In recent years, one of the hottest topics in bankruptcy law has been the use and appropriateness of critical vendor orders (hereinafter, CVOs). Critics argue that CVOs directly contradict the mandate of the Bankruptcy Code requiring equal treatment of similarly situated creditors. Even worse, critics point out, is that requests for CVOs are often presented, and the CVO entered, in the first days of a Chapter 11 bankruptcy case on shortened and limited notice to a minimal amount of creditors, days or weeks prior to the appointment of any statutory committees under Section 1102. Thus, it is often the case that the very creditors that are being discriminated against by court sanctioned preferential behavior are not given the notice and/or do not have the knowledge to allow them to appear and object to the entry of the CVO.

<b>Part Two of a Two-Part Article.</b> In our article that appeared in last month's issue, we discussed the special rule contained in Section 382(l)(5) with respect to the use of net operating losses by a company that has restructured under the protection of the bankruptcy court. Where the stock, debt and claims against a bankrupt company are traded, companies execute lock up agreements with their stockholders or request orders from the bankruptcy court to restrict trading in the stock, debt or claims so as to protect its net operating loss carry forwards. Often, out of an excess of caution, the orders requested have been overly broad and have disrupted trading in such debt and claims. On Nov. 22, 2004, The Bond Market Association and The Loan Syndications and Trading Association announced that in a joint effort they had developed a model NOL order to address these disruptions. Part Two discusses the results.

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In theory, a borrower's issuance of junior secured debt is a boon for its senior secured lender. The borrower obtains additional capital, and the claims of the junior lender against shared collateral, since "subordinated," don't diminish the senior lender's prospects for repayment. In practice, however, a senior secured lender should view proposed junior secured financing skeptically because the existence of such debt can become highly problematic for the senior lender. The key to protecting the senior lender lies in properly negotiating and documenting the intercreditor agreement with the junior lender to eliminate, or at least minimize the myriad of ways in which the junior lender's rights may, in practice, limit -- or even trump -- those of the senior lender.

Recent rulings of interest to you and your practice.

On Dec. 6, 2004, a New York federal jury determined that the 9/11 attacks on the World Trade Center involved two "occurrences" under policies issued to leaseholder Larry Silverstein. As a result, Silverstein could get up to $1.1 billion more than if the attacks had constituted a single occurrence.

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It continues to be a great pleasure for the media relations professionals at Jaffe Associates to contribute our viewpoints on the publicity issues and trends that all of you face each day. Since becoming regular columnists for <i>Marketing the Law Firm</i>, we have covered a number of topics that we hope have been educational and even inspirational. Here, we take a look back at these columns and tell you some of next year's topics.

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I have a confession to make: I am occasionally wrong. There. I've said it, and I can move on. I've heard that admitting you have a problem is the first step towards a cure, and so I'm well on the road to recovery. Now it's time for our industry to admit it has a problem and take a similar step towards wellness ' Advertising.