This course analyzes the jurisprudence, game theory, financial underpinnings, and litigation overlay of chapter 11 reorganizations and the governance lessons they teach. It starts with the end game: the public policies and purposes of reorganization and the calculus of confirming a chapter 11 plan. Then the course examines the route to the plan, including management, trustees and governance; ethics; statutory committees; substantive consolidation; treatment of mass tort claims; senior and subordinated debt; jurisdiction; executory contracts; collective bargaining agreements; major asset sales in lieu of plans; financing; and derivatives. Certain subjects are conducive to discussions of statutory interpretation (i.e., 11 U.S.C. sections 363(f), 502, 524(g), 1123(b)(3), the Eleventh Amendment), constitutional principles (i.e., the bankruptcy power, sovereign immunity, and jury trials), impact of lawyering (i.e., opposing dismissal or trustee motions); and litigation techniques.
The course will be taught in 7 weekly 2-hour sessions and uses materials (decisions, press releases, SEC filings, actual pleadings, orders) I will distribute. Basic bankruptcy is not a requirement.