Planning and Designing a Distressed Corporate Restructuring (597-1)
Instructors
David R Seligman
312/862-2000
Meeting Info
Levy Mayer 101: Tues 4:10PM - 6:00PM
Overview of class
This course will explore the highly active and sophisticated dealmaking environment of modern chapter 11 corporate restructurings, through the lens of how a distressed corporation, its board, and senior management plan and design the restructuring process. The course will lay the foundation for a robust understanding of corporate restructurings through three primary means: lectures; panel discussions; and a mock board exercise. Lectures will focus on the fundamental rights and obligations of debtors, creditors, and other parties in interest in the various types of major chapter 11 cases, providing critical insight into understanding the motivations, strategies, and available tools for chapter 11 participants. Understanding the perspective and alternatives of chapter 11 participants is critical for a corporation's directors and officers, guided by their restructuring professionals, to plan and design the process and substance of a distressed corporate restructuring, whether inside or outside of court. The course will pay particular attention to the unique fiduciary duties of director and officers during various planning and implementation stages of the restructuring process, and how disputes about those duties play themselves out in contemporary chapter 11 mega-cases. The course also will cover financial valuation methods used by stakeholders in evaluating distressed corporations, and how valuation outcomes impact the restructuring formulation process. Panels will bring together key participants from recent major chapter 11 restructurings to offer their real-world insights and perspectives into some of the most current issues in the field, how the debtor planned and designed the process, and whether the outcomes were as originally drawn up on the chalkboard. A mock board exercise (with outside restructuring professionals and principals serving as mock directors) will enable students to simulate the real-world experience of advising a board of a distressed company in considering its restructuring alternatives and how to design a restructuring process that can be implemented in manner that maximizes value for all stakeholders.
Registration Requirements
A basic bankruptcy course or permission from the professor. A student with no bankruptcy background wishing to take the course is strongly encouraged to ask for permission, particularly (but not exclusively) if the student is an LLM candidate, a JD/MBA candidate, or a 3L who, due to scheduling issues, has been unable to take a prior bankruptcy course.
Learning Objectives
The course will enable students to: (1) be familiar with the legal principles of chapter 11 restructurings, both under the Bankruptcy Code and related laws, given the interdisciplinary nature of distressed restructurings; (2) be familiar with the various stakeholders, and their roles and interests, in a typical restructuring, and have insights into the different legal and negotiating alternatives for resolving differences among those stakeholders to facilitate deals; (3) understand the considerations, strategies, and tactics involved in designing and planning for a chapter 11 corporate restructuring process; (4) understand the fiduciary duties of corporate directors and officers at all stages of the restructuring process, as well as the relevant fiduciary duty disputes currently playing themselves out in boardroom and courtrooms across the country; and (5) develop their legal analytical skills, both in the form of written communications and oral advocacy.
Class Materials (Required)
Reading materials for the course will be a collection of handouts, articles, pleadings, and cases posted to Canvas. Materials will be labeled as required or suggested.
Enrollment Requirements
Enrollment Requirements: MSL Students are not eligible to enroll