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- Corporate Law; Corporate Control; Insolvency; Zone of Insolvency;Takeover; Bankruptcy; Bankruptcy Law; Liquidation; Recapitalization; Governance Power; Asset Sale; Section 363(b); RSA; RSAs; Chapter 11; Debtor (1)
- Secured Credit; Subsidiaries; Inefficiency; Fraud; Asset Partitioning; Non-transparency; Corporate Disclosure; Corporate Structure; Allocation of Assets; Affiliates; Enforcement; Secured Creditor Model; Secured Credit Law; Credit Security Transparency; Commericial Transaction; Corporation; International Finance; Corporate Responsibility; Transparency (1)
Articles 1 - 2 of 2
Full-Text Articles in Secured Transactions
Transparency In Corporate Groups, Jay Lawrence Westbrook
Transparency In Corporate Groups, Jay Lawrence Westbrook
Brooklyn Journal of Corporate, Financial & Commercial Law
This Article addresses a remarkable blind spot in American law: the failure to apply the well-established principles of secured credit to prevent inefficiency, confusion, and fraud in the manipulation of the webs of subsidiaries within corporate groups. In particular, “asset partitioning” has been a fashionable subject in which the central problem of non-transparency has been often mentioned but little addressed. This Article offers a concept for a new system of corporate disclosure for the benefit of creditors and other stakeholders. It would require disclosure of corporate structures and allocations of assets among affiliates to the extent the affiliates are to …
Badges Of Opportunism: Principles For Policing Restructuring Support Agreements, Edward J. Janger, Adam J. Levitin
Badges Of Opportunism: Principles For Policing Restructuring Support Agreements, Edward J. Janger, Adam J. Levitin
Brooklyn Journal of Corporate, Financial & Commercial Law
Bankruptcy is a market for corporate control. Current bankruptcy practice offers two alternative mechanisms for effectuating changes in control of a firm: (1) a pre-plan all-asset sale under section 363(b) of the Bankruptcy Code; or (2) an asset sale or recapitalization pursuant to a plan of reorganization under section 1129 of the Code. Pre-plan sales under section 363(b) are fast, but lack the procedural protections associated with a restructuring or sale pursuant to a plan. Plan confirmation can be costly and uncertain, however. Restructuring support agreements (“RSAs”)—contractual agreements to support a future restructuring that has certain agreed-upon characteristics—appear to offer …