Structuring Special Purpose Entities: Separateness, Bankruptcy Remoteness and True Sales

A live 90-minute CLE webinar with interactive Q&A


Tuesday, September 12, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT


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.

Description

SPEs are intended to protect an entity’s assets against credit risks of other entities, including the former owner of the assets. Legal separation is achieved by three structuring techniques: true sales, SPEs (including separateness covenants), and bankruptcy-remote vehicles.

The bankruptcy-remote SPE must be structured so it is unlikely to file, or have filed against it, a bankruptcy petition, as well as prevent substantive consolidation with the transferor in the event of the transferor’s bankruptcy.

SPE bankruptcy-remote strategies continue to be tested in bankruptcy cases. Counsel must understand and apply lessons from recent case law to draft structured-financing documentation that minimizes bankruptcy risks.

Listen as our authoritative panel of attorneys discusses best practices for structuring SPEs to achieve bankruptcy remoteness and avoid substantive consolidation. The panel will review recent bankruptcy rulings impacting bankruptcy proofing strategies.

Outline

  1. Bankruptcy remoteness: Development of SPEs with internal protections against bankruptcy
  2. Structural features of SPEs
    1. Restrictions on activities
    2. Restrictions on ability to voluntarily file bankruptcy
    3. Judicial treatment of bankruptcy waivers
  3. Substantive consolidation
  4. True sale vs. pledge
  5. Issues arising from SPE bankruptcy filing
    1. Authority to file
    2. Involuntary bankruptcies
    3. Dismissal for bad faith filing
    4. Fiduciary obligations
    5. Springing or “bad boy” guaranties

Benefits

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?

Faculty

Daniel B. Denny, Esq.
Gibson Dunn & Crutcher, Los Angeles

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.

Samuel A. Newman, Partner
Gibson Dunn & Crutcher, Los Angeles

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.


Live Webinar

Live Webinar $297.00

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This webinar is eligible for at least 1.5 general CLE credits.

CLE credits are not available for PR.

*In KS, OH, PA, for more than 1 attendee on the connection you must contact Strafford CLE via email or call 1-800-926-7926 ext. 35 prior to the program for special instructions.


Recordings

CLE On-Demand - Streaming Video

Includes recorded streaming video of full program plus PDF handouts.

On-demand is the only recorded format recognized for CLE credits in DE, IN, KS, LA, MS, NC, OH, OK, SC, TN, VA, WI.

AK, AZ, CA, CO, CT, DE, FL, GA, HI, IA, ID, IL, IN*, KS, KY, LA, ME, MN, MO, MT, NC, ND, NH**, NJ, NM, NV, NY, OH*, OK, OR, PA, SC, TN, TX, UT, VA, VT, WA, WI, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

*Only available for attorneys admitted for more than two years. For OH CLE credits, only programs recorded within the current calendar year are eligible - contact the CLE department for verification.

**NH attendees must self-determine if a program is eligible for credit and self-report their attendance.

CLE On-Demand Video $297.00
Available 48 hours after the live event

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Recorded Event

Includes full event recording plus handouts (available after live webinar).

Strafford is an approved provider and self-study CLE credit is available in most states.

AK, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, KY, ME, MN, MO, MT, ND, NJ, NM, NY, OR, PA, TN, TX, UT, VT, WA, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

Strafford will process CLE credit for one person on each recording.

Additional copies of a recording can be purchased at a discount. Please call Strafford Customer Service toll-free at 1-800-926-7926 ext 10 or email customerservice@straffordpub.com to place your order.

Recorded Webinar Download $297.00
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Recorded Audio Download (MP3) $297.00
Available 24 hours after the live event

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DVD (Slide Presentation with Audio) $297.00 plus $9.45 S&H
Available ten business days after the live event

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Registration Plus Recorded Event

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Live Webinar & Webinar Download $394.00

Recorded Webinar Download Only $97.00 with Registration/Webinar Combo

Live Webinar & Audio Download $394.00

Recorded Audio Download (MP3) Only $97.00 with Registration/MP3 Combo

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DVD (Slide Presentation with Audio) Only $97.00 with Registration/DVD Combo


Webinar

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Customer Reviews

The program was very thorough, stayed on topic and was well organized.

Thad Wilson

King & Spalding

The program got right to the substance and did not spend lots of time on background/basics, providing a very sophisticated treatment of the issues.

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Lewis Rice

I thought the speakers covered a fascinating subject matter very well.

Bob Linton

Dykema

I especially enjoyed that the speaker's were on point and presented solid answers on the complicated issues effectively.

Steve Robinson

Sidley Austin

The program material was very well organized and thorough.

Laura Buckley

Higgs, Fletcher & Mack

or call 1-800-926-7926

Bankruptcy Law Advisory Board

Mark N. Berman

Adjunct Professor

Northeastern University

Michael E. Foreman

Partner

ForemanLaw

Matthew Gensburg

Shareholder

Greenberg Traurig

Brian E. Greer

Partner

Dechert

Douglas Lipke

Shareholder

Vedder Price

Victor Milione

Partner

Nixon Peabody

Steven B. Smith

Senior Consultant

JND Corporate Restructuring

Michael Solow

Partner

Kaye Scholer

Robert A. Weber

Counsel

Skadden Arps Slate Meagher & Flom

or call 1-800-926-7926

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