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About the Course
Introduction
This CLE course will equip counsel to negotiate and draft restructuring support agreements (RSAs, also known as "lock-up" or "plan support agreements") that will help reduce the cost, length, and adverse effects of a Chapter 11 case. A well-structured RSA can assure all stakeholders that the debtor will emerge from the process with minimal disruption to the business, its creditors, and its employees. The program will discuss how RSAs can help to coordinate a multitude of stakeholders and the pitfalls of attempting to circumvent Bankruptcy Code protections.
Description
Debtors and stakeholders of all levels of sophistication are increasingly relying on RSAs to structure and prenegotiate a term sheet for what will become the Chapter 11 plan. Under an RSA, creditors agree to support a plan that contains the terms and conditions set out in the RSA.
The key to a successful RSA is sufficient support from crucial stakeholders to comply with Chapter 11. Counsel must identify the most likely and most critical conflicts that are likely to arise and resolve those as much as possible. Attempts to avoid or undercut Bankruptcy Code protections will almost certainly reduce the value to creditors and may sabotage reorganization.
Counsel must also be wary of overreaching, such as negotiating with some creditors and presenting it to others as nonnegotiable, withholding critical information from all participants, unfair distributions, and procedural end-runs around Section 1129 of the Bankruptcy Code.
Listen as our authoritative panel of attorneys discusses best practices for crafting effective RSAs that minimize the overall cost and delay in Chapter 11 and maximize distributions to creditors.
Presented By
Mr. Brownstein provides turnaround management and advisory services to companies and their stakeholders, as well as investment banking services, fiduciary services, and litigation consulting, investigations and valuation services. He also serves as an independent corporate board member for publicly-owned and privately-held companies, as well as large nonprofits.
Ms. Caplow focuses her practice on restructuring, creditor’s rights, and commercial litigation. She has represented debtors, secured creditors, and unsecured creditors in bankruptcy court proceedings, adversary proceedings and out-of-court restructurings, and has represented both public and private sector clients in federal and state court, and in arbitration.
Ms. Warman is a partner in Culhane Meadows PLLC, based in Dallas, TX, and enjoys a national practice representing and advising clients in all types of business issues, ranging from contract negotiations to litigation and insolvency matters. In the insolvency world, she regularly represents creditors, creditors’ committees, debtors, and parties in asset and claims sale transactions. Ms. Warman is also frequently involved in corporate reorganizations, out of court work-outs, assignments for benefit of creditors, related litigation, mediations and appeals.
Ms. Warman is a fellow in the American College of Bankruptcy and serves as a co-editor of its College Columns Committee. She is a frequent speaker at national and regional events for NACM National, its affiliates and various other professional organizations. Ms. Warman is a long time member and supporter of NACM, and serves as the Senior Vice President of the Board of Directors of her local affiliate, NACM Southwest.
Mr. Zahralddin is the Managing Partner of the Wilmington, Delaware office of QPWB and National Practice Group Leader of the Business Law and Commercial Litigation Practice Group. A highly distinguished business attorney and litigator with over 30 years of experience, Mr. Zahralddin advises a global clientele on complex matters involving corporate and commercial litigation, bankruptcy, creditors' rights and workouts, and mergers & acquisitions. He focuses his practice on international law and trade, privacy, data protection and cybersecurity, and regulatory and compliance services, including the Foreign Corrupt Practices Act (FCPA) and cannabis law, utilizing a sophisticated approach to navigate complex international and domestic landscapes. Mr. Zahralddin also provides strategic counsel on intellectual property and internet law, as well as corporate governance matters.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Live Online
On Demand
Date + Time
- event
Wednesday, November 30, 2022
- schedule
1:00 p.m. ET./10:00 a.m. PT
- Overview of RSAs
- Identifying the proper parties
- Provisions for debtors
- Provisions for creditors
- Terms that invite objection
- Solicitation vs. negotiation
- Giving plan supporters better treatment
- Milestones
- Fiduciary terms
- Third-party releases
- Drafting best practices
The panel will review these and other key issues:
- What is a plan support agreement?
- Can RSAs alter Bankruptcy Code priorities?
- What are essential terms in an RSA for the various parties and stakeholders?
- How does a court review an RSA?
- How can the parties prevent overreaching by certain constituencies?
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