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In a recent speech to the Council of Institutional Investors, SEC Commissioner Kara Stein expressed her support for CII’s rulemaking petition seeking universal proxy ballots for proxy contests, analogizing it to the “basic rights of an owner of a company…to fire an employee.” A universal ballot would allow a shareholder to mix and match the company’s nominees and the dissident’s nominees on one ballot without attending the meeting.
4 years 8 months ago
By:  Justin A. Saporito The  Riverhounds Event Center, L.P. and Riverhounds Acquisition Group, L.P., the limited partnerships that own and operate Highmark Stadium and the Pittsburgh Riverhounds Professional Soccer Club respectively,  jointly declared voluntary Chapter 11 bankruptcy on March 26, 2014.  Debtors filed in the United States Bankruptcy Court for the Western District of Pennsylvania, assigned case numbers 2:14-bk-21180 and 2:14-bk-21181 respectively.  Both cases have been assigned to the Honorable Jeffery A. Deller. The Riverhounds Event Center, L.P. owns and operates the newly constructed Highmark Stadium located in the South Side area of Pittsburgh and claims assets ranging from $1 million to $10 million with liabilities between $10 million and $50 million.  Of those liabilities, $7.2 million is mortgage debt and $1.5 million in bank loans.  
4 years 8 months ago
On Sunday May 11, 2014, Universal Cooperatives, Inc. and its U.S. subsidiary debtors — Universal Crop Protection Alliance, LLC, Bridon Cordage LLC, Heritage Trading Company, LLC, Agrilon International LLC and Pavalon, Inc. – filed petitions for relief under chapter 11 of title 11 of the United States Code.  A copy of Universal Cooperatives, Inc.’s bankruptcy petition may be found here.  A list of the top 30 unsecured creditors was filed with this petition.   According to the declaration of Dennis Gyolai offered in support of the debtors’ first day motions, debtors filed the petitions in an effort to preserve and maximize the value of their business assets and estates.  A copy of the Gyolai declaration may be found here.  The debtor has obtained debtor-in-possession financing from Bank of America, debtors’ pre-petition lender. The cases have been assigned to Bankruptcy Judge Mary F. Walrath for administration (lead case no. 14-11187-MFW).
4 years 8 months ago
On May 7, 2014, the Montana Supreme Court rendered its decision in Morrow v. Bank of America, ushering in what could be a new era of tort liability for lenders and servicers.  The Morrows had retired to Montana in 2006 and built a home financed by Countrywide.  They lost their source of income in the downturn in 2009, and – while still current on their loan – reached out to their lender to discuss a modification of their loan.  First, the Morrows’ claim they were told by Bank of America to skip a loan payment so that they would be eligible for a modification.  Then, they were informed by a representative of Bank of America that “they were ‘locked’ for a modification with trial payments of $1,239.99” per month which the Morrows started paying in December 2009.  A few months later Bank of America sent the Morrows a notice of acceleration.  Another employee of Bank of America advised them that their account was “under review”.  They continued to make payments through February of 2011.  The Morrows were invited to apply for the Federal Home Affordable Modification Program or HAMP but the notices of acceleration continued.  On January 11, 2011, the Morrows were advised that modification of their loan under HAMP had been denied.  Their final payment was rejected by Bank of America, and a sale of the property was scheduled.

Read More from: Creditors' Rights

4 years 8 months ago
Have your financial questions answered by financial coaching, credit repair and bankruptcy professionals – all under one roof! Financial Coaching  – Make good money but you have no idea where it goes? Feel like you’re “bad with money?” Learn how to quickly get a hold of your finances so you can get out of debt and save more money! Credit Repair – Feel like your low credit score is costing you hundreds if not thousands of dollars in higher financing costs? Learn how to get your credit back on track in as quickly as 30 days plus a 100% Money-Back Guarantee with our powerful credit repair solutions. Bankruptcy – Weighed down by debt? Don’t make enough money to pay your bills? Burdened by collection calls? Learn how you can get a FRESH START by filing for bankruptcy! Date: Wednesday, May 28th from 6:00 p.m. – 9:30 p.m. Location: SLC Conference Center, 15 West 39th Street, NYC Symposium Agenda: 6:00pm-9:30 pm Financial Planning: 6:00pm-6:45pm Credit Repair: 7:00pm-7:45pm Bankruptcy: 8:00pm-8:45pm Open Questions and Break Outs: 8:45-9:30 For more information or to register, go to: http://www.financialhealthevent.eventbrite.com If you think you may qualify for bankruptcy and would like to discuss your options with a lawyer specializing in bankruptcy, please contact Adrienne Woods. Adrienne Woods
4 years 8 months ago
Have your financial questions answered by financial coaching, credit repair and bankruptcy professionals – all under one roof! Financial Coaching  – Make good money but you have no idea where it goes? Feel like you’re “bad with money?” Learn how to quickly get a hold of your finances so you can get out of debt and save more money! Credit Repair – Feel like your low credit score is costing you hundreds if not thousands of dollars in higher financing costs? Learn how to get your credit back on track in as quickly as 30 days plus a 100% Money-Back Guarantee with our powerful credit repair solutions. Bankruptcy – Weighed down by debt? Don’t make enough money to pay your bills? Burdened by collection calls? Learn how you can get a FRESH START by filing for bankruptcy! Date: Wednesday, May 28th from 6:00 p.m. – 9:30 p.m. Location: SLC Conference Center, 15 West 39th Street, NYC Symposium Agenda: 6:00pm-9:30 pm Financial Planning: 6:00pm-6:45pm Credit Repair: 7:00pm-7:45pm Bankruptcy: 8:00pm-8:45pm Open Questions and Break Outs: 8:45-9:30 For more information or to register, go to: http://www.financialhealthevent.eventbrite.com If you think you may qualify for bankruptcy and would like to discuss your options with a lawyer specializing in bankruptcy, please contact Adrienne Woods. Adrienne Woods
4 years 8 months ago
I don’t know if it is coincidence, but since moving to Kentucky in 2007, I have worked on cases involving much more interesting collateral than earlier in my career.  In fact, I’m only one collateral-category away from hitting the Kentucky Trifecta of Equine/Coal/Bourbon workouts (sadly, I’m missing the most important one). I recently polled the lawyers in our creditors’ rights and bankruptcy group to work up a list of the most interesting or unique collateral they have dealt with.  As always, the Top 5 is in no particular order: 1.   Rare, Live Birds! My partner Lou Allen nominated a “store inventory of rare, living birds.”  Any time your collateral needs to eat, it imposes special praticial considerations that they do not teach you about in law school.  No word if Toucan Sam was involved in this case.             2.  Stallion Seasons! My partner Rick Vance nominated Stallion Seasons, which are, according to our friends at Keeneland, the “The right to breed one mare to a particular stallion during one breeding season.”  #equinederivatives!

Read More from: Creditors' Sidebar

4 years 8 months ago
TXU's 2007 LBO by KKR, TPG and Goldman and its subsequent bankruptcy filing on April 29th serve as an informative case study of the evolving nature private equity investments, commodity bets, various facets of the public utilities industry, and a complex, debt laden capital structure. S&P has a great recap of the events leading up to Energy Future Holding's filing; go here to read it. Also, check out this free webinar by Chapter 11 Cases to be held on 5/8 at 1pm ET. What piqued my interest in this filing was the ring-fencing of Oncor, which obviated the subsidiary's need to file for Chapter 11 protection. Ring-fencing of a subsidiary is typically done by declaring a unit as a bankruptcy-remote entity (also known as Special Purpose Entity or Special Purpose Vehicle).
4 years 8 months ago
Recently I ran across this post discussing the difference between bankruptcy and debt settlement.  I believe that there are a few items that need to be corrected with regards to the information contained in this post. Before we go any further, it may be useful to talk about what bankruptcy is and what a debt settlement is. Bankruptcy is a legal proceeding where a petition is filed with a bankruptcy court.  After certain proceedings through either a chapter 7 or chapter 13 filing (typical for most consumer debtors), debts are often discharged meaning that you are no legally obligated to pay those debts.  Your case is monitored by a bankruptcy judge and the court’s orders can be enforced through various means.

Read More from: Bankruptcy Law Network

4 years 8 months ago
The most common trigger for clawback of compensation is the occurrence of a restatement of financial results, according to a PwC study of 100 large public companies’ proxy disclosure from 2009 to 2012. Evidence that the employee was directly involved in conduct that led to the restatement was required under 73% of those policies, and in many cases, the restatement needed to be material or the amount recouped was limited to the excess of the amount paid due to the restatement.   
4 years 8 months ago
Several hundred people, including many members of the bankruptcy bar, judges and former judges gathered to remember the life of Larry Kelly at First United Methodist Church on March 22, 2014.  I counted at least ten current or former bankruptcy judges in attendance as well as many of his former law clerks and law partners.    Just the FactsLarry Kelly was born on January 9, 1946.  Beginning in June 1966, he served as a communications specialist in the Navy for three and a half years.   He married Suzanne Velluva in March 1969 and she joined him in Puerto Rico while he finished his military service.Judge Kelly graduated from Baylor Law School in 1974.   He practiced with Pakis, Cherry, Beard and Giotes until he was appointed to the bench in 1986.    He retired due to health problems in 2006 after completing twenty years’ service as a bankruptcy judge, including a stint as Chief Bankruptcy Judge for the Western District of Texas.   He served as an adjunct professor at Baylor Law School from 1984 until his death.   (More on that later).   After retiring from the bench, he practiced with Beard, Kultgen, Bostwick, Dickson and Squires.Larry Kelly passed away on March 19, 2014.   He is survived by his wife of 45 years, Suzanne; three children, Ryan Kelly and wife, Andi, Kevin Kelly and wife, Jennifer, and Michael Kelly and fiancé, Ellen Eoff; two grandchildren, his mother, Frances Galbraith and husband, Charles; sister, Norma Franklin; brother Jim Hillin and wife, Kim; and mother-in
4 years 8 months ago
The SEC’s official position last Friday, which we discussed here, reinforced the Staff’s earlier guidance, and boiled down to a requirement to comply with the conflict minerals rules by June 2, 2014, other than any obligation to label products as “DRC conflict undeterminable” or “not found to be DRC conflict free.”  Yesterday, the rules' challengers asked the D.C. Circuit to stay the rule in its entirety, arguing that the SEC is trying to “enforce a tremendously costly rule that no longer achieves the statute’s goals and that will likely be vacated.” The challengers asked the court for a ruling by Memorial Day − one week before filings are due. Joe Hall, a partner in our Capital Markets Group, guides us through the recent events and discusses some of the challenges faced by companies with less than a month before the filing deadline. 
4 years 8 months ago
This is a paper that I wrote for the Commercial Law League Spring Meeting on April 25, 2014.   The Commercial Law League, which is a national creditors’ rights organization, is debating whether to support greater dischargeability of student loans.Dischargeability of Student Loans in BankruptcyStephen W. SatherBarron & Newburger, P.C.Austin, TX            Student loans play a major role in American society.   As of 2013, there was over $1 trillion in outstanding student loans. See Chopra, Student Loan Debt Swells, Federal Loans Now Top a Trillion, Consumer Financial Protection Bureau, (July 17, 2013) accessed at http://www.consumerfinance.gov/newsroom/student-debt-swells-federal-loan... This  number is higher than the amount owed on either credit cards or auto loans and is second only to the amount owed on mortgage loans.
4 years 8 months ago
There remains some confusion about who exactly is getting information about vote tallies before an annual meeting, since the controversy in May 2013 surrounding the independent chair proposal at J.P. Morgan. Broadridge's recent report clarifies this and other mysteries about the proxy voting process. As the report emphasizes, there are no SEC rules or other rules governing the practice of providing voting information in advance of the meeting, including to issuers.
4 years 8 months ago
In Law v. Siegel, a case decided by the U.S. Supreme Court in March, the Court unanimously ruled that the bankruptcy court exceeded its authority when it surcharged the debtor’s homestead exemption to pay the Chapter 7 Trustee’s attorney fees, despite the debtor’s misconduct. The case involved Stephen Law, a consumer debtor who filed for Chapter 7 bankruptcy in California. Law's only significant asset was his house, worth approximately $360,000. Law exempted $75,000 of the home equity under the state homestead exemption. Law further claimed that there was no additional equity in the house because it was subject to two mortgages totaling up to more than $300,000 — more than the nonexempt value of the house. The first mortgage was real. The second mortgage, allegedly in favor of "Lin's Mortgage & Associates,” was fake. Law was perpetrating a fraud. Alfred Siegel, the Chapter 7 Trustee, uncovered the mortgage scam. Unfortunately, in the process, the trustee incurred approximately $500,000 in legal fees. Read More › Tags: Chapter 7, U.S. Supreme Court

Read More from: Michigan Bankruptcy Blog

4 years 8 months ago
We recently discussed early 2014 proxy season governance trends. With respect to shareholder proposals, the total number filed in 2014 is expected to exceed the prior year’s total, according to ISS. As of early April, ISS was tracking approximately 830 resolutions, compared to 840 for all of 2013.  
4 years 8 months ago
Posted by Kathy Bazoian Phelps     Below is a summary of the activity reported for April 2014. The reported stories reflect: at least 9 guilty pleas or convictions in pending cases; over 85 years of newly imposed sentences for Ponzi schemers; 11 newly discovered schemes allegedly involving over 700,000 victims and nearly $1.2 billion; and an average age of 50 for the alleged Ponzi schemers in the stories reported. Please feel free to post comments about these or other Ponzi schemes that I may have missed. And please remember that I am just relaying what’s in the news, not writing or verifying it.     Russell Adler, 52, pleaded guilty to charges relating to the Ponzi scheme run by Scott Rothstein and through their firm, Rothstein Rosenfeldt Adler. Adler pleaded guilty to charges that he violated federal campaign finance laws.     Ron Battistella was arrested and has been accused of securities fraud in connection with an alleged $1.3 million Ponzi scheme that promised 10% annual returns. Battistella ran a car dealer and promised investors that their investments were backed by the cars in his showroom.     Daniel Bonventre, Annette Bongiorno, Joann Crupi, Jerome O’Hara and George Perez moved to overturn their guilty verdicts.

Read More from: The Ponzi Blog

4 years 8 months ago
Five partners in the Dallas office of Culhane Meadows have earned spots on the 2014 list of “The Best Lawyers in Dallas” as published by D Magazine. The firm’s honorees to this exclusive list of attorneys are: Jeff Crouch (business litigation), Kelly Rittenberry Culhane (insurance law), Stephen Gilhooly (corporate law), Lynnette Warman (bankruptcy & workout) and Ryan Whitfill (franchise law). “A special congratulations to Lynnette Warman of our Bankruptcy/Workout Group for being included in this year’s Best Lawyers in ... The post “Best Lawyers in Dallas” | 2014 Bankruptcy and Workout Partners Named in D Magazine appeared first on Culhane Meadows PLLC - Dallas Chapter 11 Business Bankruptcy.

Read More from: Richard G. Grant, P.C.

4 years 8 months ago
Five partners in the Dallas office of Culhane Meadows have earned spots on the 2014 list of “The Best Lawyers in Dallas” as published by D Magazine. The firm’s honorees to this exclusive list of attorneys are: Jeff Crouch (business litigation), Kelly Rittenberry Culhane (insurance law), Stephen Gilhooly (corporate law), Lynnette Warman (bankruptcy & workout) and Ryan Whitfill (franchise law). “A special congratulations to Lynnette Warman of our Bankruptcy/Workout Group for being included in this year’s Best Lawyers in ... The post “Best Lawyers in Dallas” | 2014 Bankruptcy and Workout Partners Named in D Magazine appeared first on Culhane Meadows PLLC - Dallas Chapter 11 Business Bankruptcy.

Read More from: Richard G. Grant, P.C.

4 years 8 months ago
Let's Take this OnlineMy last post discussed how the debt at Caesars operating company relates to the entity that carries the online gaming  business. In this post, I want to talk a little more about the online gaming business and how it specifically relates to Caesars. The Turnaround Management Association's January 2013 issue of Journal of Corporate Renewal was dedicated to managing casinos through a restructuring. It's worth a read in its entirety for those investors or professionals interested in the gaming industry. One of the interesting things discussed in that issue is the role of the legal system in online gambling. The article explains that both the Illegal Gambling Business Act and Unlawful Internet Gambling Enforcement Act are "inapplicable if a bet is not unlawful under federal law and the law of the state from which the wager was made and received." TMAApparently, the politics surrounding online gaming laws are pretty obfuscatory. Internet gaming is legal in Delaware and New Jersey, and Nevada only offers poker to its online customers. "At least 10 states are considering legalizing Internet gaming this year.
4 years 8 months ago