HomeWebcastNavigating the Bankruptcy Process for Limited Liability Companies (LLCs): Significant Considerations in 2019
Online CLE Bankruptcy Process CLE

Navigating the Bankruptcy Process for Limited Liability Companies (LLCs): Significant Considerations in 2019

Live Webcast Date: Thursday, June 13, 2019 from 12:00 pm to 1:30 pm (ET)
CLE Bankruptcy LawRecording

Online CLE Bankruptcy Process

Join us for this Knowledge Group Online CLE Bankruptcy Process Webinar. When a Limited Liability Company (LLC) flunks due to unprofitability, filing a voluntary business bankruptcy petition in the United States Bankruptcy Court is essential. However, the bankruptcy proceeding is oftentimes extensive and complicated. It is, therefore, imperative for LLCs to deeply understand the bankruptcy rules and procedures. Moreover, a well-versed bankruptcy attorney is recommended to aid in the whole process to efficiently dissolve an LLC and avoid the potential for adverse consequences.

Join a seasoned panel of thought leaders and professionals brought together by The Knowledge Group as they navigate through the bankruptcy process for LLCs. Speakers will discuss significant issues and present practical tips and strategies to help practitioners in this complex legal process. 

Key issues that will be covered in this course are:

  • The U.S. Bankruptcy Law: A Legal Primer
  • The Bankruptcy Process
  • Trends and Updates
  • Risks and Pitfalls
  • Practical Tips and Strategies

Agenda

SEGMENT 1:
Richard H. GolubowFounder and Managing Partner
Winthrop Couchot Golubow Hollander, LLP


SEGMENT 2:
Michael P. MaxwellPartner
Potter Anderson & Corroon LLP

SEGMENT 3:
R. Stephen McNeillCounsel
Potter Anderson & Corroon LLP 

  • LLC Agreements – Property or an Executory Contract
    • Countryman test 
      • LLC Agreements Executory
      • LLC Agreements Not Executory
    • Assignment of Executory Contract (11 U.S.C. § 365)
      • Personal Services Contracts 11 U.S.C. § 365(c) & (f)
    • Rejection to avoid noncompete or other terms
    • Consequences of Rejection
      • Vested Property Rights and Claims/Enforceable Continuation Provisions
      • Duties going forward terminated/Unenforceable Continuation Provisions
    • Sale of LLC Interest/Estate Property
  • Authority to File Issues
    • Generally
      • Authority to File Opinions
      • Bankruptcy Remote Special Purpose Entities
      • Federal Policy Against Preventing Bankruptcy
    • GGP Issues
      • The General Growth Opinion
      • Changes in Practice After
    • Golden Share Cases
      • Lake Michigan Beach/Intervention Energy/Lexington Hospitality Group
      • DB Capital/Global Ship/Squire Court Partners/Franchise Services
    • Future of Creditor vs Equity Blocking Provisions
  • Fiduciary Duty Issues
    • Statutory Provisions
      • 18-1101(e) of the DE LLC Act
      • 18-1002 of the DE LLC Act
    • The “Zone of Insolvency”
      • Gheewalla for Corporations
      • Bax for LLCs
    • Standing for Creditors to Pursue Fiduciary Duty Claims
      • No for Individuals (Pennysaver)
      • No for Committees (HH Liquidation)
      • Yes for Trustee in Golden Guernsey
    • Effect of Fiduciary Waiver
      • No derivative standing for creditors (Optim)
      • Waiver Binding on Trustee’s Derivative Claims as well
        • Similar to Demand Requirement, BJR, and Exculpatory Clauses, all of which apply in corporate bankruptcies to limit claims
        • Arbitration clauses have also been found to be binding on derivative claims
      • Trustee does not have standing to bring direct claims (Caplin)
        • Even Gheewalla would prevent creditors from pursuing direct claims
        • Fiduciary waivers typically waive claims against members themselves
    • Chapter 11 Considerations
      • Section 1123(a)(5)
        • permits a bankruptcy plan to preempt otherwise applicable state law
        • Preemption not unlimited
        • Federal Mogul limitations
      • Practical Limitations
        • No incentive from management to sue themselves
        • Is the preemption necessary to implementation of a liquidation plan?
        • Inconsistent application of bankruptcy law to allow this result in chapter 11 but not chapter7?
        • Why not use the same approach to avoid the direct claim limits in Gheewalla?

Who Should Attend

  • Bankruptcy Lawyers and Attorneys
  • Bankruptcy Professionals
  • Business Managers
  • Financial Executives
  • Business Lawyers
  • Compliance Officers
  • In-house Counsel
  • Top Level Management
  • Public and Private Companies
  • Other Related/Interested Professionals

Preview Podcast

Please click the podcast below to hear the speakers discuss the key topics for this webcast.

Online CLE Bankruptcy Process

SEGMENT 1:
Richard H. GolubowFounder and Managing Partner
Winthrop Couchot Golubow Hollander, LLP


SEGMENT 2:
Michael P. MaxwellPartner
Potter Anderson & Corroon LLP

SEGMENT 3:
R. Stephen McNeillCounsel
Potter Anderson & Corroon LLP 

  • LLC Agreements – Property or an Executory Contract
    • Countryman test 
      • LLC Agreements Executory
      • LLC Agreements Not Executory
    • Assignment of Executory Contract (11 U.S.C. § 365)
      • Personal Services Contracts 11 U.S.C. § 365(c) & (f)
    • Rejection to avoid noncompete or other terms
    • Consequences of Rejection
      • Vested Property Rights and Claims/Enforceable Continuation Provisions
      • Duties going forward terminated/Unenforceable Continuation Provisions
    • Sale of LLC Interest/Estate Property
  • Authority to File Issues
    • Generally
      • Authority to File Opinions
      • Bankruptcy Remote Special Purpose Entities
      • Federal Policy Against Preventing Bankruptcy
    • GGP Issues
      • The General Growth Opinion
      • Changes in Practice After
    • Golden Share Cases
      • Lake Michigan Beach/Intervention Energy/Lexington Hospitality Group
      • DB Capital/Global Ship/Squire Court Partners/Franchise Services
    • Future of Creditor vs Equity Blocking Provisions
  • Fiduciary Duty Issues
    • Statutory Provisions
      • 18-1101(e) of the DE LLC Act
      • 18-1002 of the DE LLC Act
    • The “Zone of Insolvency”
      • Gheewalla for Corporations
      • Bax for LLCs
    • Standing for Creditors to Pursue Fiduciary Duty Claims
      • No for Individuals (Pennysaver)
      • No for Committees (HH Liquidation)
      • Yes for Trustee in Golden Guernsey
    • Effect of Fiduciary Waiver
      • No derivative standing for creditors (Optim)
      • Waiver Binding on Trustee’s Derivative Claims as well
        • Similar to Demand Requirement, BJR, and Exculpatory Clauses, all of which apply in corporate bankruptcies to limit claims
        • Arbitration clauses have also been found to be binding on derivative claims
      • Trustee does not have standing to bring direct claims (Caplin)
        • Even Gheewalla would prevent creditors from pursuing direct claims
        • Fiduciary waivers typically waive claims against members themselves
    • Chapter 11 Considerations
      • Section 1123(a)(5)
        • permits a bankruptcy plan to preempt otherwise applicable state law
        • Preemption not unlimited
        • Federal Mogul limitations
      • Practical Limitations
        • No incentive from management to sue themselves
        • Is the preemption necessary to implementation of a liquidation plan?
        • Inconsistent application of bankruptcy law to allow this result in chapter 11 but not chapter7?
        • Why not use the same approach to avoid the direct claim limits in Gheewalla?

Online CLE Bankruptcy Process

Online CLE Bankruptcy Process

Michael P. MaxwellPartnerPotter Anderson & Corroon LLP

Michael P. Maxwell is a partner in the firm's Business Group. He advises clients on matters of Delaware corporate and business law in transactions involving Delaware alternative entities and corporations, including investment and private equity fund transactions, fund formations, joint ventures, cross border transactions, mergers, acquisitions, asset sales and purchases, dissolutions and restructurings. He also represents both lenders and borrowers in a variety of commercial financing transactions, including asset-based financing, real estate mortgage financings and other credit related transactions. Mike also advises management, boards and special committees of Delaware entities on matters of operation and governance, including with respect to fiduciary duty and contractual interpretation issues and he provides legal opinions on issues of Delaware law in connection with the foregoing.

Mike earned his J.D. from Tulane Law School and his B.A., cum laude, from the University of Louisville.

Online CLE Bankruptcy Process

Course Level:
   Intermediate

Advance Preparation:
   Print and review course materials

Method Of Presentation:
   On-demand Webcast

Prerequisite:
   General knowledge of bankruptcy law

Course Code:
   147872

NY Category of CLE Credit:
   Areas of Professional Practice

Total Credits:
    1.5 CLE

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About the Knowledge Group

The Knowledge Group

The Knowledge Group has been a leading global provider of Continuing Education (CLE, CPE) for over 13 Years. We produce over 450 LIVE webcasts annually and have a catalog of over 4,000 on-demand courses.

About the Knowledge Group

The Knowledge Group

The Knowledge Group has been a leading global provider of Continuing Education (CLE, CPE) for over 13 Years. We produce over 450 LIVE webcasts annually and have a catalog of over 4,000 on-demand courses.

Potter Anderson & Corroon LLP — potteranderson.com — is one of the largest and most highly regarded Delaware law firms, providing specialized legal services to regional, national and international clients. With nearly 100 attorneys, the firm’s practice is centered on corporate law, corporate litigation, intellectual property, commercial litigation, restructuring/bankruptcy, healthcare, and labor and employment.

Website: http://www.potteranderson.com/

Michael P. Maxwell is a partner in the firm's Business Group. He advises clients on matters of Delaware corporate and business law in transactions involving Delaware alternative entities and corporations, including investment and private equity fund transactions, fund formations, joint ventures, cross border transactions, mergers, acquisitions, asset sales and purchases, dissolutions and restructurings. He also represents both lenders and borrowers in a variety of commercial financing transactions, including asset-based financing, real estate mortgage financings and other credit related transactions. Mike also advises management, boards and special committees of Delaware entities on matters of operation and governance, including with respect to fiduciary duty and contractual interpretation issues and he provides legal opinions on issues of Delaware law in connection with the foregoing.

Mike earned his J.D. from Tulane Law School and his B.A., cum laude, from the University of Louisville.

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