Corporate Bankruptcy (LAW-625-001)
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Corporate Bankruptcy- Professor Effross (Spring 2021) (Course 625-001)
Tuesdays, 9:30 – 11:20 a.m.
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 the debtor’s creditors, shareholders, stakeholders, directors, and officers and other employees. Corporate bankruptcies inevitably involve basic but far-reaching issues of trust, fairness, stability, continuity, flexibility, predictability, optimism, realism, shame, and redemption.
Corporate bankruptcy law is one of today’s most in-demand, 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 in itself) and of universality (in its interaction with a wide variety of other areas of law); it offers opportunities to engage not only in transactional work such as drafting and negotiation, but also in litigation; and it enables counsel in any area of practice to help protect a corporate client from its own potential or actual insolvency, as well to as to help all clients cope effectively with the potential or actual insolvencies of their corporate trading partners.
This course examines—with the aid of actual filings in, and reporting and commentary about, current reorganization proceedings—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 reorganization plan and disclosure statement; obtaining plan confirmation; and discharge.
Only one book, a casebook [see below], need be purchased. The Bankruptcy Code and Rules are available online at no charge. Supplemental material, to be posted on the course Web page during the semester, will include caselaw, statutory and regulatory provisions, and items from law reviews, newspapers, magazines, and Web sites.
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 Friday, April 30 (the third day of reading 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 many 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, particularly in a Zoom-distanced/enabled world.
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.
Three copies of the casebook-- Scarberry, Klee, Newton & Nickles, Business Reorganization in Bankruptcy: Cases and Materials (West 4th ed. 2012)-- will be available on reserve in the Pence Law Library. Alternatively, before the semester begins, you might save a substantial amount of money by buying a used copy (through, for example, Amazon.com or Abebooks.com), or renting a copy (through, for example, Amazon). The publisher also offers a 15% discount if you use the code AMERICANULAW when ordering the book through westacademic.com.
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 email@example.com.
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.
First Class Readings
Not available at this time.