Publisher Comments

Categories: Banking & Finance Banking & Insolvency This title is part of the Bankruptcy Primer and Smart Management list. Of Interest: Bankruptcy & Distressed Restructurings: Analytical Issues and Investment Opportunities Bankruptcy Investing: How to Profit from Distressed Companies Corporate Recovery: Managing Companies in Distress Corporate Turnaround: How Managers Turn Losers Into Winners! Distressed Securities: Analyzing and Evaluating Market Potential and Investment Risk Logic and Limits of Bankruptcy Law Taking Charge: Management Guide to Troubled Companies and Turnarounds The PRC Enterprise Bankruptcy Law: The People's Work in Progress The Turnaround Manager's Handbook Why Companies Fail: Strategies for Detecting, Avoiding, and Profiting from Bankruptcy

This resource-intensive guide provides the business professional, including the troubled company executive, credit manager, workout professional and investor in distressed debt or equity, with a guided tour through the intricacies of the bankruptcy process in a concise and readily understood manner.

The authors—all seasoned professionals— walk the reader through the stages of a Chapter 11 proceeding while addressing the business realities and dynamics affecting the diverse and often competing constituents involved in the restructuring process.

To assist the reader in navigating through this new world, the book’s forty page Glossary contains a detailed explanation of the terminology used in bankruptcy proceedings. The reader will readily become conversant with the vocabulary, rules, and sometimes arcane language of this unique process. Extensive endnotes accompany each chapter of this relatively compact book. In addition, the authors provide a real-life glimpse of the types of documents and pleadings commonly filed during the reorganization process through a series of Appendices containing sample documents.

These documents are drawn from actual Chapter 11 cases and include explanatory material about what the documents are intended to accomplish. This book will be of interest to corporate executives, boards of directors, investors, creditors, bankruptcy professionals, and anyone contemplating entry into the business restructuring arena. As the authors say in the opening chapters: “Read on . . . the game is indeed afoot.”

“Making the complex and arcane understandable is a rare gift. For lay people facing a bankruptcy proceeding or living through one, this book is a godsend. Salerno, Kroop, and Hansen make both the logical and even the illogical aspects of the Chapter 11 process understandable. They provide a clear road map outlining what is likely to happen and outline the alternatives that exist to alter or ameliorate the outcome. Much has happened in the bankruptcy world since the first edition of the Executive Guide to Corporate Bankruptcy was published in 2001. This book captures those changes well and this new edition does a great job of tidying up the basics even further. This is definitely the book I would recommend to a non-bankruptcy practitioner unexpectedly caught up in the bankruptcy world and looking for a clear explanation of what is happening.”

—Anthony H.N. Schnelling (1947-2009), Managing Director Bridge Associates, LLC


“This book may be the most important reading material for a vast population of corporate America today, unfortunate as that may be. Certainly it is required reading for any member of executive management in a highly leveraged company in today’s troubled environment. The goal of the authors is to simply but accurately explain the bankruptcy process through an organized, informal, anecdote-laden approach. They hit substantially all the issues in corporate bankruptcy, from the basics of the automatic stay to the complex nuances of cramdown strategies. Messrs Salerno, Hansen, and Kroop deftly establish the context for the Chapter 11 process, as well as related actions and strategies. They also provide a detailed index that readily directs the reader to individual topics. All in all, this is a comprehensive and relatively easy-to-read treatment of an extremely complex and increasingly important subject. It is a valuable reference guide for executives and others who are faced with potential bankruptcy issues from their customers, suppliers, or their own companies in the years ahead.”

—Jeffrey I. Werbalowsky, Co-Chief Executive Officer, Houlihan Lokey


“This is the best book for executives and non-bankruptcy lawyers that I have ever read on the practical realities of corporate bankruptcies. The book is also very entertaining, which is not surprising considering that Salerno, Kroop, and Hansen are certifiably insane. This book is so good that I wish I had written it and I'm going to make all of our new associates read it so they won't have to ask me any questions. It's that good.”

—Robin E. Phelan, Partner, Haynes and Boone, LLP


“I manage an investment partnership based in San Diego, Ca. I just finished studying The Executive Guide to Corporate Bankruptcy and wanted to thank you for writing this book and let you know that it is by far the best that I have found on the subject written for the non-lawyer. You did a great job of breaking down the most critical aspects of the bankruptcy process and writing it in such a way that people like me won’t fall asleep!”

—Jeremy Deal, Managing Partner, J. Deal Partnership

Review by Douglas Bacon

The newly revised edition of The Executive Guide To Corporate Bankruptcy is perfectly timed. As the global economy continues to deteriorate, more and more companies are sinking into insolvency with executives at their helm who need a crash course in bankruptcy realities. This excellent book will quickly get both the seasoned executive and the uninitiated lawyer up to speed on the bankruptcy process.

Salerno, Kroop and Hansen understand that the reorganization process can be intimidating, puzzling, and generally unpleasant. They penetrate the opaque gloom that some lawyers tend to perpetuate. Each chapter of this book addresses a different aspect of the reorganization process, beginning with an overview of the origins and purpose of US bankruptcy laws and ending with a debunking of common myths about reorganization. In between, they discuss each chapter of the bankruptcy code; discussing the gamut from liquidations through Chapter 11 sales and full-blown reorganizations. The authors’ ability to distill the bankruptcy code’s complex language into comprehensible and manageable blocks of information makes the book extremely readable.

The Executive Guide is full of pragmatic advice. After laying out the essential elements and key players in the restructuring process, the authors get down to the nitty gritty of navigating a distressed company through reorganization. They realistically assess the challenges that an executive should expect to face in Chapter 11. They discuss how to assuage and balance the concerns of employees and key vendors, address the inevitable creditor dissatisfaction with executive compensation, deal with members of their professional team and work effectively as an executive whose actions will be constantly scrutinized and second-guessed. The authors also provide the cautionary note that “executives preparing to embark on a reorganization are usually too preoccupied with business emergencies to think about the personal toll that the process will exact.”

One common flaw in books that try to be accessible while dealing with technical topics is that they fall short in providing the reader with a substantive understanding of the subject matter. The Executive Guide to Corporate Bankruptcy avoids this pitfall. The book’s fourth and fifth chapters provide in-depth analysis of the strategic decisions and steps that should be taken during the restructuring process. The authors explain the importance that venue can have a case, the intricacies of first day motions and how to prepare for confirmation. There is a detailed discussion of the sale of assets during the course of a Chapter 11 restructuring and the importance of making sure that major constituencies are a part of the decision-making process. They also walk the reader through the specifics of a plan of a reorganization, explaining the dynamics of the negotiation process, especially how to understand and appreciate the needs of your constituents and how to get a plan confirmed.

The icing on the cake for this book is the excellent appendix. The final section of the book includes a user-friendly glossary of commonly used bankruptcy terms and a reorganization timeline. It also includes sample documents such as debtor-in-possession (DIP) financing agreements, operating reports, first day motions and orders, management severance agreements, and more. The summary of management incentive stock plans implemented in recent restructuring transactions is particularly informative.

This is a terrific book. While geared to the non-lawyer executive, it will also be a useful resource for any lawyer who wants to gain practical familiarity with the bankruptcy process. This should be a best seller in today’s environment, though it may need to be delivered to most executives in a brown paper wrapper.

Thomas J. Salerno is a partner in, and co-chair of, the International Reorganization Practice Group of the international law firm of Squire, Sanders & Dempsey L.L.P.

Mr. Salerno graduated from Rutgers University (B.A., summa cum laude) and Notre Dame Law School (J.D., cum laude), where he served as an editor of the Notre Dame Law Review. Throughout the last nearly 30 years, Mr. Salerno has represented debtors, creditors' committees, lenders, and other parties in interest in complex Chapter 11 reorganizations involving public debt and equity securities throughout the U.S., as well as parties in insolvency proceedings in the Czech Republic, Switzerland, France, Germany, and the United Kingdom.


Craig D. Hansen is a partner in the Bankruptcy & Restructuring Group of Squire, Sanders & Dempsey L.L.P. and is a nationally recognized restructuring lawyer, having played prominent roles in some of the nation's largest and most complex restructurings in recent years.

He is best known for representing debtors, although Mr. Hansen also has an active practice representing hedge funds and private equity funds, creditors' committees, and strategic and financial investors in a wide variety of industry and market sectors.


Jordan A. Kroop is a partner in the Bankruptcy & Restructuring Group of Squire, Sanders & Dempsey L.L.P., resident in the Phoenix office. Mr. Kroop is a graduate, magna cum laude, of Brown University and the University of Virginia School of Law.

Mr. Kroop represents publicly-traded and privately-held corporate debtors and significant creditors, including secured lenders, official creditor committees, commercial lessors, and financial institutions in some of the largest Chapter 11 cases in the nation.

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