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Full-Text Articles in Law

Obduskey V. Mccarthey & Holthus Llp: Declining To Distinguish Between Judicial And Non-Judicial Foreclosure In Furtherance Of The Fdcpa’S Mission, Moshe Y. Gugenheim Jan 2020

Obduskey V. Mccarthey & Holthus Llp: Declining To Distinguish Between Judicial And Non-Judicial Foreclosure In Furtherance Of The Fdcpa’S Mission, Moshe Y. Gugenheim

Proxy

No abstract provided.


Business Law Bulletin, Spring 2019 Apr 2019

Business Law Bulletin, Spring 2019

Business Law Bulletin

No abstract provided.


Husky International Electronics, Inc. V. Ritz: Rethinking Actual Fraud, Badges Of Fraud, And Pleading Standards In Federal Bankruptcy Litigation, Meagan George Jul 2017

Husky International Electronics, Inc. V. Ritz: Rethinking Actual Fraud, Badges Of Fraud, And Pleading Standards In Federal Bankruptcy Litigation, Meagan George

Maryland Law Review

No abstract provided.


Vindicating Bankruptcy Rights, Kara J. Bruce Feb 2016

Vindicating Bankruptcy Rights, Kara J. Bruce

Maryland Law Review

No abstract provided.


Disciplining Corporate Boards And Debtholders Through Targeted Proxy Access, Michelle M. Harner Jan 2016

Disciplining Corporate Boards And Debtholders Through Targeted Proxy Access, Michelle M. Harner

Faculty Scholarship

Corporate directors committed to a failed business strategy or unduly influenced by the company’s debtholders need a dissenting voice—they need shareholder nominees on the board. This article examines the bias, conflicts, and external factors that impact board decisions, particularly when a company faces financial distress. It challenges the conventional wisdom that debt disciplines management, and it suggests that, in certain circumstances, the company would benefit from having the shareholders’ perspective more actively represented on the board. To that end, the article proposes a bylaw that would give shareholders the ability to nominate directors upon the occurrence of predefined events. Such …


Consent, Coercion, And Bankruptcy Administration, S. Todd Brown Jan 2016

Consent, Coercion, And Bankruptcy Administration, S. Todd Brown

Journal of Business & Technology Law

No abstract provided.


The Modernization Of European Insolvency Law: An Ongoing Process, Paolo Manganelli Jan 2016

The Modernization Of European Insolvency Law: An Ongoing Process, Paolo Manganelli

Journal of Business & Technology Law

No abstract provided.


The Value Of Soft Variables In Corporate Reorganizations, Michelle M. Harner Jan 2015

The Value Of Soft Variables In Corporate Reorganizations, Michelle M. Harner

Faculty Scholarship

When a company is worth more as a going concern than on a liquidation basis, what creates that additional value? Is it the people, management decisions, the simple synergies of the operating business, or some combination of these types of soft variables? And perhaps more importantly, who owns or has an interest in these soft variables? This article explores these questions under existing legal doctrine and practice norms. Specifically, it discusses the characterization of soft variables under applicable law and in financing documents, and it surveys related judicial decisions. It also considers the overarching public policy and Constitutional implications of …


Exploring Chapter 11 Reform: Corporate And Financial Institution Insolvencies; Treatment Of Derivatives -, Michelle M. Harner Mar 2014

Exploring Chapter 11 Reform: Corporate And Financial Institution Insolvencies; Treatment Of Derivatives -, Michelle M. Harner

Congressional Testimony

No abstract provided.


Final Report Of The Abi Commission To Study The Reform Of Chapter 11, Michelle M. Harner Jan 2014

Final Report Of The Abi Commission To Study The Reform Of Chapter 11, Michelle M. Harner

Book Gallery

A robust, effective, and efficient bankruptcy system rebuilds companies, preserves jobs, and facilitates economic growth with dynamic financial markets and lower costs of capital. For more than 35 years, the U.S. Bankruptcy Code has served these purposes, and its innovative debtor in possession chapter 11 process, which allows a company to manage and direct its reorganization efforts, is emulated around the globe. As with any law or regulation, however, periodic review of U.S. bankruptcy laws is necessary to ensure their continued efficacy and relevance.

Whether by design or chance, efforts to review and assess U.S. business reorganization laws are undertaken …


Activist Investors, Distressed Companies, And Value Uncertainty, Michelle M. Harner, Jamie Marincic Griffin, Jennifer Ivey-Crickenberger Jan 2014

Activist Investors, Distressed Companies, And Value Uncertainty, Michelle M. Harner, Jamie Marincic Griffin, Jennifer Ivey-Crickenberger

Faculty Scholarship

Hedge funds, private equity firms, and other alternative investment funds are frequently key players in corporate restructurings. Most commentators agree that the presence of a fund can change the dynamics of a chapter 11 case. They cannot agree, however, on the impact of this change—i.e., do funds create or destroy enterprise value? This essay contributes to the dialogue by analyzing data from chapter 11 cases in which funds are in a position to influence the debtor’s exit strategy. The data shed light on what such funds might achieve in chapter 11 cases and the potential implications for debtors and their …


Series Llcs: What Happens When One Series Fails? Key Considerations And Issues, Michelle M. Harner, Jennifer Ivey-Crickenberger, Tae Kim Feb 2013

Series Llcs: What Happens When One Series Fails? Key Considerations And Issues, Michelle M. Harner, Jennifer Ivey-Crickenberger, Tae Kim

Faculty Scholarship

Entity choice law is constantly evolving and innovating. The series LLC form is one such example. Although the form provides governance and operational flexibility and efficiencies, the law governing the form is still developing. As such, uncertainties linger, particularly in the context of a financially distressed or insolvent series. This article explores many of the issues that arise when a master LLC or one of its series experiences financial distress and contemplates a bankruptcy filing. It also identifies strategies for parties to potentially mitigate certain of these issues in the planning stage. The article concludes by suggesting parties using the …


Teaching Business Law Through An Entrepreneurial Lens, Michelle M. Harner Jan 2013

Teaching Business Law Through An Entrepreneurial Lens, Michelle M. Harner

Journal of Business & Technology Law

The legal market has changed. Although change creates uncertainty and fear, it also can create opportunity. This essay explores the opportunity for innovation in the business law curriculum, and the role of simulation to help create more practice-aware new lawyers.


Teaching Amidst Transformation: Integrating Global Perspectives On The Financial Crisis Into The Classroom, Shruti Rana Jan 2013

Teaching Amidst Transformation: Integrating Global Perspectives On The Financial Crisis Into The Classroom, Shruti Rana

Journal of Business & Technology Law

No abstract provided.


Teaching Business Law In The New Economy; Strategies For Success, Kamille Wolff Dean Jan 2013

Teaching Business Law In The New Economy; Strategies For Success, Kamille Wolff Dean

Journal of Business & Technology Law

No abstract provided.


Pitfalls In Brazilian Bankruptcy Law For International Bond Investors, Jeffrey M. Anapolsky, Jessica F. Woods Jan 2013

Pitfalls In Brazilian Bankruptcy Law For International Bond Investors, Jeffrey M. Anapolsky, Jessica F. Woods

Journal of Business & Technology Law

No abstract provided.


Hamilton V. Lanning: The Economic Implications Of Forecasting A Debtor's Disposable Income, Tracy L. Leyba Jan 2012

Hamilton V. Lanning: The Economic Implications Of Forecasting A Debtor's Disposable Income, Tracy L. Leyba

Journal of Business & Technology Law

No abstract provided.


Cross-Border Bankruptcy And The Cooperative Solution, Leah Barteld Jan 2012

Cross-Border Bankruptcy And The Cooperative Solution, Leah Barteld

Student Articles and Papers

Cross-border bankruptcy continues to be an important topic within bankruptcy regimes worldwide. As more corporations find themselves interacting in a market without the confines of geographic borders, countries need to adapt their regulatory schemes to be able to properly handle an orderly liquidation or reorganization without an adverse impact on the economy. This paper discuses the challenges of a cross-border bankruptcy regime that would be effective and proposes a cooperative solution for increasing coordination among insolvency proceedings. As a result of increasing cooperation among jurisdiction in light of the recent and ongoing financial crisis, reform within the bankruptcy regimes around …


Trademark Licenses: Even In A Hypothetical Or Actual World, Footstar Got It Right, Saul Ehrenpreis Jun 2011

Trademark Licenses: Even In A Hypothetical Or Actual World, Footstar Got It Right, Saul Ehrenpreis

Student Articles and Papers

The core of many companies' business model depends heavily on access to a trademark license. Unfortunately, despite possessing a license and turning a profit, some of these companies run into difficulties and are forced to file for chapter 11. This article analyzes the legal issues faced by a company in this situation. First, it explores the existing tension at the intersection of bankruptcy and trademark law, then discusses the three approaches courts have taken to resolving this tension. It concludes with the proposal that only one of these approaches appropriately balances the competing interests at stake.


The Potential Value Of Dynamic Tension In Restructuring Negotiations, Michelle M. Harner, Jamie Marincic Feb 2011

The Potential Value Of Dynamic Tension In Restructuring Negotiations, Michelle M. Harner, Jamie Marincic

Faculty Scholarship

No abstract provided.


Committee Capture? An Empirical Analysis Of The Role Of Creditors' Committees In Business Reorganizations, Michelle M. Harner, Jamie Marincic Jan 2011

Committee Capture? An Empirical Analysis Of The Role Of Creditors' Committees In Business Reorganizations, Michelle M. Harner, Jamie Marincic

Faculty Scholarship

The number of businesses experiencing financial distress increased significantly during the past several years. The number of Chapter 11 reorganization cases likewise rose. And many of these business failures were spectacular, leaving little value for creditors and even less for shareholders. Consequently, how the business debtor’s limited asset pie is divided and who gets to allocate the pieces are very relevant and important questions.

The U.S. Bankruptcy Code generally contemplates the appointment of a committee of the debtors’ unsecured creditors to serve as a fiduciary for all general unsecured creditors and as a statutory watchdog over the debtor and its …


Behind Closed Doors: The Influence Of Creditors In Business Reorganizations, Michelle M. Harner, Jamie Marincic Jan 2011

Behind Closed Doors: The Influence Of Creditors In Business Reorganizations, Michelle M. Harner, Jamie Marincic

Faculty Scholarship

General corporate law delegates the power to manage a corporation to the board of directors. The board in turn acts as a fiduciary and generally owes its duties to the corporation and its shareholders. Many courts and commentators summarize the board’s primary objective as maximizing shareholder wealth. Accordingly, one would expect a board’s conduct to be governed largely by the interests of the corporation and its shareholders. Yet, anecdotal and increasing empirical evidence suggest that large creditors wield significant influence over their corporate debtors. Although this influence is most apparent as the corporation approaches insolvency, the strength of the creditors’ …


The Evolution Of The Italian And U.S. Bankruptcy Systems: A Comparative Analysis, Paolo Manganelli Jan 2010

The Evolution Of The Italian And U.S. Bankruptcy Systems: A Comparative Analysis, Paolo Manganelli

Journal of Business & Technology Law

No abstract provided.


Cutting The Gordian Knot: The Case For Allowing Modification Of Home Mortgages In Bankruptcy, Susan E. Hauser Jan 2010

Cutting The Gordian Knot: The Case For Allowing Modification Of Home Mortgages In Bankruptcy, Susan E. Hauser

Journal of Business & Technology Law

No abstract provided.


Trends In Distressed Debt Investing: An Empirical Study Of Investors' Objectives, Michelle M. Harner Jan 2008

Trends In Distressed Debt Investing: An Empirical Study Of Investors' Objectives, Michelle M. Harner

Faculty Scholarship

Increased creditor control in chapter 11 cases has generated considerable debate over the past several years. Proponents of creditor control argue that, among other things, it promotes efficiency in corporate reorganizations. Critics assert that it destroys corporate value and frequently forces otherwise viable entities to liquidate. The increasing involvement of professional distressed debt investors in chapter 11 cases has intensified this debate. In this article, I present and analyze empirical data regarding the investment practices and strategies of distressed debt investors. Based on this data and actual case reports, I reach two primary conclusions. First, although relatively few in number, …


The Corporate Governance And Public Policy Implications Of Activist Distressed Debt Investing, Michelle M. Harner Jan 2008

The Corporate Governance And Public Policy Implications Of Activist Distressed Debt Investing, Michelle M. Harner

Faculty Scholarship

Activist institutional investors traditionally have invested in a company's equity to try to influence change at the company. Some of these investors, however, are now purchasing a company's debt for this same purpose. They may seek to change a company's management and board personnel, operational strategies, asset holdings or capital structure. The chapter 11 bankruptcy cases of Allied Holdings, Inc. and its affiliates exemplify the strategies of activist distressed debt investors. In the Allied cases, Yucaipa Companies, a distressed debt investor, purchased approximately 66% of Allied's outstanding general unsecured bond debt. Yucaipa used this debt position to exert significant influence …


Reinstatement V. Cramdown: Do Secured Creditors Win Or Lose?, Heather Lennox, Michelle M. Harner, Eric R. Goodman Jan 2007

Reinstatement V. Cramdown: Do Secured Creditors Win Or Lose?, Heather Lennox, Michelle M. Harner, Eric R. Goodman

Faculty Scholarship

No abstract provided.


Twilight In The Zone Of Insolvency: Fiduciary Duty And Creditors Of Troubled Companies - History & Background, Royce De R. Barondes, Lisa Fairfax, Lawrence A. Hamermesh, Robert Lawless Jan 2007

Twilight In The Zone Of Insolvency: Fiduciary Duty And Creditors Of Troubled Companies - History & Background, Royce De R. Barondes, Lisa Fairfax, Lawrence A. Hamermesh, Robert Lawless

Journal of Business & Technology Law

No abstract provided.


Twilight In The Zone Of Insolvency: Fiduciary Duty And Creditors Of Troubled Companies - Comparative & International Perspectives, Andres Engert, Reid Feldman, Pamela L.J. Huff, Donna W. Mckenzie-Skene Jan 2007

Twilight In The Zone Of Insolvency: Fiduciary Duty And Creditors Of Troubled Companies - Comparative & International Perspectives, Andres Engert, Reid Feldman, Pamela L.J. Huff, Donna W. Mckenzie-Skene

Journal of Business & Technology Law

No abstract provided.


Fiduciary Duties In Distressed Corporations: Second Generation Issues, Royce De R. Barondes Jan 2007

Fiduciary Duties In Distressed Corporations: Second Generation Issues, Royce De R. Barondes

Journal of Business & Technology Law

No abstract provided.