Every company needs access to cash to fund its operations. Companies in bankruptcy are no different. But how should a company planning to enter bankruptcy approach this issue if all of its cash is tied up by a secured lender? What will a bankruptcy judge say when the company asks her permission to use cash on terms presented by its lender? How should lenders, debtors, and creditors approach negotiations over the terms of a cash collateral order or debtor-in-possession (DIP) financing agreement? For 2022, professionals must also understand the impact that the economic programs enacted under the CARES Act may have on the use of cash by a commercial debtor during its case. This webinar focuses on answering these questions for advanced business reorganization practitioners and advisors from the perspective of all parties to a negotiation, as well as addressing best practices in drafting, negotiating, and presenting cash collateral and DIP financing orders in complex reorganization proceedings.
Part of the webinar series: BANKRUPTCY TRANSACTIONS - 301: ADVICE FOR THE ADVANCED PRACTITIONER 2022
See more at https://www.financialpoise.com/webinars/
Negotiating and Drafting Cash Collateral/DIP Financing Orders (Series: Bankru...Financial Poise
Every company needs access to cash to fund its operations. Companies in bankruptcy are no different. But how should a company planning to enter bankruptcy approach this issue if all of its cash is tied up by a secured lender? What will a bankruptcy judge say when the company asks her permission to use cash on terms presented by its lender? How should lenders, debtors, and creditors approach negotiations over the terms of a cash collateral order or debtor-in-possession (DIP) financing agreement? For 2021, professionals must also understand the impact that the economic programs enacted under the CARES Act may have on the use of cash by a commercial debtor during its case. This webinar focuses on answering these questions for advanced business reorganization practitioners and advisors from the perspective of all parties to a negotiation, as well as addressing best practices in drafting, negotiating, and presenting cash collateral and DIP financing orders in complex reorganization proceedings.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/negotiating-and-drafting-cash-collateral-dip-financing-orders-2021/
Every company needs access to cash to fund its operations. Companies in bankruptcy are no different. But how should a company planning to enter bankruptcy approach this issue if all of its cash is tied up by a secured lender? What will a bankruptcy judge say when the company asks her permission to use cash on terms presented by its lender? How should lenders, debtors, and creditors approach negotiations over the terms of a cash collateral order or debtor-in-possession (DIP) financing agreement? This webinar focuses on answering these questions for advanced business reorganization practitioners and advisors from the perspective of all parties to a negotiation, as well as addressing best practices in drafting, negotiating, and presenting cash collateral and DIP financing orders in complex reorganization proceedings.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/negotiating-and-drafting-cash-collateral-dip-financing-orders-2020/
Show me the money! Debtors in Chapter 11 cases cannot survive without money to continue operations, pay vendors and professionals, and work to restructure debt and/or sell assets. Where do those necessary funds come from? There are really only two sources – cash the debtor has or can generate (in either case, generally the collateral of the secured lender) or new money coming into the estate in the form of a post-petition debtor-in-possession (DIP) loan. What the debtor is permitted or not permitted to do can seal the fate of a case from the outset. This webinar sheds light on the intricacies involved in DIP financing.
Part of the webinar series: THE NUTS & BOLTS OF BANKRUPTCY LAW 2022
See more at https://www.financialpoise.com/webinars/
Claims Trading in bankruptcy cases has advanced and grown in sophistication swiftly in recent history. Companies and their advisors should be prepared before wading into these waters. How will a claim be treated once transferred? What steps should a company acquiring a claim take to ensure the claim is paid? How should a claim be valued? What kind of documentation will be needed to properly transfer the claim? If a dispute arises regarding the claim, how should the acquiring company defend itself? For 2022, do the financial programs initiated under the CARES Act impact claims trading, and if so, how? This webinar focuses on understanding these issues and addressing best practices for advanced reorganization practitioners and advisors working on the cutting edge of bankruptcy transactions.
Part of the webinar series: BANKRUPTCY TRANSACTIONS - 301: ADVICE FOR THE ADVANCED PRACTITIONER 2022
See more at https://www.financialpoise.com/webinars/
This document provides an overview of bankruptcy law concepts including eligibility for bankruptcy, how bankruptcy changes leverage for parties, why companies file for bankruptcy, and the automatic stay. It discusses a hypothetical scenario involving a distressed Manhattan office building and examines bankruptcy issues that may arise, such as filing eligibility for limited liability companies. The document also covers factors courts examine for bad faith filings and cases where independent directors or "friendly" involuntary bankruptcy petitions were used.
Business Borrowing Basics 2020 - Dealing With DefaultsFinancial Poise
Some borrowers default. One type of default is a payment default- the loan is not paid when due or a particular payment is missed. The other type of default is a covenant default. This webinar explains both, and discusses what happens when one happens.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/dealing-with-defaults-2020/
Bankruptcy Claims Trading (Series: Bankruptcy Transactions: Advice for the Ad...Financial Poise
Claims Trading in bankruptcy cases has advanced and grown in sophistication swiftly in recent history. Companies and their advisors should be prepared before wading into these waters. How will a claim be treated once transferred? What steps should a company acquiring a claim take to ensure the claim is paid? How should a claim be valued? What kind of documentation will be needed to properly transfer the claim? If a dispute arises regarding the claim, how should the acquiring company defend itself? This webinar focuses on understanding these issues and addressing best practices for advanced reorganization practitioners and advisors working on the cutting edge of bankruptcy transactions.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/bankruptcy-claims-trading-2020/
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/bankruptcy-claims-trading-2020/
Negotiating and Drafting Cash Collateral/DIP Financing Orders (Series: Bankru...Financial Poise
Every company needs access to cash to fund its operations. Companies in bankruptcy are no different. But how should a company planning to enter bankruptcy approach this issue if all of its cash is tied up by a secured lender? What will a bankruptcy judge say when the company asks her permission to use cash on terms presented by its lender? How should lenders, debtors, and creditors approach negotiations over the terms of a cash collateral order or debtor-in-possession (DIP) financing agreement? For 2021, professionals must also understand the impact that the economic programs enacted under the CARES Act may have on the use of cash by a commercial debtor during its case. This webinar focuses on answering these questions for advanced business reorganization practitioners and advisors from the perspective of all parties to a negotiation, as well as addressing best practices in drafting, negotiating, and presenting cash collateral and DIP financing orders in complex reorganization proceedings.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/negotiating-and-drafting-cash-collateral-dip-financing-orders-2021/
Every company needs access to cash to fund its operations. Companies in bankruptcy are no different. But how should a company planning to enter bankruptcy approach this issue if all of its cash is tied up by a secured lender? What will a bankruptcy judge say when the company asks her permission to use cash on terms presented by its lender? How should lenders, debtors, and creditors approach negotiations over the terms of a cash collateral order or debtor-in-possession (DIP) financing agreement? This webinar focuses on answering these questions for advanced business reorganization practitioners and advisors from the perspective of all parties to a negotiation, as well as addressing best practices in drafting, negotiating, and presenting cash collateral and DIP financing orders in complex reorganization proceedings.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/negotiating-and-drafting-cash-collateral-dip-financing-orders-2020/
Show me the money! Debtors in Chapter 11 cases cannot survive without money to continue operations, pay vendors and professionals, and work to restructure debt and/or sell assets. Where do those necessary funds come from? There are really only two sources – cash the debtor has or can generate (in either case, generally the collateral of the secured lender) or new money coming into the estate in the form of a post-petition debtor-in-possession (DIP) loan. What the debtor is permitted or not permitted to do can seal the fate of a case from the outset. This webinar sheds light on the intricacies involved in DIP financing.
Part of the webinar series: THE NUTS & BOLTS OF BANKRUPTCY LAW 2022
See more at https://www.financialpoise.com/webinars/
Claims Trading in bankruptcy cases has advanced and grown in sophistication swiftly in recent history. Companies and their advisors should be prepared before wading into these waters. How will a claim be treated once transferred? What steps should a company acquiring a claim take to ensure the claim is paid? How should a claim be valued? What kind of documentation will be needed to properly transfer the claim? If a dispute arises regarding the claim, how should the acquiring company defend itself? For 2022, do the financial programs initiated under the CARES Act impact claims trading, and if so, how? This webinar focuses on understanding these issues and addressing best practices for advanced reorganization practitioners and advisors working on the cutting edge of bankruptcy transactions.
Part of the webinar series: BANKRUPTCY TRANSACTIONS - 301: ADVICE FOR THE ADVANCED PRACTITIONER 2022
See more at https://www.financialpoise.com/webinars/
This document provides an overview of bankruptcy law concepts including eligibility for bankruptcy, how bankruptcy changes leverage for parties, why companies file for bankruptcy, and the automatic stay. It discusses a hypothetical scenario involving a distressed Manhattan office building and examines bankruptcy issues that may arise, such as filing eligibility for limited liability companies. The document also covers factors courts examine for bad faith filings and cases where independent directors or "friendly" involuntary bankruptcy petitions were used.
Business Borrowing Basics 2020 - Dealing With DefaultsFinancial Poise
Some borrowers default. One type of default is a payment default- the loan is not paid when due or a particular payment is missed. The other type of default is a covenant default. This webinar explains both, and discusses what happens when one happens.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/dealing-with-defaults-2020/
Bankruptcy Claims Trading (Series: Bankruptcy Transactions: Advice for the Ad...Financial Poise
Claims Trading in bankruptcy cases has advanced and grown in sophistication swiftly in recent history. Companies and their advisors should be prepared before wading into these waters. How will a claim be treated once transferred? What steps should a company acquiring a claim take to ensure the claim is paid? How should a claim be valued? What kind of documentation will be needed to properly transfer the claim? If a dispute arises regarding the claim, how should the acquiring company defend itself? This webinar focuses on understanding these issues and addressing best practices for advanced reorganization practitioners and advisors working on the cutting edge of bankruptcy transactions.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/bankruptcy-claims-trading-2020/
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/bankruptcy-claims-trading-2020/
This document provides an overview of key concepts related to bankruptcy, including types of bankruptcies, common shocks experienced during bankruptcy, out-of-court settlement options, steps to file UCC documents, issues related to distressed debtors, actions creditors can take after a bankruptcy filing is made, and definitions of key terms like reclamation and bankruptcy priorities. The document covers corporate and individual bankruptcy filings and considerations, as well as non-bankruptcy liquidation and restructuring alternatives.
ddie Lampert bought Kmart out of bankruptcy. W.L. Ross made a fortune many times over buying steel and other companies out of bankruptcy. Hedge funds and other distressed debt traders buy and sell millions of dollars of distressed securities and bankruptcy claims every day. A number of private equity funds focus exclusively on buying distressed businesses, fixing, and selling them. And fortunes are made when real estate crashes by those who have the dry powder to swoop in and buy when others are forced to sell. This webinar explains how to loan to, or purchase the debt of, a company in order to acquire it (a strategy commonly called “loan to own”); how to learn about opportunities involving distressed companies; and tips and best practices for participating in bankruptcy, Article 9, and other sales of distressed businesses (including the concept of serving as the “stalking horse).
Part of the webinar series: RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2021
See more at https://www.financialpoise.com/webinars/
Claims Trading in bankruptcy cases has advanced and grown in sophistication swiftly in recent history. Companies and their advisors should be prepared before wading into these waters. How will a claim be treated once transferred? What steps should a company acquiring a claim take to ensure the claim is paid? How should a claim be valued? What kind of documentation will be needed to properly transfer the claim? If a dispute arises regarding the claim, how should the acquiring company defend itself? For 2021, do the financial programs initiated under the CARES Act impact claims trading, and if so, how? This webinar focuses on understanding these issues and addressing best practices for advanced reorganization practitioners and advisors working on the cutting edge of bankruptcy transactions.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/bankruptcy-claims-trading-2021/
This document discusses the intersection of business law and bankruptcy. It provides an overview of bankruptcy law concepts including different chapters of bankruptcy, the automatic stay, treatment of secured and unsecured claims, executory contracts, leases, sales of property, and plan confirmation. It also discusses how various business situations could intersect with bankruptcy law, such as when a business, vendor, customer or owner experiences financial troubles. Key areas of focus are reviewing cash flow and debt structure, analyzing claims and contracts, and understanding opportunities to purchase debtor assets.
In the event of a bankruptcy, the debtor or trustee may opt to take legal action in order to recover money or property that was transferred by the debtor prior to going bankrupt. These actions, whereby such transfers are effectively reversed, are referred to as “avoidance actions.” In this webinar, the expert panel discusses the applicable provisions of the Bankruptcy Code, common avoidance actions, and key considerations when planning for and defending against these actions.
Part of the webinar series: COMPLEX FINANCIAL LITIGATION 2022
See more at https://www.financialpoise.com/webinars/
The Intersection of Bankruptcy and… Labor/Employment LawFinancial Poise
Even before a company files for bankruptcy protection, multiple employment and labor issues can arise. This webinar addresses the ramifications of the failure of a debtor to comply with the Worker Adjustment and Retraining Notification Act (WARN), which requires employers to provide written notice in advance of covered plant closings and mass layoffs under certain conditions and may subject the debtor to liability. It also examines employee wage and claim issues that are often triggered by the filing for bankruptcy protection, as well as the special treatment provided by the Bankruptcy Code for collective bargaining agreements and retiree health care benefits, which makes modification or rejection of such agreements more difficult during the bankruptcy proceeding.
Part of the webinar series: Bankruptcy Intersections 2022
See more at https://www.financialpoise.com/webinars/
Sometimes It Begins When A Client, Tenant, Or Customer Starts To Slow-Pay, With The Result That Your Accounts Receivable Start To Accrue Gradually. Other Times The Issue Presents Itself More Suddenly. Either Way, You Find Your Company Owed A Great Deal Of Money That Looks Like It May Not Be Collected Because Your Client/Tenant/Customer Has Filed Bankruptcy, Has Commenced An Assignment For The Benefit Of Creditors, Has Been Put Into Receivership, Or Is Otherwise Just Plain Insolvent. What Do You Do? What Should You Not Do? The Topics Discussed In This Webinar Include The Pros And Cons Of Putting A Counterparty Into Involuntary Bankruptcy; When And How You May Be Able To Pursue Third Parties (Like Guarantors, Directors, Or Officers) For The Amount Owed; Risks Related To Preference Attack; Pros And Cons Of Sitting On A “Creditors’ Committee” In A Chapter 11; How To Negotiate For “Critical Vendor” Protection In Chapter 11; And Practical Guidance For Continuing To Provide Goods Or Services To An Insolvent Counterparty.
Part of the webinar series: Restructuring, Insolvency & Troubled Companies 2021
See more at https://www.financialpoise.com/webinars/
THE NUTS & BOLTS OF BANKRUPTCY LAW 2022: The Nuts & Bolts of a First Day HearingFinancial Poise
Even when a bankruptcy petition is the result of a soft-landing rather than a freefall, filing a chapter 11 petition is a disruptive event. To facilitate the debtor’s entry into chapter 11 with as little disruption as possible, first day motions are filed to ensure that a debtor-in-possession can minimize interruptions and continue operating its business in order to achieve its goals in chapter 11. This webinar provides an overview of the administrative and operational first day motions typically filed by chapter 11 debtors and the process for requesting a first day hearing, providing notice of the hearing, and ensuring that the hearing runs smoothly.
Part of the webinar series: THE NUTS & BOLTS OF BANKRUPTCY LAW 2022
See more at https://www.financialpoise.com/webinars/
RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022: Bad Debtor Owes Me Money!Financial Poise
Sometimes it begins when a client, tenant, or customer starts to slow-pay, with the result that your accounts receivable start to accrue gradually. Other times the issue presents itself more suddenly. Either way, you find your company owed a great deal of money that looks like it may not be collected because your client/tenant/customer has filed bankruptcy, has commenced an assignment for the benefit of creditors, has been put into receivership, or is otherwise just plain insolvent. What do you do? What should you not do? The topics discussed in this webinar include the pros and cons of putting a counterparty into involuntary bankruptcy; when and how you may be able to pursue third parties (like guarantors, directors, or officers) for the amount owed; risks related to preference attack; pros and cons of sitting on a “creditors’ committee” in a Chapter 11; how to negotiate for “critical vendor” protection in Chapter 11; and practical guidance for continuing to provide goods or services to an insolvent counterparty.
Part of the webinar series: RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022
See more at https://www.financialpoise.com/webinars/
Defending Against Bankruptcy Avoidance Actions (Series: COMPLEX FINANCIAL LIT...Financial Poise
In the event of a bankruptcy, the debtor or trustee may opt to take legal action in order to recover money or property that was transferred by the debtor prior to going bankrupt. These actions, whereby such transfers are effectively reversed, are referred to as “avoidance actions.” In this webinar, the expert panel discusses the applicable provisions of the Bankruptcy Code, common avoidance actions, and key considerations when planning for and defending against these actions.
To view the accompanying webinar, go to: https://www.financialpoise.com/financialpoisewebinars/on_demand_webinars/defending-against-bankruptcy-avoidance-actions-2/
THE NUTS & BOLTS OF BANKRUPTCY LAW 2022: The Nuts & Bolts of a Lift Stay MotionFinancial Poise
Most businesses of any meaningful size in the United States have a line of credit or term loan with a bank or other lender that is secured by a lien on substantially all of the assets of that business. One of the strongest tools in a secured lender’s toolbox is the ability to ask the bankruptcy court to lift or modify the automatic stay to allow the secured lender to get to its collateral. Needless to say, the debtor will often oppose the lender’s request. This is just one of many aspects of litigation surrounding the automatic stay. The bankruptcy code provides for specific circumstances under which relief from the stay is permitted, and litigation over whether the requisite conditions exist is common. This webinar discusses the scope of the automatic stay and the procedure and grounds for seeking relief.
Part of the webinar series:
THE NUTS & BOLTS OF BANKRUPTCY LAW 2022
See more at https://www.financialpoise.com/webinars/
Defending Against Bankruptcy Avoidance Actions (Series: Complex Financial Lit...Financial Poise
In the event of a bankruptcy, the debtor or trustee may opt to take legal action in order to recover money or property that was transferred by the debtor prior to going bankrupt. These actions, whereby such transfers are effectively reversed, are referred to as “avoidance actions.” In this webinar, the expert panel discusses the applicable provisions of the Bankruptcy Code, common avoidance actions, and key considerations when planning for and defending against these actions.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/defending-against-bankruptcy-avoidance-actions-2021/
Creditor\'s Rights and Bankruptcy Issues in Real Estate Lawterigrasmussen
Discusses how creditors should deal with a recently filed case, the automatic stay, leasing, use and sale of assets, and nonbankruptcy remedies available to creditors, including receiverships, foreclosures, creditors\' bill, charging order, and assignments for the benefit of creditors
No two chapter 11 cases are alike and no two chapter 11 cases involving a retail business are alike. There are, nonetheless, certain issues that tend to arise in most retail cases. Among them: the retention of a liquidation firm; lease assumption and rejection; the claim priority of rent during a month that straddles the Petition Date or a rejection date; and consumer deposit issues. This webinar addresses such issues.
Part of the webinar series: CHAPTER 11- INDUSTRY FOCUS 2022
See more at https://www.financialpoise.com/webinars/
This document summarizes tools available in bankruptcy law that can help "old economy" businesses transition to the "new economy". It discusses how bankruptcy can provide a breathing spell through automatic stays on collections and the ability to reject unprofitable contracts. It also describes how selling assets or the entire business through Section 363 can allow restructuring. International bankruptcy jurisdiction and confirming a plan of reorganization to emerge from bankruptcy are also summarized as ways bankruptcy law can facilitate this economic transition.
The leveraged lending market has developed its own set of market terms and conventions, many of which do not exist outside of this market. This webinar gives a basic overview of leveraged finance credit agreements and the legal issues that arise when working on leveraged loans.
Part of the webinar series: LEVERAGED FINANCE 2021
See more at https://www.financialpoise.com/webinars/
The Intersection of Bankruptcy and... Labor/Employment Law (Series: Bankruptc...Financial Poise
Even before a company files for bankruptcy protection, multiple employment and labor issues can arise. This webinar addresses the ramifications of the failure of a debtor to comply with the Worker Adjustment and Retraining Notification Act (WARN), which requires employers to provide written notice in advance of covered plant closings and mass layoffs under certain conditions and may subject the debtor to liability. It also examines employee wage and claim issues that are often triggered by the filing for bankruptcy protection, as well as the special treatment provided by the Bankruptcy Code for collective bargaining agreements and retiree health care benefits, which makes modification or rejection of such agreements more difficult during the bankruptcy proceeding.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/bankruptcy-and-labor-employment-law-2020/
5 Major Mistakes Business Owners Make That Expose Them to Legal RisksBadmus & Associates
This document discusses 5 major legal risks that can expose businesses to liability. It begins by explaining how failing to properly maintain company records, reports, and governance can lead to legal and financial issues. Next, it describes how failing to use contracts to protect a company's interests can leave it unprotected. It then discusses how failing to proactively address workplace issues like policies in an employee handbook or misclassifying workers as contractors increases risks. Finally, it notes that lacking a comprehensive immigration compliance plan can result in violations and claims against a business.
An securities-based loan (SBL) allows one to use eligible securities in a personal brokerage account as collateral for a line of credit to pay taxes or other expenses. With an SBL, your investments are not liquidated so your portfolio's growth potential may be preserved compared to liquidating assets. The application process for an SBL is simple with credit decisions typically made within 1-2 days, and funds can be easily accessed by check or wire. However, there are risks like possible margin calls on short notice and market conditions magnifying potential losses.
IP-301 POST-GRANT REVIEW TRIALS 2022 - Things to Consider Before You FileFinancial Poise
This segment will delve into considerations that come into play when filing or responding to post-grant review proceedings. These considerations include issues of real party in interest, timing, and substantive arguments.
Part of the webinar series: IP-301 POST-GRANT REVIEW TRIALS 2022
See more at https://www.financialpoise.com/webinars/
This segment will discuss the statutory and procedural background of post-grant review proceedings. It will discuss the types of proceedings available and provide a high-level discussion of how the proceedings are conducted.
Part of the webinar series:
IP-301 POST-GRANT REVIEW TRIALS 2022
See more at https://www.financialpoise.com/webinars/
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ddie Lampert bought Kmart out of bankruptcy. W.L. Ross made a fortune many times over buying steel and other companies out of bankruptcy. Hedge funds and other distressed debt traders buy and sell millions of dollars of distressed securities and bankruptcy claims every day. A number of private equity funds focus exclusively on buying distressed businesses, fixing, and selling them. And fortunes are made when real estate crashes by those who have the dry powder to swoop in and buy when others are forced to sell. This webinar explains how to loan to, or purchase the debt of, a company in order to acquire it (a strategy commonly called “loan to own”); how to learn about opportunities involving distressed companies; and tips and best practices for participating in bankruptcy, Article 9, and other sales of distressed businesses (including the concept of serving as the “stalking horse).
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To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/bankruptcy-claims-trading-2021/
This document discusses the intersection of business law and bankruptcy. It provides an overview of bankruptcy law concepts including different chapters of bankruptcy, the automatic stay, treatment of secured and unsecured claims, executory contracts, leases, sales of property, and plan confirmation. It also discusses how various business situations could intersect with bankruptcy law, such as when a business, vendor, customer or owner experiences financial troubles. Key areas of focus are reviewing cash flow and debt structure, analyzing claims and contracts, and understanding opportunities to purchase debtor assets.
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Even before a company files for bankruptcy protection, multiple employment and labor issues can arise. This webinar addresses the ramifications of the failure of a debtor to comply with the Worker Adjustment and Retraining Notification Act (WARN), which requires employers to provide written notice in advance of covered plant closings and mass layoffs under certain conditions and may subject the debtor to liability. It also examines employee wage and claim issues that are often triggered by the filing for bankruptcy protection, as well as the special treatment provided by the Bankruptcy Code for collective bargaining agreements and retiree health care benefits, which makes modification or rejection of such agreements more difficult during the bankruptcy proceeding.
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Sometimes It Begins When A Client, Tenant, Or Customer Starts To Slow-Pay, With The Result That Your Accounts Receivable Start To Accrue Gradually. Other Times The Issue Presents Itself More Suddenly. Either Way, You Find Your Company Owed A Great Deal Of Money That Looks Like It May Not Be Collected Because Your Client/Tenant/Customer Has Filed Bankruptcy, Has Commenced An Assignment For The Benefit Of Creditors, Has Been Put Into Receivership, Or Is Otherwise Just Plain Insolvent. What Do You Do? What Should You Not Do? The Topics Discussed In This Webinar Include The Pros And Cons Of Putting A Counterparty Into Involuntary Bankruptcy; When And How You May Be Able To Pursue Third Parties (Like Guarantors, Directors, Or Officers) For The Amount Owed; Risks Related To Preference Attack; Pros And Cons Of Sitting On A “Creditors’ Committee” In A Chapter 11; How To Negotiate For “Critical Vendor” Protection In Chapter 11; And Practical Guidance For Continuing To Provide Goods Or Services To An Insolvent Counterparty.
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Even when a bankruptcy petition is the result of a soft-landing rather than a freefall, filing a chapter 11 petition is a disruptive event. To facilitate the debtor’s entry into chapter 11 with as little disruption as possible, first day motions are filed to ensure that a debtor-in-possession can minimize interruptions and continue operating its business in order to achieve its goals in chapter 11. This webinar provides an overview of the administrative and operational first day motions typically filed by chapter 11 debtors and the process for requesting a first day hearing, providing notice of the hearing, and ensuring that the hearing runs smoothly.
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Sometimes it begins when a client, tenant, or customer starts to slow-pay, with the result that your accounts receivable start to accrue gradually. Other times the issue presents itself more suddenly. Either way, you find your company owed a great deal of money that looks like it may not be collected because your client/tenant/customer has filed bankruptcy, has commenced an assignment for the benefit of creditors, has been put into receivership, or is otherwise just plain insolvent. What do you do? What should you not do? The topics discussed in this webinar include the pros and cons of putting a counterparty into involuntary bankruptcy; when and how you may be able to pursue third parties (like guarantors, directors, or officers) for the amount owed; risks related to preference attack; pros and cons of sitting on a “creditors’ committee” in a Chapter 11; how to negotiate for “critical vendor” protection in Chapter 11; and practical guidance for continuing to provide goods or services to an insolvent counterparty.
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To view the accompanying webinar, go to: https://www.financialpoise.com/financialpoisewebinars/on_demand_webinars/defending-against-bankruptcy-avoidance-actions-2/
THE NUTS & BOLTS OF BANKRUPTCY LAW 2022: The Nuts & Bolts of a Lift Stay MotionFinancial Poise
Most businesses of any meaningful size in the United States have a line of credit or term loan with a bank or other lender that is secured by a lien on substantially all of the assets of that business. One of the strongest tools in a secured lender’s toolbox is the ability to ask the bankruptcy court to lift or modify the automatic stay to allow the secured lender to get to its collateral. Needless to say, the debtor will often oppose the lender’s request. This is just one of many aspects of litigation surrounding the automatic stay. The bankruptcy code provides for specific circumstances under which relief from the stay is permitted, and litigation over whether the requisite conditions exist is common. This webinar discusses the scope of the automatic stay and the procedure and grounds for seeking relief.
Part of the webinar series:
THE NUTS & BOLTS OF BANKRUPTCY LAW 2022
See more at https://www.financialpoise.com/webinars/
Defending Against Bankruptcy Avoidance Actions (Series: Complex Financial Lit...Financial Poise
In the event of a bankruptcy, the debtor or trustee may opt to take legal action in order to recover money or property that was transferred by the debtor prior to going bankrupt. These actions, whereby such transfers are effectively reversed, are referred to as “avoidance actions.” In this webinar, the expert panel discusses the applicable provisions of the Bankruptcy Code, common avoidance actions, and key considerations when planning for and defending against these actions.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/defending-against-bankruptcy-avoidance-actions-2021/
Creditor\'s Rights and Bankruptcy Issues in Real Estate Lawterigrasmussen
Discusses how creditors should deal with a recently filed case, the automatic stay, leasing, use and sale of assets, and nonbankruptcy remedies available to creditors, including receiverships, foreclosures, creditors\' bill, charging order, and assignments for the benefit of creditors
No two chapter 11 cases are alike and no two chapter 11 cases involving a retail business are alike. There are, nonetheless, certain issues that tend to arise in most retail cases. Among them: the retention of a liquidation firm; lease assumption and rejection; the claim priority of rent during a month that straddles the Petition Date or a rejection date; and consumer deposit issues. This webinar addresses such issues.
Part of the webinar series: CHAPTER 11- INDUSTRY FOCUS 2022
See more at https://www.financialpoise.com/webinars/
This document summarizes tools available in bankruptcy law that can help "old economy" businesses transition to the "new economy". It discusses how bankruptcy can provide a breathing spell through automatic stays on collections and the ability to reject unprofitable contracts. It also describes how selling assets or the entire business through Section 363 can allow restructuring. International bankruptcy jurisdiction and confirming a plan of reorganization to emerge from bankruptcy are also summarized as ways bankruptcy law can facilitate this economic transition.
The leveraged lending market has developed its own set of market terms and conventions, many of which do not exist outside of this market. This webinar gives a basic overview of leveraged finance credit agreements and the legal issues that arise when working on leveraged loans.
Part of the webinar series: LEVERAGED FINANCE 2021
See more at https://www.financialpoise.com/webinars/
The Intersection of Bankruptcy and... Labor/Employment Law (Series: Bankruptc...Financial Poise
Even before a company files for bankruptcy protection, multiple employment and labor issues can arise. This webinar addresses the ramifications of the failure of a debtor to comply with the Worker Adjustment and Retraining Notification Act (WARN), which requires employers to provide written notice in advance of covered plant closings and mass layoffs under certain conditions and may subject the debtor to liability. It also examines employee wage and claim issues that are often triggered by the filing for bankruptcy protection, as well as the special treatment provided by the Bankruptcy Code for collective bargaining agreements and retiree health care benefits, which makes modification or rejection of such agreements more difficult during the bankruptcy proceeding.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/bankruptcy-and-labor-employment-law-2020/
5 Major Mistakes Business Owners Make That Expose Them to Legal RisksBadmus & Associates
This document discusses 5 major legal risks that can expose businesses to liability. It begins by explaining how failing to properly maintain company records, reports, and governance can lead to legal and financial issues. Next, it describes how failing to use contracts to protect a company's interests can leave it unprotected. It then discusses how failing to proactively address workplace issues like policies in an employee handbook or misclassifying workers as contractors increases risks. Finally, it notes that lacking a comprehensive immigration compliance plan can result in violations and claims against a business.
An securities-based loan (SBL) allows one to use eligible securities in a personal brokerage account as collateral for a line of credit to pay taxes or other expenses. With an SBL, your investments are not liquidated so your portfolio's growth potential may be preserved compared to liquidating assets. The application process for an SBL is simple with credit decisions typically made within 1-2 days, and funds can be easily accessed by check or wire. However, there are risks like possible margin calls on short notice and market conditions magnifying potential losses.
Similar to Negotiating and Drafting Cash Collateral/DIP Financing Orders (20)
IP-301 POST-GRANT REVIEW TRIALS 2022 - Things to Consider Before You FileFinancial Poise
This segment will delve into considerations that come into play when filing or responding to post-grant review proceedings. These considerations include issues of real party in interest, timing, and substantive arguments.
Part of the webinar series: IP-301 POST-GRANT REVIEW TRIALS 2022
See more at https://www.financialpoise.com/webinars/
This segment will discuss the statutory and procedural background of post-grant review proceedings. It will discuss the types of proceedings available and provide a high-level discussion of how the proceedings are conducted.
Part of the webinar series:
IP-301 POST-GRANT REVIEW TRIALS 2022
See more at https://www.financialpoise.com/webinars/
We’ve all long heard about writing practices to avoid, including run-on sentences, excessive passive voice, and nominalization. This webinar not only discusses how those habits can damage briefs, but also explores a key habit brief-writers should embrace: using strong, precise verbs, which are the engine of a persuasive sentence. Panelists also exchange views about finding the most persuasive voice and tone, as well as the right temperature for rhetoric.
Part of the webinar series: PERSUASIVE BRIEF WRITING 2022
See more at https://www.financialpoise.com/webinars/
CYBER SECURITY and DATA PRIVACY 2022: Data Breach Response - Before and After...Financial Poise
You’ve received the dreaded call that your company has just suffered a data breach – what do you do next? Who do you call for help? What notification obligations do you have?
With proper preparation, you can mitigate the damage caused by this unfortunate event and put your business in a position to recover. Your company may have already implemented its information security program and identified the responsible parties, including applicable outside experts, to be contacted in the event of a breach. However, now you must call up your incident response team to investigate the extent of the breach, evaluate the possible damage to your company, and determine whether you must notify your clients, customers, or the public of the breach. This webinar will help prepare you to take action when the worst happens.
Part of the webinar series:
CYBER SECURITY and DATA PRIVACY 2022
See more at https://www.financialpoise.com/webinars/
CYBER SECURITY and DATA PRIVACY 2022_How to Build and Implement your Company'...Financial Poise
Data is one of your business’s most valuable assets and requires protection like any other asset. How can you protect your data from unauthorized access or inadvertent disclosure?
An information security program is designed to protect the confidentiality, integrity, and availability of your company’s data and information technology assets. Federal, state, or international law may also require your business to have an information security program in place.
This webinar will provide the basics of how to create and implement an information security program, beginning with identifying your incident response team, putting applicable insurance policies into place, and closing any gaps in the security of your data.
Part of the webinar series:
CYBERSECURITY & DATA PRIVACY 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 - Enforcement: Post-Judgment Procee...Financial Poise
Obtaining a final and enforceable judgment is often just the first phase of the civil litigation process; without effective enforcement and collection, a judgment is merely a piece of paper (or electronic docket entry). This webinar provides an overview of the technical, procedural and strategic considerations necessary to monetize judgments and make litigation worthwhile.
Part of the webinar series: NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 -Appellate Practice- 101 Financial Poise
When is an appeal permitted and when should you take one? What rules and procedures govern appellate practice and how can you best avoid technical and procedural mistakes. How are appellate briefs different from those filed with the trial court and what are some keys to making them successful? And how can you best prepare for appellate oral argument? This webinar explores these questions and more with a panel of experienced appellate litigators.
Part of the webinar series: NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022
See more at https://www.financialpoise.com/webinars/
MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022: Learn How to Do Con...Financial Poise
There's creating content; then there's creating great content; and then there's creating great content that actually gets seen by the ideal audience. Each of those layers has its own unique challenges. In this webinar episode, we share insights from a variety of highly experienced content creators. Each panelist member provides their own unique spin on how to create great content that gets seen by the intended audience. By the completion of this episode, the audience member will have a clear and actionable plan on how to create outstanding content that meets their unique marketing needs.
Part of the webinar series: MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022
See more at https://www.financialpoise.com/webinars/
CHAPTER 11 - INDUSTRY FOCUS 2022 - Focus on Oil and Gas Financial Poise
Although issues in oil and gas chapter 11 cases vary from case to case, there are, nonetheless, certain issues that tend to arise in most oil and gas cases. Among them: treatment of oil and gas leases, the payment of royalties, hedging agreements, and valuation. This webinar addresses such issues.
Part of the webinar series: CHAPTER 11 - INDUSTRY FOCUS 2022
See more at https://www.financialpoise.com/webinars/
BUSINESS LAW REVIEW- 2022: Selling a Business Financial Poise
A Startup is the Founders’ baby - they dream it, created it and worked tirelessly to make it successful. Deciding it may be time to sell all or part is the easy part - acknowledging and addressing the financial and emotional issues can be challenging.
Negotiating with potential buyers or investors is time intensive, to say the least. Positioning a business for a value maximizing transaction requires planning. What professionals need to be engaged? How do the parties come to a valuation? What is the profile of the likely investor or buyer? These are just some of the questions this webinar addresses.
Part of the webinar series: BUSINESS LAW REVIEW- 2022
See more at https://www.financialpoise.com/webinars/
BUSINESS LAW REVIEW- 2022: Immigration Law for Business-101Financial Poise
A basic understanding of immigration law is critical to a vast array of businesses operating in today’s economy. Foreign employees and their sponsoring companies will navigate a complex maze in the attempt to achieve the desired goals of the employee maximizing their ability to provide services and value to the company. One of various determining factors as to which pathway to attempt is whether the goal is an immigrant visa (also known as a “green card”) which may ultimately allow lawful permanent residence in the United States or a non-immigrant visa. The need for foreign labor affects various industries and applies to large segments of skilled, unskilled and semi-skilled workers in jobs ranging from farm to seasonal to high-tech. This webinar explains what businesses need to know in the current environment as well as how political and globalization issues will affect immigration laws going forward.
Part of the webinar series:
BUSINESS LAW REVIEW- 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - Part I 2022: Working With Experts Financial Poise
This webinar provides an overview of using expert witnesses in commercial litigation. It discusses when expert testimony is commonly used, the rules governing expert disclosures and discovery such as expert reports. It covers challenging opposing experts using Daubert motions and strategies for preparing your own experts for deposition. The webinar is part of a series on litigation fundamentals aimed at new and less experienced litigators.
Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
Part of the webinar series:
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2
See more at https://www.financialpoise.com/webinars/
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Securities Law Comp...Financial Poise
The Securities and Exchange Commission has been entrusted with a significant corporate compliance regulatory function, which has been expanded by seminal legislation in the recent past such as the Sarbanes-Oxley (“SOX”) and Dodd-Frank Acts. This webinar discusses board fiduciary duties and the tension between state corporate law standards and federal law. Board composition, independence, structure and processes (including best practices in regard to committees) are analyzed. Specifically, director independence is discussed as is audit committees and related requirements, regulations and exemptions. NASDAQ and the NYSE also have similar requirements for director independence and those are also discussed. The webinar also covers disclosure matters related to SOX compliance, including timing and content of an issuer's periodic disclosures. Both the legal requirements and best practices related to disclosure procedures and internal controls under SOX are examined. Means of controlling the costs of SOX, especially for smaller public companies, are also discussed, including trends in the industry related to high regulatory compliance costs. Finally, the applicability and best practices for privately held companies and SOX are considered.
Part of the webinar series: CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2
See more at https://www.financialpoise.com/webinars/
The deal is complete, and the parties have finished the hard work. Or have they? Integration planning turns to execution as people, process, and technology are combined once the deal is legally closed. The buyer will need to consider the purchased business or assets from the standpoint of employees, IT, customers, suppliers, and a multitude of other areas. In addition, numerous post-closing legal issues may arise, including purchase price adjustments, breaches of representations and warranties, enforcement of key negative employment-related covenants and restrictive covenants, collection of pre-closing accounts receivable, and true-ups of final financials. This episode guides listeners through the process, timing, and issues which most commonly arise after the closing of deals.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
Although every deal is different, understanding any purchase/sale agreement will help you understand other purchase sale agreements. Stated another way, most M&A documents include a similar set of sections and use a similar vocabulary. This episode explains specific, common provisions and discusses how buyers and sellers approach these provisions differently, particularly in light of situational differences (e.g. whether the assets being bought and sold are equity of a company or the assets of a company; whether the seller is going to cease to exists or not). Topics covered will include tax issues; corporate governance; closing conditions; representations and warranties; indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and employment issues.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
Buying, selling, or merging a company typically follows a similar set of steps from deal to deal. The amount of time each step takes varies but the order of the steps is fairly uniform because the steps follow a certain logic: before the parties share meaningful information, they should sign a confidentiality agreement (a/k/a “non-disclosure agreement,” or “NDA”); once a baseline amount of information is known by the would-be buyer, it commonly presents a letter of intent or term sheet to the target or its owner, which serves as an outline for a deal but does not necessarily bind the parties to consummate the transaction; additional due diligence and the negotiation, drafting and signing of definitive documents comes next. The parties then obtain any needed regulatory and/or contractual third party approvals; followed by closing; and finally by post-closing tasks. This webinar will discuss all these steps from a macro perspective so that you can see the forest for the trees, but does not do a deep dive into any single topic. Think of this webinar as a road map or timeline for a typical deal.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
CROWDFUNDING 2022 - Crowdfunding from the Investor's PerspectiveFinancial Poise
This webinar focuses on the opportunities that crowdfunding makes available to the investor, and how the investor should go about navigating this new world. We begin with a basic overview of the new regulatory regime, the requirements to invest, and the on-boarding process one should expect. We then dive deeper into the market opportunity, including how to access and select investments, and expectations investors should set for themselves and the projects they select. This is not intended to support any specific deal selection, but instead sheds a light upon the basic selection criteria available, the method to go about investing and what to avoid.
Part of the webinar series: Crowdfunding 2022
See more at https://www.financialpoise.com/webinars/
CROWDFUNDING 2022 - Securities Crowdfunding for IntermediariesFinancial Poise
This webinar addresses crowdfunding portals and intermediaries. This episode begins with a basic overview of the various methods of crowdfunding, from donation and rewards based, to intra-state equity, debt, and finally securities based crowdfunding under Titles II, III and IV of the JOBS Act. Once those differences are understood, the webinar focuses on the need for intermediaries, the role that they can and sometimes must play, followed by a discussion on how the market has matured and where we see the market going in the online capital space. This webinar also discusses the risks and future of these intermediaries with the advent of the ICO and token distribution events.
Part of the webinar series: Crowdfunding 2022
See more at https://www.financialpoise.com/webinars/
CROWDFUNDING 2022 - Crowdfunding from the Start-Up's Perspective Financial Poise
How can businesses use the tools created by the JOBS Act to access capital? This webinar compares raising money online to traditional methods of capital raising. It also compares each of the different titles available under the JOBS Act. Finally, we discuss and compare the differences between security based crowdfunding and rewards based crowdfunding, exploring those instances where such a method would make sense.
Part of the webinar series: Crowdfunding 2022
See more at https://www.financialpoise.com/webinars/
A Visual Guide to 1 Samuel | A Tale of Two HeartsSteve Thomason
These slides walk through the story of 1 Samuel. Samuel is the last judge of Israel. The people reject God and want a king. Saul is anointed as the first king, but he is not a good king. David, the shepherd boy is anointed and Saul is envious of him. David shows honor while Saul continues to self destruct.
This presentation was provided by Rebecca Benner, Ph.D., of the American Society of Anesthesiologists, for the second session of NISO's 2024 Training Series "DEIA in the Scholarly Landscape." Session Two: 'Expanding Pathways to Publishing Careers,' was held June 13, 2024.
Temple of Asclepius in Thrace. Excavation resultsKrassimira Luka
The temple and the sanctuary around were dedicated to Asklepios Zmidrenus. This name has been known since 1875 when an inscription dedicated to him was discovered in Rome. The inscription is dated in 227 AD and was left by soldiers originating from the city of Philippopolis (modern Plovdiv).
How Barcodes Can Be Leveraged Within Odoo 17Celine George
In this presentation, we will explore how barcodes can be leveraged within Odoo 17 to streamline our manufacturing processes. We will cover the configuration steps, how to utilize barcodes in different manufacturing scenarios, and the overall benefits of implementing this technology.
Beyond Degrees - Empowering the Workforce in the Context of Skills-First.pptxEduSkills OECD
Iván Bornacelly, Policy Analyst at the OECD Centre for Skills, OECD, presents at the webinar 'Tackling job market gaps with a skills-first approach' on 12 June 2024
4. Disclaimer
The material in this webinar is for informational purposes only. It should not be considered
legal, financial or other professional advice. You should consult with an attorney or other
appropriate professional to determine what may be best for your individual needs. While
Financial Poise™ takes reasonable steps to ensure that information it publishes is accurate,
Financial Poise™ makes no guaranty in this regard.
4
5. Meet the Faculty
MODERATOR:
Mark Melickian - Sugar Felsenthal Grais & Helsinger LLP
PANELISTS:
Matthew Christensen - Angstman Johnson
Benjamin M. Rhode - Ropes & Gray LLP
Robert E. Richards- Denton’s
5
6. About This Webinar – Negotiating and Drafting
Cash Collateral/DIP Financing Orders
Every company needs access to cash to fund its operations. Companies in bankruptcy are no
different. But how should a company planning to enter bankruptcy approach this issue if all of its
cash is tied up by a secured lender? What will a bankruptcy judge say when the company asks
her permission to use cash on terms presented by its lender? How should lenders, debtors, and
creditors approach negotiations over the terms of a cash collateral order or debtor-in-possession
(DIP) financing agreement? For 2021, professionals must also understand the impact that the
economic programs enacted under the CARES Act may have on the use of cash by a
commercial debtor during its case. This webinar focuses on answering these questions for
advanced business reorganization practitioners and advisors from the perspective of all parties
to a negotiation, as well as addressing best practices in drafting, negotiating, and presenting
cash collateral and DIP financing orders in complex reorganization proceedings.
6
7. About This Series – Bankruptcy Transactions:
Advice for the Advanced Practitioner
Corporate transactions are fraught with complicated legal, business, and financial issues. And
transactions in the context of a bankruptcy proceeding often adds a further layer of
complexity. Whether representing an asset purchaser seeking to acquire assets “free and
clear” of liens and encumbrances; trading claims against a bankrupt company; or negotiating
and drafting orders governing the use of a bankruptcy company’s cash, businesses and their
advisors must have a robust understanding of the issues they face. This series provides tools
for business owners and their advisors to navigate through the landscape of bankruptcy
transactions, demystify esoteric concepts, and discuss best practices for advanced
professionals working on these matters.
Each Financial Poise Webinar is delivered in Plain English, understandable to investors, business owners, and
executives without much background in these areas, yet is of primary value to attorneys, accountants, and other
seasoned professionals. Each episode brings you into engaging, sometimes humorous, conversations designed to
entertain as it teaches. Each episode in the series is designed to be viewed independently of the other episodes so that
participants will enhance their knowledge of this area whether they attend one, some, or all episodes.
7
8. Episodes in this Series
#1: Representing Asset Purchasers in Bankruptcy
Premiere date: 2/8/22
#2: Bankruptcy Claims Trading
Premiere date: 3/8/22
#3: Negotiating and Drafting Cash Collateral/DIP Financing Orders
Premiere date: 4/5/22
8
10. Fundamentals: Debtor in Possession
• Debtor in possession = debtor remaining in control of entity while serving the role of
trustee
• Debtor in possession responsibilities:
✓ § 1107(a) – debtor in possession shall have all the rights, powers, and shall
perform all the functions and duties of a trustee serving in a case.
✓ § 363(c) – The trustee may not use, sell or lease cash collateral unless
o (c)(1) Each entity that has an interest in such cash collateral consents; or
o (c)(2) The court, after notice and a hearing, authorizes such use, sale, or
lease
o Note: A consent agreement that the court has not approved and was not
given the opportunity to approve may be unenforceable. See In re
J.L.Graphics, Inc., 62 B.R. 750 (Bankr. D. N.H. 1986)
10
11. Fundamentals: § 363(a) - Cash Collateral
• 11 U.S.C.A. § 363(a) defines cash collateral as:
✓ “Cash, negotiable instruments, documents of title, securities, deposit accounts,
or other cash equivalents whenever acquired in which the estate AND an
entity other than the estate have an interest and includes the proceeds,
products, offspring, rents, or profits of property and the fees, charges, accounts
or other payments for the use or occupancy of rooms and other public facilities
in hotels, motels, or other lodging properties subject to a security interest as
provided in section 552(b) of this title, whether existing BEFORE OR AFTER
the commencement of a case under this title.”
11
12. Fundamentals: § 363(a) - Cash Collateral
• Examples of typical forms of cash collateral
✓ Rents and profits of income producing property
✓ Proceeds of prepetition contracts
✓ Proceeds of accounts receivable
✓ Proceeds from the disposition of inventory
✓ Etc.
12
13. Fundamentals: Cash Collateral Categories
• Soft Collateral
✓ Collateral consumed in the operation of the debtor’s business
• Hard Collateral
✓ Not used up, but may depreciate such as buildings, machinery, etc.
13
14. Fundamentals: § 363(e) - Adequate Protection
• Upon appropriate request, A secured creditor has the right to “adequate
protection” of its collateral
✓ Secured Creditor is entitled to have the value of its collateral maintained at all
times, and it can obtain relief from the automatic stay and take back its
collateral at any time if that interest is not adequately protected
14
15. Fundamentals: § 363(e) - Adequate Protection
• § 361 Examples of Adequate Protection Options
✓ Periodic cash payments equivalent to decrease in value of collateral
✓ Replacement lien
✓ Other relief that provides “indubitable equivalent”
✓ Equity Cushion
o Equity cushion is not explicitly listed in § 361 but can come into play for
hard collateral such as when the value of real estate is greater than the
debt owed
15
16. Fundamentals: § 364 - Obtaining Credit - Hierarchy
of Options
• 364(a) Debtor is allowed to incur unsecured debt in the ordinary course of business
• 364(b) Debtor may seek court approval for an unsecured loan other than in the
ordinary course of the debtor’s business
• 364(c)(1) with priority over any or all administrative expenses of the kind specified in
section 503(b) or 507(b) of this title
• 364(c) Debtor may obtain a post-petition secured loan through liens on
unencumbered property or junior liens on encumbered property
• 364(d) If credit cannot be obtained on the above terms, debtor may seek
approval with liens that prime pre-existing liens
✓ CRITICAL POINT: Priming liens are a last option, and it is debtor’s burden to
prove that primed lenders are adequately protected
16
17. Summary So Far
• Debtor in possession is generally authorized to operate business (§ 1108), however,
obtaining the funds necessary to continue operations is often challenging given the
debtors strained financial relationships
• Practicality
✓ Obtaining nonconsensual use of cash collateral approval will likely involve
considerable time and money the debtors does not have
✓ Debtor is unlikely to find:
o a lender willing to risk extending an unsecured loan under 364(a) or (b),
o a lender willing to accept junior liens under 364(c)(3)
✓ Additionally, the debtor likely does not have unencumbered property available
for secured loan under 364(c)(2)
17
18. Summary So Far
• More realistic options for obtaining operational funds
✓ Use of cash collateral agreement under § 363(c)
✓ Debtor in possession (DIP) financing under
o § 364(c)(1) – Super-super priority
o § 364(d) – Priming lien
18
19. Perspectives and Leverage
• Debtor has minimal leverage as prolonged delay or failure to procure operational
funds will likely extinguish the opportunity for a successful reorganization
• Secured creditors have high leverage because their cooperation is paramount to the
debtor’s successful reorganization
• BIG PICTURE: Creditors generally benefit more from a quick and successful
reorganization than a contentious attempted reorganization that ends in liquidation
✓ This incentivizes existing creditors to facilitate the debtor’s continuing
operation, particularly if they can offset some existing risk by improving the
priority of their prepetition claims*
19
20. Term Restrictions
• Given the leverage disparity between the debtor and creditors, Amended
Bankruptcy Rule 4001 provides procedural mechanisms to protect debtors (notice
and hearing requirements), additionally many courts have adopted local rules to
supplement these protections and prevent the use of “extraordinary provisions”
• The following slides will discuss some common terms that appear on cash collateral
agreements and DIP financing agreements
20
21. Term 1: Sufficient Adequate Protection
• In any Cash Collateral Agreement, a secured creditor’s primary objective is to
ensure they will receive sufficient adequate protection
• Sufficiency is determined by the valuation of collateral
• Again, AP can be achieved through additional liens on collateral, periodic cash
payments, or other methods
21
22. Valuation Theory
• 11 U.S.C.A. § 506(a) – Valuation of collateral is to be conducted in light of the
purpose of the valuation and the proposed disposition or use of the collateral
• Valuation factors (In re Martin (8th Circuit))
✓ Extent of secured creditor’s interest in cash collateral
✓ Extent that secured creditor’s interest will be adversely affected by debtor’s use
of Cash Collateral
✓ Methods available for secured creditor’s interest to be adequately protected
22
23. Proof of Interest
• Creditors have the burden of proving validity, priority, and extent of their interest in
property
• Undervaluation of interest is a substantial concern for secured creditors
✓ To supply a basis for interest secured creditors will offer into evidence:
o security agreements
o financing statements
o mortgages
o any other documents relevant to interests
23
24. Term 2: Budget and Access
• A provision requiring the debtor to provide certain reporting to the lender and further
allowing the lender to have access to the books, records and premises of the debtor
for the purpose of monitoring its collateral
• CREDITOR PERSPECTIVE: Wants transparency to ensure proper management
• DEBTOR PERSPECTIVE: Wants to maintain autonomy and not have decisions
second guessed
24
25. Term 3: “Dive” Provision
• This type of provision will be sought by the lender to:
✓ Validate and ensure the enforceability of the lender’s prepetition liens
✓ Waive any potential future claims against the lender such as 506(c) surcharge
claims
• CREDITOR PERSPECTIVE: The lender wants to have certainty where it stands
and avoid future liability
25
26. Term 3: “Dive” Provision
• OTHER PERSPECTIVES: Blanket waivers or releases of claims and defenses may
have unforeseen consequences that affect other creditors down the road potentially
violating the DIP’s fiduciaries duties
• Some courts have also taken issue with lien validity concessions
✓ “To adjudicate the validity, priority, or extent of a lien requires the
commencement of an adversary proceeding.” In re Roblin Indus., Inc., 52 B.R.
241, 244 (Bankr. W.D.N.Y. 1985)
26
27. Term 4: Default and Acceleration
• Withdrawal of consent to use cash collateral or termination of further financing, upon
occurrence of a default, dismissal, or conversion to chapter 7
✓ Some precedence exists allowing a default to initiate the lifting of the automatic
stay if appropriate notice was given, but such extraordinary terms are unlikely
to hold up today. See In re FCX, Inc., 54 B.R. 833, 843 (Bankr. E.D.N.C. 1985)
• CREDITOR PERSPECTIVE: We don’t get fooled again!
✓ Meet the new boss, same as the old boss – The Who
27
28. Term 5: Survivability
• The financing agreement and order shall continue to be binding and survive such events
as the confirmation of a plan or reorganization, the dismissal of a case, the conversion of
the case, or the filing of any subsequent case under the Bankruptcy Code.
28
29. Term 6: Cross-Collateralization
• prepetition debt collateralized by postpetition collateral (roll up) as part of the price
for making postpetition loans to the debtor-in-possession
• CREDITOR PERSPECTIVE: Improving positioning in the priority scheme can be a
huge difference in total recovery
✓ Argument: The Bankruptcy Court is empowered under 11 U.S.C.A. § 105(a) to
issue orders that are necessary to accomplish the ultimate goal of the debtor's
reorganization.
29
30. Term 6: Cross-Collateralization
• OTHER PERSPECTIVES: Other creditors do not want to be jumped in priority
position
✓ Argument: The Bankruptcy Code does not authorize cross-collateralization in
the situation where the existing lender may be undersecured and therefore
cross-collateralization violates the scheme of distribution by allowing a creditor
to improve its position
30
31. Term 7: Prohibit Third Party Financing
• Lender's lien shall not be subordinated, altered or affected by any subsequent financing
31
32. Term 8: Payment of Professionals
• Address the treatment of professional fees and expenses of the debtor-in-possession
and the official unsecured creditors' committee
32
33. Term 9: Insurance
• Covenants from the debtor with regard to maintenance of insurance, the payment of
taxes, the terms upon which collateral may be sold, and the collection of accounts
receivable
33
34. Term 10: Exclusive Jurisdiction
• Exclusive jurisdiction of the Bankruptcy Court over the parties and subject matter of their
agreement
34
36. About the Faculty
Mark Melickian - mmelickian@sfgh.com
Mark Melickian leads Sugar Felsenthal Grais & Helsinger LLP’s restructuring practice. Over the past 20 plus years,
he has worked primarily on business transactional and litigation matters with a focus on chapter 11 commercial
bankruptcy cases and non-bankruptcy distressed situations. His practice includes both debtor- and creditor-side
representations and include financial institutions, indenture trustees, trade creditors, asset purchasers, investors,
commercial real estate interests, corporate officers, and other parties in interest in chapter 11 cases throughout the
country. In addition, a significant focus of his practice is the representation of committees and other estate
fiduciaries in bankruptcy cases – over the past two decades, he has counseled dozens of official and unofficial
bankruptcy committees, liquidating trustees, litigation trustees, and plan administrators charged with pursuing and
liquidating assets for the benefit of estate creditors. Mark has written extensively on bankruptcy and insolvency law
and other topics, having contributed materials on these subjects to American Bankruptcy Institute Journal,
Bankruptcy Strategist, Wiley Bankruptcy Law Update, Ginsberg & Martin on Bankruptcy, Norton Bankruptcy Law
Adviser, the Cornell University Legal Ethics Library, and dozens of professional conferences and seminars. For
several years, he wrote a monthly legal affairs column for Student Lawyer, an America Bar Association publication,
for which he received the Peter Lisagor Award for Exemplary Journalism from the Chicago chapter of the Society of
Professional Journalists. He is a graduate of Colorado State University and Northwestern University School of Law.
36
37. About the Faculty
Matthew Christensen - mtc@angstman.com
Matt Christensen joined Angstman Johnson in 2008 as an associate attorney. Now a member of the
firm, Matt has a civil litigation practice involving commercial law (finance and secured transactions),
bankruptcy, real property, and business matters. He also has a transactional practice involving real
estate, finance and business matters, including franchising. Matt frequently represents bankruptcy
trustees and other fiduciaries in recovering assets and administering estates. Prior to joining the
firm, Matt was a Junior Partner at a Meridian, Idaho, law firm and also established a solo practice.
In addition to practicing law, Matt is an adjunct professor at the University of Idaho College of Law
where he teaches international trade/business, real estate transactions and law practice
management courses. Matt obtained his Bachelor of Arts in International Studies from Brigham
Young University in 2002. He earned his J.D. and LL.M in International and Comparative Law
degrees from Duke University School of Law in 2005. While at Duke, he was an Articles Editor for
the Duke Journal of Gender Law & Policy.
37
38. About The Faculty
Benjamin M. Rhode- Benjamin.Rhode@ropesgray.com
Benjamin Rhode is a counsel in Ropes & Gray’s business restructuring group.
Benjamin’s practice focuses on all aspects of corporate restructuring, bankruptcy and
insolvency proceedings. Benjamin advises public and private companies, boards,
financial sponsors and distressed investors in complex domestic and international
distressed situations, including out-of-court liability management transactions, in-court
chapter 11 proceedings and distressed acquisitions. Benjamin’s experience spans a
broad range of industries, including automotive, retail, oil & gas, health care,
communications, gaming and media & entertainment.
38
39. About The Faculty
Robert Richards – robert.richards@dentons.com
Bob Richards is chair of Dentons' Global and US Restructuring, Insolvency and Bankruptcy
practice groups and practices in the areas of bankruptcy and insolvency-related transactions
and litigation. His practice includes Chapter 11 representations, distressed asset acquisitions,
distressed loan purchases and foreclosure sales, and out of court transactions and transaction
structuring.
39
40. Questions or Comments?
If you have any questions about this webinar that you did not get to ask during the live
premiere, or if you are watching this webinar On Demand, please do not hesitate to email us
at info@financialpoise.com with any questions or comments you may have. Please include
the name of the webinar in your email and we will do our best to provide a timely response.
IMPORTANT NOTE: The material in this presentation is for general educational purposes
only. It has been prepared primarily for attorneys and accountants for use in the pursuit of
their continuing legal education and continuing professional education.
40
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43.
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45. About Financial Poise
45
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