Open Access. Powered by Scholars. Published by Universities.®
Articles 1 - 2 of 2
Full-Text Articles in Law
Unexpected Gifts Of Chapter 11: The Breach Of A Director's Duty Of Loyalty Following Plan Confirmation And The Postconfirmation Jurisdiction Of Bankruptcy Courts, Daniel Bogart
Daniel B. Bogart
This article addresses the intersection of two aspects of chapter 11 jurisprudence: the fiduciary duties of directors and officers of the debtor and the post confirmation jurisdiction of bankruptcy courts. The article suggests that the normal application of fiduciary duties to confirmed debtors creates particular opportunities for directors and officers to act in a disloyal manner. The article examines two cases in particular. These include Bernstein v. Donaldson (In re Insulfoams, Inc.) and Cumberland Farms, Inc. v. Hasenotes (In re Cumberland Farms, Inc.) Traditionally, courts and commentators suggest that normal state fiduciary standards govern directors post confirmation. The article argues, …
Liability Of Directors Of Chapter 11 Debtors In Possession: 'Don't Look Back - Something May Be Gaining On You', Daniel Bogart
Liability Of Directors Of Chapter 11 Debtors In Possession: 'Don't Look Back - Something May Be Gaining On You', Daniel Bogart
Daniel B. Bogart
This article addresses a series of important questions involving the fiduciary obligations and personal liability of bankruptcy trustees and directors of debtors in possession. The article begins by noting the uncertainty of lawyers representing directors of chapter 11 debtors. These lawyers must advise individual directors on their possible liability for decision making post petition. The article continues with a review of basic corporate governance of companies preceding and following the filing of a chapter 11 petition.
The article focuses on the content of the fiduciary obligations of care and loyalty of directors of the bankrupt companies. Supreme Court opinions indicate …