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Death Trap Provisions in Chapter 11 Plans: Minimizing the Likelihood of a Cramdown; Incentivizing Consensus

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 Thursday, January 18, 2024

Recorded event now available

or call 1-800-926-7926

This CLE webinar will discuss how restructuring counsel use "death trap" provisions and related tools to create an accepting impaired class of creditors and thereby ensure confirmation but without violating the confirmation requirements or running afoul of the prohibition against sub rosa plans or the absolute priority rule.


A plan of reorganization proposes what each class will receive based on the debtor's projected post-confirmation value. But even reasonable minds can differ on valuation, and different constituencies in the case, such as the debtor, second-tier lienholders, or equity holders, often advocate for a higher or lower value based on preferred outcomes. Creditors may feel entitled to distribution.

To avoid long and costly valuation or cramdown litigation that results in a Pyrrhic victory, a death trap offers a junior impaired class more to accept a plan and less if they reject it. Restructuring agreements may require such provisions.

But these provisions can run afoul of the Bankruptcy Code's prohibition against sub rosa plans or the absolute priority rule and generate their own litigation. It can be difficult to determine if these provisions strip creditors of existing rights. They can also be tied to overreaching releases or other "coercive" provisions that attempt to shield controversial provisions from objection or put creditors in an impossible position.

Listen as this esteemed panel discusses how these provisions started and evolved, how they can be used effectively in any size case, and what creditor classes that anticipate facing death trap provisions can do.



  1. The importance with valuations in Chapter 11
  2. The basics of the death trap provision
  3. What classes death trap provisions target
  4. Objections and court approval
  5. Recent cases


The panel will consider these and other important issues:

  • What do courts consider in determining whether to approve plans with death trap provisions?
  • What are impermissible uses of death trap provisions?
  • How can the parties assess whether death trap provisions really minimize the likelihood of a contested confirmation?


Zahralddin, Rafael
Rafael X. Zahralddin-Aravena

Lewis Brisbois

Mr. Zahralddin-Aravena is a member of the Corporate, Bankruptcy, Complex Business & Commercial...  |  Read More

Mordkoff, Andrew
Andrew S. Mordkoff

Partner, Business Reorganization & Restructuring
Willkie Farr & Gallagher

Mr. Mordkoff is a partner in the Business Reorganization & Restructuring Department. Andrew represents debtors,...  |  Read More

Sinclair, Debra
Debra McElligott Sinclair

Partner, Business Reorganization & Restructuring
Willkie Farr & Gallagher

Ms. Sinclair is a partner in the Business Reorganization and Restructuring Department. She represents debtors, lenders,...  |  Read More

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