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  • videocam On-Demand
  • card_travel Bankruptcy
  • schedule 90 minutes

Bankruptcy Going-Out-of-Business Sales: Liquidation Agreements, Creditor Protections, Avoiding Pitfalls

$297.00

This course is $0 with these passes:

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Description

The 2020 COVID-19 pandemic made for one of the busiest years for bankruptcy professionals on record. Many of the chapter 11 debtors that filed during this wave pursued full scale liquidations and, as a result, piecemeal sales of their assets through going-out-of-business (GOB) sales, sales of intellectual property and sales of other assets. Bankruptcy lawyers and restructuring professionals must be prepared for the next wave of cases, which will undoubtedly include a number of fast-tracked GOB sales and other asset sales and a myriad of related issues.

GOB sales in bankruptcy have become such a common occurrence that bankruptcy lawyers and restructuring professionals must understand how these sales work in order to protect their clients. The competing interests of many different stakeholders must be balanced in a very compressed timeframe. The debtor's fiduciary obligations require it to maximize estate assets for the benefit of creditors. At the same time, landlords are entitled to have their leases performed as written, the public has a right to be protected from deceptive trade practices, and other co-tenants and competitors must be protected against unfair business practices. In the case of sales of intellectual property assets, customers who have historically interacted with a brand expect that a buyer of the intellectual property assets, which often include customer data, will continue to provide the customer with similar offerings.

GOB sales tend to happen quickly because of Bankruptcy Code time limits and limits in pre- and post-petition loan documents. Stakeholders unaware of these limits may sit on their rights unintentionally.

Listen as this experienced panel guides bankruptcy counsel and restructuring professionals in understanding GOB sales and sales of additional assets often sold in liquidations, including intellectual property.

Presented By

Sarah Baker
Deputy General Counsel
Hilco Global

Ms. Baker is the Deputy General Counsel for Hilco Global. She provides companywide legal support for various Hilco Global operating companies, such as Hilco Merchant Resources, Hilco Real Estate, Hilco Valuation Services, and Hilco Commercial Industrial. Ms. Baker is a highly accomplished lawyer with over 15 years of experience. She earned her B.A. from the University of Illinois – Chicago and her Juris Doctorate from the College of William & Mary. Additionally, Ms. Baker completed a two-year federal court clerkship for the Honorable Bruce I. Fox of the United States Bankruptcy Court for the Eastern District of Pennsylvania. Prior to joining Hilco Global, she was corporate restructuring attorney in the Chicago offices of Skadden, Arps, Slate, Meagher & Flom LLP and Quarles & Brady LLP.

Gianfranco Finizio
Partner
Lowenstein Sandler LLP

Mr. Finizio focuses his practice on bankruptcy and insolvency matters. He represents a diverse range of clients including official committees of unsecured creditors, indenture trustees, debtors, bank agents, and other major secured and unsecured creditors in complex Chapter 11 bankruptcy cases, out-of-court restructurings, and other distressed situations. Mr. Finizio has extensive experience with representing parties in Chapter 11 cases in the pharmaceutical, healthcare, and retail industries, to name a few. He frequently publishes articles on insolvency issues and presents at industry conferences, discussing emerging issues on bankruptcy-specific topics. Mr. Finizio was listed in the 2021, 2022 and 2023 editions of Chambers USA: America’s Leading Lawyers for Business in the area of Bankruptcy/Restructuring. He was recognized in 2023 as a “Rising Star” by American Lawyer’s New York Law Journal. Mr. Finizio was also honored by the American Bankruptcy Institute (ABI) in 2022 as one of its "40 Under 40" Emerging Leaders for his Insolvency Practice.

Richelle Kalnit
Senior Vice President
Hilco Streambank

Ms. Kalnit assists clients in developing a marketing plan for their brand and other IP assets and implementing that plan by thoroughly canvassing the marketplace to maximize the value of those assets. She has experience in the sale of IP assets in bankruptcy, out-of-court sale processes, assignments for the benefit of creditors and Article 9 foreclosure sales. Ms. Kalnit also works closely with consumer privacy ombudsmen when they are appointed in connection with the sale of personally identifiable information in bankruptcy. She joined Hilco Streambank with more than a decade of legal experience at two of the nation's top law firms. Most recently, Ms. Kalnit was a member of the bankruptcy and restructuring group of Cooley LLP, where she focused on large retail and consumer products transactions. She is a member of the Turnaround Management Association and the International Women’s Insolvency & Restructuring Confederation.

David M. Posner
Partner
Kilpatrick Townsend & Stockton LLP

Mr. Posner focuses his practice on bankruptcy and insolvency matters. He represents companies, creditors’ committees, chapter 11 trustees, acquirers, financial institutions, and other significant parties-in-interest in complex reorganizations and financially distressed situations as well as debtor/creditor rights, and commercial litigation. He also has substantial litigation experience representing both plaintiffs and defendants in complex commercial litigation inside the context of complex reorganization cases, and in state and federal courts across the country. 

Credit Information
  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Wednesday, April 20, 2022

  • schedule

    1:00 p.m. ET./10:00 a.m. PT

  1. The law of GOB sales in a bankruptcy context
  2. Liquidator's agency agreement fee/cost structure
  3. Impact of GOB sales on unsecured creditors (landlords, trade vendors, service providers)
  4. Special issues
    1. Augment
    2. Consigned goods
    3. Sales of intellectual property
  5. Ensuring that a GOB sale occurs in conjunction with a liquidating Chapter 11 plan
    1. Administrative solvency
    2. Liquidating plans generally
  6. Sales of intellectual property
    1. Types of intellectual property sold in conjunction with GOB sales
    2. Value considerations when selling IP in these circumstances
  7. Future trends and miscellaneous issues

The panel will discuss these and other key issues:

  • How can creditors protect their rights when the debtor contemplates a GOB sale?
  • What are the key provisions of the liquidating agreement?
  • Where do the most conflicts arise?
  • What state laws and contractual restrictions apply to GOB sales?
  • Can GOB sales increase the recovery for creditors in a liquidation scenario?
  • What are some of the leverage points that unsecured creditors, including official creditors’ committees, can exert in order to maximize recoveries in an otherwise difficult scenario?
  • What are some best practices for maximizing the value of assets?