Bankruptcy Mergers & Acquisitions

Synopsis

The presenters of this course take a look into the world of bankruptcy as it applies to mergers and acquisitions.  They provide the viewer with a view of the current economic environment and the risks that are prevalent in merger and acquisition deals, especially when dealing with a company this is or is about to become bankrupt.  A discussion of the benefits and risks of a section 363 sale versus a plan of reorganization is given much attention, with the presenters providing insightful tips to make the best choice.  They wrap up the discussion by addressing contingent claims, the importance of due diligence, and executory contracts.


Outline

I. A Look into the Bankruptcy M&A World 
    A. What is the Situation?
    B. Risks in the Current Economic Environment 
    C. Fraudulent Transfer Risk 
    D. 363 Sale vs. Plan of Reorganization    
        1. The Power of Bankruptcy 
        2. Further Attraction of  363 Sale 
        3. Relevance in the Real World 
    E. The Over Bidder
    F. The Risks of Doing a 363 Sale
    G. Contingent Claims, Diligence, and More



Content Provided
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The Penn State Dickinson School of Law

Founded in 1834 by Judge John Reed, The Dickinson School of Law is the oldest law school in Pennsylvania and the fifth oldest in the nation. Throughout its history, the law school has trained distinguished graduates who have gone on to become leaders of the bar, of the judiciary, of government, and of business. These alumni include the first secretary of the U.S. Department of Homeland Security, five governors, three U.S. senators, and more than 100 federal, state and county judges and countless prominent lawyers and civic leaders. In 2000, the law school merged with Penn State, one of the country’s premier research universities, and stepped into a new era of legal excellence.

Penn State Dickinson School of Law Center for the Study of Mergers and Acquisitions

The center, headed by Samuel C. Thompson Jr., former director of the UCLA Center for the Study of Mergers and Acquisitions, examines corporate, securities, tax, antitrust, and other legal and economic issues that arise in mergers and acquisitions. An important part of the center’s mission is to sponsor continuing legal education programs addressing these issues.

The Association of the Bar of the City of New York

The years following the Civil War were tumultuous ones for New York City, offering many opportunities to the dishonest. Unsavory politicians and errant members of the bench and bar were among those who took advantage of those troubled times. In December 1869, a letter was circulated among some of the city’s lawyers addressing those improprieties. It called for the creation of a new bar association to “sustain the profession in its proper position in the community, and thereby enable it ... to promote the interests of the public ....” More than 200 lawyers responded by signing a declaration of organization and in 1870 The Association of the Bar of the City of New York was born. The young organization quickly made its presence felt. Among its first activities was a campaign to defeat corrupt politicians and judges at the polls and to establish standards of conduct for those in the legal profession.

The association continues to work at political, legal and social reform, and maintaining high ethical standards for the legal profession. The association also continues to implement innovative means by which the disadvantaged may be helped. Much of this work is accomplished through the Association's more than 160 committees, each charged to consider a specific area of law or the profession.

The association has grown to more than 23,000 members. To serve them, the association strives to move ahead in many areas. The library is the largest member-funded law library in the country, and provides members with a “gateway” to online services, including free use of LexisNexis and WestLaw, while continuing to provide more traditional library services. The Small Law Firm Center, Career Management Program and other benefits are constantly evolving to serve members’ needs. More than 150 continuing legal education programs are presented annually.

The public good remains one of the association’s highest priorities. The Legal Referral Service, jointly sponsored by the association and the New York County Lawyers’ Association, provides an array of services directly aimed at serving the needs of the public. The City Bar Justice Center identifies the most pressing legal concerns of New York’s neediest and uses novel approaches to address them, often involving community participation.





Speakers / Authors:

Photo of Craig H. Millet

Craig H. Millet
Gibson Dunn LLP

Craig H. Millet, a partner and Co-Chair of the National Business Restructuring and Reorganization Practice Group, is resident in Orange County, California. Mr. Millet joined the firm in 1982 and he has extensive experience in complex bankruptcy and commercial litigation before the Bankruptcy Court, the United States District Court, the Bankruptcy Appellate Panel for the Ninth Circuit and the Ninth Circuit Court of Appeals. He also has extensive experience in Chapter 11 reorganization from both the debtor and creditor perspective, in asset acquisition through bankruptcy, international and cross-border bankruptcy, and in out-of-court workouts and restructuring. 

In 2005, 2006, 2007 2008, 2009 and 2010, Mr. Millet was named as one of America’s leading business and restructuring lawyers by Chambers USA – America's Leading Business Lawyers. He was also named to The Best Lawyers in America® in 2010 and 2011.

Mr. Millet received his J.D., summa cum laude, from Pepperdine University in 1982 where he was Editor-in-chief of the Pepperdine Law Review, and recipient of the Best Team and Best Advocate Award in the Vincent S. Dalsimer Moot court competition. Mr. Millet graduated with a B.A. in philosophy in 1978 from the University of Southern California. He is admitted to practice in California.

Photo of Marilyn W. Sonnie

Marilyn W. Sonnie
Jones Day

Marilyn Sonnie is a corporate and transactional lawyer with extensive experience in public company mergers and corporate governance. She also has a strong background in restructuring work and private equity transactions. Ms. Sonnie is actively involved in corporate counseling, including advising companies and their boards on proxy contests, shareholder activism, unsolicited takeover proposals, takeover preparedness, corporate governance, disclosure, and fiduciary issues.

Recent representative transactions in which she has played a key role include Chrysler's sale out of bankruptcy to a Fiat-sponsored entity, Dana Corporation's bankruptcy exit with a private equity sponsor, Harman International Industries' attempted sale to Kohlberg Kravis Roberts and GS Capital Partners, Sprint and Nextel's merger-of-equals, R.H. Donnelley's merger with Dex Media, International Steel's merger with Mittal Steel, Hewitt Associates' merger with Exult, R.H. Donnelley's acquisition of directories businesses from Sprint and SBC, R.J. Reynolds' business combination with British American Tobacco's U.S. business and its acquisitions of Santa Fe Natural Tobacco and the Nabisco Group holding company, Williams Communications' chapter 11 case and sale of equity to Leucadia National, and TotalFina's acquisition of Elf Aquitaine.

Ms. Sonnie received her J.D., summa cum laude, Order of the Coif, from Case Western Reserve University in 1993, where she was Articles Editor of the Law Review. She received her B.S. from Johns Hopkins University in 1981. She is admitted to the Ohio and New York State Bars.

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Details

Course Code : 776408

Release Date: 5/22/2012 12:00:00 AM
Recorded Date: 10/13/2011
Length: 33min
Format Type: Video

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