Corporate Bankruptcy (LAW-625-001)
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The bankruptcy reorganization process (Chapter 11) affords business entities (debtors) extraordinary forms of relief from the claims and legal actions of creditors, while attempting also to accommodate the interests of creditors, shareholders, stakeholders and the debtor’s directors and officers. Bankruptcy is one of today’s most intellectually exciting and most “portable” (among firms and states) practice areas; it also has the virtues both of specialization (as a separate and intricate legal field) and universality (in its interaction with a wide variety of other areas of law).
This course examines not only the practical/operational details of representing different parties in the reorganization process but also the ongoing policy battles over Chapter 11’s philosophy, fairness, efficiency, effectiveness, and evolution.
Topics addressed include:alternatives to Chapter 11; pre-bankruptcy corporate planning; pre-bankruptcy strategies for creditors; eligibility for and entrance into Chapter 11 (versus Chapter 7 liquidation); bankruptcy jurisdiction, venue, and forum-shopping; types of creditors; avoidance powers; the automatic stay; obtaining and retaining property while reorganizing; treatment of claims and executory contracts in bankruptcy; special bankruptcy-related issues concerning: professional responsibility and legal ethics; tort liability; intellectual property; environmental law; corporate governance and fiduciary duties; and corporate social responsibility; preparing and filing a reorganization plan and disclosure statement; obtaining confirmation of the reorganization plan; discharge; and involuntary Chapter 11 petitions and other special tactics of creditors.
Readings will include (1) selections from a casebook; (2) portions of a practitioner’s manual; and (3) supplemental material including case law, statutory and regulatory provisions, and items from law reviews, newspapers, magazines, and Web sites.
The examination will be an open-book take-home paper of 3,500 to 4,000 words on an assigned topic to be distributed on Tuesday, April 21 (in our final class session) and due by 5:00 p.m. on Tuesday, May 5 (a week from the beginning of exam period).
Business Associations is the only prerequisite for this course.
Textbooks and Other Materials
The textbook information on this page was provided by the instructor. Students should use this information when considering purchases from the AU Campus Store or other vendors. Students may check to determine if books are currently available for purchase online.
Scarberry, Klee, Newton & Nickles, Business Reorganization in Bankruptcy: Cases and Materials (4th ed. 2012) (West)Required Harvey J. Williamson, The Attorney's Handbook on Small Business Reorganization Under Chapter 11 (10th ed. 2014) (Argyle Publishing)Required Supplemental material [to be posted on the course's Web page during the semester] American Bankruptcy Institute, Final Report of the Commission to Study the Reform of Chapter 11 (December 2014) (available at commission.abi.org)
Copies of the Williamson and Scarberry books, and several hard copies of each of the supplements, will be on reserve in the Pence Law Library.
First Class Readings
Before our first class (on Tuesday, January 13), please read Supplement 1, which is available on the course Web page, and pages 1-22 in the Scarberry casebook.