (the “Committee”) appointed in the Kids Brands case (In re Kid Brands, Inc., Case No. 14-22582 (Bankr. D. N.J.) objected to financing for which the large corporate debtor seeks approval from the Court. […]


RECOMMENDED READING: How Fisker and Free Lance Star-Publishing Did Not Alter Credit-Bidding

The Editorial Staff of Commercial Bankruptcy Investor recently reviewed the seemingly earth-shaking Fisker and Free Lance Star-Publishing orders limiting credit bidding rights. The Editorial Staff concluded that much of the angst is misplaced and that credit bidders should try to be the least bit cool in credit bidding, in particular to avoid inequitable behavior in […]


RECOMMENDED READING: On a Failed Attempt to Leave Billions of Environmental and Pension Liabilities in Moribund Old Corp, while Splitting off the Best of Old Corp Into a New Entity

Let us say that Old Corp. was founded in 1929 as an oil and gas exploration company, and that it later added other businesses, including chemicals. By the turn of the century, Old Corp. had immense “legacy” environmental and pension obligations that weighed upon profits. The chemical business languished with mediocre earnings while the oil […]


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