| Navigating Today's Environment: The Directors' and Officers' Guide to Restructuring
By John Wm. ("Jack") Butler, Jr Consulting Editor, Skadden, Arps, Slate, Meagher & Flom LLP
2010/08 - Hardcover
9781905773084
US$89.95
Publisher
Comments
Navigating Today's Environment: The Directors' and Officers' Guide to Restructuring is a colossal undertaking with a unique format. Consulting Editor John Wm. "Jack" Butler, Jr., co-leader of Skadden's global Corporate Restructuring practice, convened the leading voices of the U.S. restructuring community to engage and inform directors and officers of U.S. corporations. The result is a series of forty five independent "conversations" with veteran financial advisors, investment bankers, investors, lawyers, and turnaround managers in the restructuring community. Each contributor writes with the objective of promoting corporate governance best practices. Each voice speaks to those companies that are undergoing rapid change and/or are at risk of becoming, or have already become, distressed business enterprises. It is intended to help facilitate corporate preparedness and is best consumed before it is needed.
As Mr. Butler says in his introductory remarks, "....one of the greatest contributions directors and officers can make to their company and their stakeholders is to detect and mitigate distress at its earliest stages."
John Wm. ("Jack") Butler, Jr.
Skadden, Arps, Slate, Meagher, & Flom LLP
Partner - Corporate Restructuring
Jack Butler co-leads Skadden, Arps' global corporate restructuring practice where he focuses primarily on advising companies and investors with respect to complex business reorganizations, troubled-company M&A, debt restructurings and financing matters, including cross-border transactions; and advising officers and directors on corporate governance and fiduciary duty matters. He has assisted many global businesses restructure outside the US, execute cross-border financing and privatization transactions, and divest various business lines and entities. His representative engagements include transformational restructurings in the airline, automotive, energy, healthcare, manufacturing, media and telecommunications, retail and utilities industries. Mr. Butler also participates regularly in pro bono legal programs, including acting as a guardian ad litem in contested guardianship cases in Cook County, Illinois.
Mr. Butler was named one of the decade's forty most influential lawyers by The National Law Journal in March 2010, and is one of two practicing lawyers and ten inductees in the inaugural class of the Turnaround, Restructuring and Distressed Investing Industry Hall of Fame. He was one of The American Lawyer's Dealmakers of the Year in 2010 and 2004, and also received the ILO Client Choice Award 2010 based on client nominations for excellent client care and quality of services rendered. In 2008, Mr. Butler received the Ellis Island Medal of Honor, which is awarded to Americans who exemplify outstanding qualities in both their personal and professional lives, while continuing to preserve the richness of their particular heritage.
Mr. Butler has been regularly recognized as a leading lawyer by Chambers Global; Chambers USA; The International Who's Who of Business Lawyers; Who's Who Legal USA; Who's Who Illinois; The Best Lawyers in America; Euromoney and Legal Media Group's Expert Guide to the World's Leading Insolvency and Restructuring Lawyers; IFLR 1000; Global Counsel (PLC Which Lawyer?); and The Lawdragon 500: Leading Lawyers in America. He also has been included regularly in the K&A Restructuring Register, the peer group listing of the top restructuring attorneys and financial advisors in the United States, and Turnarounds & Workouts' ranking of the outstanding restructuring lawyers in America.
In addition to his consulting editor responsibilities for Navigating Today's Environment: The Directors' and Officers' Guide To Restructuring, Mr. Butler has published frequently on corporate governance best practices including, most recently, Preserving State Corporate Governance Law in Chapter 11: Maximizing Value Through Traditional Fiduciaries (18 Am Bankr Inst L Rev 337 [2010]) and Corporate Governance of Troubled Companies and the Role of Restructuring Counsel (63 Bus Law 855 [2008]).
Mr. Butler served as Chairman of the Turnaround Management Association for two years in 1996 and 1997, and is a fellow in the American College of Bankruptcy and International Insolvency Institute. A past director of the American Bankruptcy Institute, he founded INSOL's Group of 36 and has served many other industry organizations, including the American Board of Certification, Commercial Finance Association Education Foundation and the New York Institute of Credit.
Introduction and acknowledgments John Wm. ("Jack") Butler Jr., Consulting Editor Skadden, Arps, Slate, Meagher & Flom LLP |
7 |
TURNAROUND, RESTRUCTURING, AND DISTRESSED INVESTING INDUSTRY HALL OF FAME CONTRIBUTORS |
1 |
The role of the board in preventing corporate freefall Dominic DiNapoli FTI Consulting Inc |
14 |
2 |
How to spot the warning signs and stay on top of corporate distress Henry S. Miller Miller Buckfire & Co |
20 |
3 |
From hangover to recovery? The thoughts of a turnaround lender Lawrence A. Marsiello Pine Brook Road Partners LLC |
27 |
4 |
Know your exit game plan first: Effective strategies in restructuring William Repko Evercore Partners Inc |
36 |
5 |
Memo from your investors: A practical guide for the boards of directors of distressed companies Wilbur L. Ross WL Ross & Co LLC |
41 |
6 |
Managing in the "new normal": A self-help corporate governance program for directors and officers John Wm. ("Jack") Butler Jr., with Peter Allan Atkins and J. Eric Ivester Skadden, Arps, Slate, Meagher & Flom LLP |
45 |
7 |
Avoiding Chapter 22: Why post-emergence liquidity, profitability and leverage make all the difference Professor Edward Altman, with T. Kant and T. Rottanaruengyot Stern School of Business, New York University |
52 |
8 |
Planning effective restructurings through the looking glass of 50 years of bankruptcy and reorganization Harvey R. Miller Weil, Gotshal & Manges LLP |
64 |
CORPORATE GOVERNANCE |
9 |
Making critical decisions and monitoring performance during a restructuring: A field-guide for boards DeLain E. Gray and Randall S. Eisenberg FTI Consulting Inc |
72 |
10 |
Restructuring under a microscope: Cautionary tales for directors and officers in "distressed land" Harvey R. Miller Weil, Gotshal & Manges LLP |
79 |
11 |
Revisiting traditional notions of governance, fiduciary duty and the zone of insolvency from the creditors' perspectives Keith J. Shapiro Greenberg Traurig LLP |
88 |
12 |
Fiduciary duties: Timing considerations in equitizing excess debt James F. Conlan and Jessica C. K. Boelter Sidley Austin LLP |
93 |
13 |
Driving restructuring: The US government takes a lead role in bankruptcy John J. Rapisardi Cadwalader, Wickersham & Taft LLP |
97 |
14 |
White-collar crime: The law enforcement agenda John K. Carroll and Richard Marmaro Skadden, Arps, Slate, Meagher & Flom LLP |
104 |
15 |
Strategies for addressing shareholder activism and communications David F. Heroy and Michael F. DeFranco Baker & McKenzie LLP |
112 |
ENTERPRISE RISK ASSESSMENT |
16 |
Preserving and recovering value in illiquid times Duffield ("Duff") Meyercord (on behalf of) Turnaround Management Association |
120 |
17 |
Liquidity provides optionality: An approach for boards during a liquidity crisis Adrian Frankum, Armen Emrikian and James Guglielmo FTI Consulting Inc |
125 |
18 |
When cash is king: Understanding cash requirements for distressed companies and maintaining effective management and reporting systems Ralph S. Tuliano, Thomas J. Allison and Melissa Kibler Knoll Mesirow Financial Consulting LLC |
132 |
19 |
Derivatives after Lehman: Assessing your company's risk profile Mark A. McDermott and John W. Osborn Skadden, Arps, Slate, Meagher & Flom LLP |
138 |
20 |
Managing "fox in the henhouse" syndrome: Implementing effective internal controls Van E. Conway and Kenneth J. Malek Conway MacKenzie Inc |
145 |
21 |
Evaluating the balance sheet in a distressed environment: Differentiating strategic decision-making from desperation transactions Walt Dlugolecki and Ed Ordway Capstone Advisory Group LLC |
151 |
22 |
Refinancing the looming "wall of debt" - boards beware Jonathan Katz GCA Savvian Advisors LLC |
158 |
23 |
A turnaround manager's risk-assessment imperatives for directors and officers Lisa J. Donahue and Eva Anderson AlixPartners LLP |
164 |
RESTRUCTURING STRATEGIES IN DISTRESSED SITUATIONS |
24 |
Negotiating with lenders: Forbearance, waivers, lender approval and the collective action conundrum Howard Seife and Andrew Rosenblatt Chadbourne & Parke LLP |
172 |
25 |
How distressed claims trading may impact your reorganization strategy Edward S. Weisfelner Brown Rudnick LLP |
178 |
26 |
Evaluating strategic debt buybacks: How to pursue effective de-leveraging strategies Dennis Dunne, Gregory Bray and Robert Shenfeld Milbank, Tweed, Hadley & McCloy LLP |
185 |
27 |
Leveraging exchange offers to maximize value in distressed situations Timothy R. Coleman Blackstone Group LP |
191 |
28 |
Building liquidity bridges through asset dispositions without bankruptcy John E. Luth, Michael B. Cox and Lorie R. Beers Seabury Group LLC |
198 |
29 |
Alternatives to bankruptcy under federal and state law Robert S. Hertzberg, Kay Standridge Kress and Deborah Kovsky-Apap Pepper Hamilton LLP |
203 |
30 |
The race to the starting line: Developing prepackaged and prenegotiated reorganization plans to maximize value James H. M. Sprayregen, Richard M. Cieri, David R. Seligman, Chad J. Husnick and Jeffrey D. Pawlitz Kirkland & Ellis LLP |
209 |
31 |
Managing traditional Chapter 11 reorganizations: A primer for directors and officers on bankruptcy fundamentals John C. DiDonato and Daniel P. Wikel Huron Consulting Group |
214 |
32 |
Asset dispositions in Chapter 11: Whether to sell through Section 363 or a plan of reorganization Corinne Ball Jones Day |
221 |
33 |
How, why, and when creditors may credit bid their debt for your company Keith A. Simon Latham & Watkins LLP |
228 |
SPECIAL FOCUS FORUM |
34 |
The busted spinoff: Lessons for directors Todd R. Snyder Rothschild Inc |
234 |
35 |
Recovering fraudulent transfers made in business transactions Albert Togut and Neil Berger Togut, Segal & Segal LLP |
246 |
36 |
Evaluating executive compensation "best practices" in the post-recession world Linda E. Rappaport, Douglas P. Bartner, James L. Garrity and Amy Beth Gitlitz Shearman & Sterling LLP |
252 |
37 |
Managing global companies: Cross-border issues Antonio M. Alvarez III and Jeffery Stegenga Alvarez & Marsal |
258 |
38 |
Preserving global enterprise value: Managing international subsidiaries and affiliates through cross-border reorganizations Simon Freakley and Joff Mitchell Zolfo Cooper |
265 |
39 |
Delicate state: Selection of the post-bankruptcy board Julie H. Daum and Bettina M. Whyte Spencer Stuart and Bridge Associates LLC |
272 |
SPECIALIZED RESTRUCTURING RESOURCES IN DISTRESSED SITUATIONS |
40 |
Why turnaround professionals are indispensable to directors and officers Gerald P. Buccino Buccino & Associates Inc |
278 |
41 |
Effective communications in the distressed world: The role of a strategic communications adviser Michael S. Sitrick Sitrick Brincko Group |
283 |
42 |
How a claims agent can maximize value and speed successful outcomes in Chapter 11 reorganizations Daniel C. McElhinney and Lorenzo Mendizabal Epiq |
289 |
43 |
Evaluating and monetizing assets: The role of the independent asset advisory firm in corporate decision-making Jeffrey W. Linstrom, Jeffrey B. Hecktman and Richard L. Kaye Hilco |
293 |
CLOSING REFLECTIONS |
44 |
Does reorganization need reform? Time for a new look at Chapter 11 Robert J. Keach (on behalf of) American Bankruptcy Institue |
300 |
45 |
Find it, face it, fix it: How to protect your company from the boom and bust cycle Leonard J. Kennedy Retired General Counsel (Corporate Secretary and Chief Government Affairs Officer), Sprint Nextel Corporation |
305 |
NOTES AND REFERENCES |
314 |
CONSULTING EDITOR'S PROFILE |
319 |
CONTRIBUTOR PROFILES |
320 |
SPONSOR PROFILES |
342 |
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