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Bankruptcy Going-Out-of-Business Sales: Liquidation Agreements, Creditor Protections, Avoiding Pitfalls

Recording of a 90-minute CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Wednesday, April 20, 2022

Recorded event now available

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This CLE course will guide bankruptcy counsel in understanding "going-out-of-business" (GOB) sales, discuss the most common terms of liquidator agency agreements, including fee structures, and offer strategies and steps that creditors and consignors can take to protect themselves and their consigned goods in a challenging liquidation scenario.


The 2020 COVID-19 pandemic made for one of the busiest years for bankruptcy professionals on record. Many of the chapter 11 debtors that filed during this wave pursued full scale liquidations and, as a result, piecemeal sales of their assets through going-out-of-business (GOB) sales, sales of intellectual property and sales of other assets. Bankruptcy lawyers and restructuring professionals must be prepared for the next wave of cases, which will undoubtedly include a number of fast-tracked GOB sales and other asset sales and a myriad of related issues.

GOB sales in bankruptcy have become such a common occurrence that bankruptcy lawyers and restructuring professionals must understand how these sales work in order to protect their clients. The competing interests of many different stakeholders must be balanced in a very compressed timeframe. The debtor's fiduciary obligations require it to maximize estate assets for the benefit of creditors. At the same time, landlords are entitled to have their leases performed as written, the public has a right to be protected from deceptive trade practices, and other co-tenants and competitors must be protected against unfair business practices. In the case of sales of intellectual property assets, customers who have historically interacted with a brand expect that a buyer of the intellectual property assets, which often include customer data, will continue to provide the customer with similar offerings.

GOB sales tend to happen quickly because of Bankruptcy Code time limits and limits in pre- and post-petition loan documents. Stakeholders unaware of these limits may sit on their rights unintentionally.

Listen as this experienced panel guides bankruptcy counsel and restructuring professionals in understanding GOB sales and sales of additional assets often sold in liquidations, including intellectual property.



  1. The law of GOB sales in a bankruptcy context
  2. Liquidator's agency agreement fee/cost structure
  3. Impact of GOB sales on unsecured creditors (landlords, trade vendors, service providers)
  4. Special issues
    1. Augment
    2. Consigned goods
    3. Sales of intellectual property
  5. Ensuring that a GOB sale occurs in conjunction with a liquidating Chapter 11 plan
    1. Administrative solvency
    2. Liquidating plans generally
  6. Sales of intellectual property
    1. Types of intellectual property sold in conjunction with GOB sales
    2. Value considerations when selling IP in these circumstances
  7. Future trends and miscellaneous issues


The panel will discuss these and other key issues:

  • How can creditors protect their rights when the debtor contemplates a GOB sale?
  • What are the key provisions of the liquidating agreement?
  • Where do the most conflicts arise?
  • What state laws and contractual restrictions apply to GOB sales?
  • Can GOB sales increase the recovery for creditors in a liquidation scenario?
  • What are some of the leverage points that unsecured creditors, including official creditors’ committees, can exert in order to maximize recoveries in an otherwise difficult scenario?
  • What are some best practices for maximizing the value of assets?


Baker, Sarah
Sarah Baker

Deputy General Counsel
Hilco Global

Ms. Baker is the Deputy General Counsel for Hilco Global. She provides companywide legal support for various Hilco...  |  Read More

Finizio, Gianfranco
Gianfranco Finizio

Kilpatrick Townsend & Stockton

Mr. Finizio focuses his practice on bankruptcy and insolvency matters. He has experience representing, among other...  |  Read More

Kalnit, Richelle
Richelle Kalnit

Senior Vice President
Hilco Streambank

Ms. Kalnit assists clients in developing a marketing plan for their brand and other IP assets and implementing that...  |  Read More

Posner, David
David M. Posner

Kilpatrick Townsend & Stockton

Mr. Posner focuses his practice on bankruptcy and insolvency matters. He represents companies, creditors’...  |  Read More

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