Structuring Special Purpose Entities: Separateness, Bankruptcy Remoteness and True Sales
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar will prepare bankruptcy and finance counsel to structure special purpose entities (SPEs) to achieve bankruptcy remoteness and avoid substantive consolidation. The panel will discuss lessons from recent bankruptcy cases involving SPE entities.
- Bankruptcy remoteness: Development of SPEs with internal protections against bankruptcy
- Structural features of SPEs
- Restrictions on activities
- Restrictions on ability to voluntarily file bankruptcy
- Judicial treatment of bankruptcy waivers
- Substantive consolidation
- True sale vs. pledge
- Issues arising from SPE bankruptcy filing
- Authority to file
- Involuntary bankruptcies
- Dismissal for bad faith filing
- Fiduciary obligations
- Springing or “bad boy” guaranties
The panel will review these and other key issues:
- What factors are relevant in determining whether the transfer of assets to the SPE will be considered a true sale?
- How should the SPE be structured to maximize bankruptcy remoteness?
- What will courts consider in deciding whether substantive consolidation of the SPE and the transferor is warranted in a subsequent bankruptcy of the transferor?
Daniel B. Denny
Gibson Dunn & Crutcher
Mr. Denny has a wide range of experience representing debtors, creditor groups and potential acquirers in distressed... | Read More
Mr. Denny has a wide range of experience representing debtors, creditor groups and potential acquirers in distressed settings. He also has significant commercial real estate finance experience. He has advised clients on a broad range of matters, including pre-bankruptcy planning, corporate governance, executory contracts and leases, financial restructuring and asset disposition, and other matters pertaining to the reorganization of the debtor. Mr. Denny’s creditor representations have concerned out-of-court restructurings, Chapter 7 and 11 bankruptcy cases, and cross-border insolvency proceedings.Close
Samuel A. Newman
Gibson Dunn & Crutcher
Mr. Newman is a member of the firm’s Business Restructuring and Reorganization Group and the Corporate... | Read More
Mr. Newman is a member of the firm’s Business Restructuring and Reorganization Group and the Corporate Department. His practice involves representing creditors, debtors and other parties-in-interest in Chapter 11 cases. He also advises buyers, sellers, lenders and borrowers in transactions involving distressed assets. Mr. Newman is a frequent author and lecturer on bankruptcy issues.Close