Weil

Restructuring

363 Sales

363 Sales, Tax Issues

Structuring a Section 363 Sale as a “G” Reorganization

Contributor(s)

Stuart
Goldring

363 Sales, Case Overviews, Chapter 7 Trustees, Real Estate, Rules & Procedures, Valuation

Going, Going, Gone: Third Circuit Confirms Auction Outcome Can Be Strong Evidence of Fair Value

Contributor(s)

David
Griffiths

Justin
Armstrong

363 Sales, Litigation Issues, What We're Watching

Attention Buyers of Assets in Bankruptcy: How To Be A Good Faith Purchaser and Ensure Any Post-Closing Challenges Will Be Dismissed as Statutorily Moot Under Section 363(m) of the Bankruptcy Code

Contributor(s)

Ronit J.
Berkovich

An Asset Purchase That Wasn’t—Beware the De Facto Merger Doctrine in Distressed M&A

Contributor(s)

363 Sales, Case Overviews, Healthcare, What We're Watching

Bankruptcy Court Confirms High Burden to Find Material Adverse Effect in Asset Purchase Agreement

Contributor(s)

Ronit J.
Berkovich

Credit Bidding, 363 Sales

Partial Credit Bidding: The Potential for Subtracting a Portion of a Credit Bid to Unwind a Purchase Agreement

Contributor(s)

There is Such a Thing as a “Material Adverse Effect”: Delaware Court Supports Buyer’s Right to Terminate

Contributor(s)

Avoiding a Dog’s Breakfast—Some Timely Reminders of How to Effectively Limit the Universe of Purported Representations upon which Fraud Claims Can be Made

Contributor(s)

363 Sales, Chapter 11 Plans, Distressed Debt Funds, Jurisdiction & Appeals, Post-Confirmation Issues

The Cloak of Good Faith: Protecting Bankruptcy Sales from Appellate Review

You Can't Buy Me Love and You Can't Buy a 363(f) Order

363 Sales, Litigation Issues, Property of the Estate

Know When to Fold ‘Em – Texas Bankruptcy Court Enjoins Losing Bidder’s “Sour Grapes” Attempt to Bring Derivative Claims Under the Guise of Direct Claims

Strategies for Purchasing and Selling Assets in Chapter 11

Contributor(s)

Jacqueline
Marcus

Ninth Circuit B.A.P. Drove Down Bayshore Boulevard and Rendered a Decision on the Merits of a Section 363(m) Appeal in the Face of New Facts

Contributor(s)

Andriana
Georgallas

Words Matter—Ninth Circuit Decides Issue of Contract Interpretation

363 Sales, Involuntary Petitions, Jurisdiction & Appeals

Southern District Bankruptcy Court Dismisses for Cause Involuntary Bankruptcy Filed By Single Creditor for Purpose of Enforcing a Debt in a Two-Party Dispute

363 Sales, Chapter 7 Trustees

Faced with a Belated Offer for the Debtor’s Assets, Bankruptcy Court Converts the Case to Chapter 7 to Allow a Trustee to Run the Sale Process

Time Doesn’t Heal Everything: Court Denied Motion to Dismiss Action to Set Aside 21-Year Old Bankruptcy Sale for Fraud on the Court Despite Absence of Specific Allegations That Fraud Reduced the Sale Price!

Das Moot – Debtors’ Argument that 363(m) Moots Creditors’ Appeal of Sale Order Gets Sunk by Third Circuit

Third Circuit Rules that If It’s Not Estate Property, There’s No Need to Respect Priority

363 Sales, Executory Contracts & Unexpired Leases, Involuntary Petitions, Jurisdiction & Appeals, Lookback Period, Property of the Estate, Real Estate, Subordination & Recharacterization, Subrogation

Lookback Period: Eight Weeks (Part 2)

363 Sales, ABI Reform Commission, Cryptocurrency Issues, Chapter 11 Trustees & Examiners, Chapter 7 Trustees, Cramdown, Lookback Period, Secured Claims, Valuation

Lookback Period: Eight Weeks

363 Sales, Secured Claims

Does Silence Mean Consent? Some Courts Have Found That It Does Not (at Least for Purposes of Sales Under Section 363(f))

363 Sales, Anti-Assignment Clauses, Energy Sector, Executory Contracts & Unexpired Leases

Kentucky Bankruptcy Court Holds That Coal Mining Lease is Not an Executory Contract or Unexpired Lease and is Transferable Pursuant to Section 363 Despite an Anti-Assignment Provision

363 Sales, Executory Contracts & Unexpired Leases, Real Estate

Puh-lease, It’s a Lease: Bankruptcy Court Upholds Agreements as True Leases Entitled to Section 365(h) Protections

Onward, Christian Soldiers: Some Guidance on 363 Sales, Fair Auctions, and Proposed Sales to Insiders

363 Sales, Secured Claims

Fodder for the Dinner Table: The Rights of Secured Creditors in Chapter 11

363 Sales, Chapter 7 Trustees, Constitutional Law, Property of the Estate

Forced Sales, Unconstitutional Takings, and BAPCPA Oh My…

Bank for Sale – Involuntary Petition Against Bank Holding Company Sustained

Section 363(f) Retires ERISA-Based Successor Liability Claims

Are You Not Entertained? The SDNY Weighs In On the Battle Between Sections 363(f) and 365(h) of the Bankruptcy Code

Successful Bidder Must Pay Damages (In Addition to Forfeiting Deposit) After Backing Out of Sale – At Least in Certain Circumstances

The Post-Fisker Credit Bidding Debate Continues: Two More Decisions Leave Unanswered Questions About the Significance of Fisker

Delaware Bankruptcy Court Allows Debtor to Drop Lease Settlement for Higher Offer

Contributor(s)

Gabriel A.
Morgan

Credit Bidding Capped Again: The Fisker Factors Create a “Perfect Storm” in Virginia

363 Sales, Avoidance Actions, Valuation

“Keep Calm and Carry On”: “Panicked” Asset Sale Not Inconsistent With Good Faith Finding for Constructive Fraudulent Transfer Analysis

Peanut Butter Maker Takes More Bread in 363 Sale, Leaves Winning Bidder in a Jam

Contributor(s)

Gabriel A.
Morgan

363 Sales, Chapter 7 Trustees

Free and Clear. Not So Fast. Bankruptcy Court Claws Back Ability to Sell Distressed Assets Free and Clear of Claims and Interests

Contributor(s)

363 Sales, Executory Contracts & Unexpired Leases

363(f) Versus 365(h): A Victory for 363(f), At Least in this Case

363 Asset Sales: Going Once, Going Twice, Sold! . . . Subject to Court Approval

363 Sales, Chapter 11 Plans

Fisker Credit Bid Controversy Update: Hybrid Leave to Appeal Denied; Wanxiang Wins Auction; Court Approves Sale

363 Sales, Jurisdiction & Appeals

Shoulda Coulda Woulda: Would-Be Bidders Lack Standing to Challenge the Result of an Auction in Bankruptcy

363 Sales, Chapter 11 Plans

A Recent Decision in the Fisker Case Brings New Life to the Credit Bidding Debate

363 Sales, Energy Sector

The Fifth Circuit Provides a New Year’s Gift–Clear Guidance on Whether Covenants “Run with the Land”

363 Sales, Jurisdiction & Appeals, Pre-Filing Considerations, Valuation

Calling a Spade a Spade: Judge Refuses to Issue a Stay Pending Appeal of 363 Sale “on the Basis of Smoke and Mirrors”

363 Sales, Claims

Objecting to 363 Sale Orders Free and Clear of Interests: Speak Promptly or You'll Never Hold Your Piece

363 Sales, Survey

The Results Are In: Readers Split, But Advantage Process!

Contributor(s)

Gabriel A.
Morgan

Lawyerly Lingo – Defining “Disbursements” for the Calculation of Quarterly Fees

363 Asset Sales: Delaware Bankruptcy Court Agrees That “It ain't over 'til it's over” (And there’s still time to participate in our poll!)

Contributor(s)

Gabriel A.
Morgan

363 Sales, Financing, Secured Claims

To Surcharge or Not to Surcharge: The Third Circuit Says Only in Sharply Limited Circumstances

363 Asset Sales: Recent Decision Says “It ain’t over ‘til it’s over”

Contributor(s)

Gabriel A.
Morgan

363 Sales, Secured Claims

Secured Creditors: Dot Your “Is” and Cross Your “Ts”

Contributor(s)

Andriana
Georgallas

363 Sales, Financing

Now That’s What I Call Reasonable! Collateral Dispositions Under Article 9 of the UCC

Bankruptcy Court to NY Department of Labor: “Tough(er) Luck”

363 Sales, Financing

Diversions and Restorations: A Glimpse into New York Lien Law

Contributor(s)

Andriana
Georgallas

363 Sales, Secured Claims

Tenth Circuit Grants Creditor a ‘License’ to Take a Security Interest: Creditor’s Security Interest in Proceeds of FCC License Upheld

363 Sales, Chapter 11 Plans

RadLAX: The Decision Is In – Supreme Court Rules That a Secured Lender Must Be Permitted To Credit Bid If Its Collateral Is Sold Pursuant To a Chapter 11 Plan

363 Sales, Chapter 11 Plans

RadLAX: Further Insight on How the Supreme Court May Approach Credit Bidding

363 Sales, Chapter 11 Plans

United States Supreme Court Hears Oral Argument on RadLAX Case

Gimme Shelter: “Transactions Integral to a Sale” Are Given Section 363(m) Protection

What You Don't Know Can Hurt You: Successor Liability and Sec. 363 Sales

Will Secured Creditors’ Right to Credit Bid be a ‘Cert’ain Thing? Supreme Court Grants Certiorari to Resolve Circuit Split

No “Mulligans” Allowed: Seventh Circuit Refuses to Set Aside Bankruptcy Court’s Order Authorizing the Sale of Debtor’s Golf Course

Contributor(s)

363 Sales, Breaking the Code

363 Sales, Throwback Thursday

A Lion(el) of Bankruptcy Jurisprudence

Receiver Battles Holder of Right of First Refusal and Wins…This Time

Secured Lenders Thrown A Lifeline? The Seventh Circuit Protects Secured Lenders’ Right to Credit Bid

Shop Rights – Court Imposes Notice and Due Process Rights for Even the Smallest of Transactions

363 Sales, Executory Contracts & Unexpired Leases

What Happens When a Debtor Seeks to Reject a Right of First Refusal?

363 Sales, Jurisdiction & Appeals, Third Party Claims

The Fight For Mortal Kombat Exits Bankruptcy As Part of Midway Games Sale

363 Sales, Jurisdiction & Appeals

Certificate Holders Are Told to Take a Seat: Court Denies Standing and Finds that Certificate Holders Are Not Parties in Interest

363 Sales, Claims

Sale Free and Clear of Any Interest in Property… Until a Bridge Collapses

Court Holding “Value” in Section 363(f)(3) Means Actual Aggregate Value of Liens Securing the Property Rather Than Face “Amount” of Liens Gets Undersecured Lenders Wired Up

363 Sales, Financing

Senior Lenders “Shocked” By Sale Order Holding Second Liens Have Standing to Oppose Sale

The Creditor of My Creditor Is My . . . Friend?

363 Sale Order Approving Sale of Electric Company’s Assets Generates Some “Electricity” of Its Own

Distressed M&A: Finality of Section 363 Asset Sales

Sixth Circuit Reaffirms the Vitality of 363(m)