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 remedies of creditors, while attempting also to accommodate the interests of creditors, shareholders, stakeholders, and the debtor's directors and officers. It invokes basic but far-reaching issues of trust, fairness, stability, continuity, flexibility, predictability, optimism, realism, and redemption.
Corporate bankruptcy law is one of today's most intellectually exciting and most "portable" (among firms and among states) practice areas. It 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); it offers opportunities to engage not only in transactional work but also in litigation; and it enables counsel in any practice to protect a corporate client from its own potential or actual insolvency, as well to as to help all clients cope effectively with the insolvencies of their corporate trading partners.
This course examines-with the aid of actual filings in, and reporting and commentary about, current reorganization proceedings (such as those of Purdue Pharma, a leading manufacturer of opioids, and of the "fast fashion" retailer Forever 21)-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, scalability, 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;
• bankruptcy-related issues concerning: professional responsibility and legal ethics; mass tort and environmental liability; protection of intellectual property; corporate governance and fiduciary duties; and corporate social responsibility; and
• preparing and filing a reorga nization plan and disclosure statement; obtaining plan confirmation; and discharge.
Readings will include (1) selections from a casebook; (2) portions of a practitioner's manual; (3) elements of a recent American Bankruptcy Institute report proposing revisions to Chapter 11; and (4) supplemental material including caselaw, statutory and regulatory provisions, and items from law reviews, newspapers, magazines, and Web sites. Copies of the casebook and manual will be on reserve in the Pence Law Library so that students will not have to purchase their own.
Instead of an examination, each student will give a presentation to the class on his or her "work-in-progress" version of.-and submit a final version of, by 5:00 p.m. on Wednesday, April 29 (the second day of exam period)-a research paper of at least 7,000 words (excluding footnotes), on a relevant topic of his or her choice (subject to instructor approval; a list of sample topics and resources will be distributed early in the semester), sufficient to satisfy WCL's Upper Level Writing Requirement.
We will also discuss in detail the paper-writing and publication process as a means of professional networking, portfolio-building, and career enhancement.
Students who have otherwise satisfied, or are in the process of otherwise satisfying, the Upper Level Writing Requirement may still take this course.
There is no prerequisite for this course.
Students who have completed Bankruptcy & Creditors' Rights may also enroll in this course.
Learning Goals: To understand goals, processes, dynamics, and relevant provisions of the Bankruptcy Code, as well as related issues of professional ethics and legal and legislative drafting, with regard to corporate bankruptcy.
Learning Outcome: Preparing an independent research paper that identifies, and analyzes critically, a legal issue concerning corporate bankruptcy.
Class audits are charged the same amount of tuition as classes taken for credit.
Auditing students do not receive credit for the course toward graduation requirements, but it will appear on their transcript with a grade of "L" to indicate auditing. To request permission to audit a course, please contact the Office of the Registrar at registrationservices@wcl. american.edu.
Textbooks and Other Materials
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First Class Readings
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