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Talk about a balance of power. Debtors want to sell assets for maximum value. Bidders want to buy cheaply and with finality. While debtors want flexible auctions, if the rules are open-ended, bidders will stay home. So what happens to bidder confidence when, after the auction concludes, but before the sale is approved, a late bidder offers more money? Bankruptcy courts must weigh the potential benefits to the estate against the reasonable expectations of the auction participants and the impact of accepting a late bid on the integrity of bankruptcy auctions. Recently, the Seventh Circuit examined this tension in <i>Corporate Assets, Inc. v. Paloian</i>, 368 F.3d 761 (7th Cir. 2004) (<i>Paloian</i>) [as analysed in last month's issue].
Features
There has been a perceptible increase in the number of bankruptcy transactions taking place with the underlying arrangements being placed under seal. In other instances, the debtor indicates in its motion seeking approval of the transaction that it will not be providing the underlying agreement on which the transaction is based except to the major parties in the case (typically the judge, the creditors' committee, the DIP lenders and the United States Trustee). The burden then shifts to parties in interest to seek to obtain the information if they desire to review it. Part One of a Two-Part Article.
On Aug. 25, 2004, the Federal Trade Commission (FTC) released its long-anticipated report on its proposed changes to the FTC Rule on Franchising and Business Opportunity Ventures (FTC Rule). When the new FTC Rule comes into effect, franchisors will have to make significant changes to their existing disclosure documents and follow new rules for how and when they are delivered to prospective franchisees. There are also new exemptions for large transactions and large franchisees, and the FTC Rule will not apply to international franchise locations.
Features
Our readers, from time to time, contact me to suggest that we run an article on one topic or another (and I always welcome such requests). A number of…
Features
It is not uncommon for a holding company (or private equity fund) to have at least one operating subsidiary (or portfolio company) that is underperforming relative to the other companies it owns. Sometimes problems can be fixed and fortunes reversed. Other times, however, the subsidiary/portfolio company continues to struggle and may eventually become truly distressed and even insolvent. At some point, the strategic decision will be made to discontinue the operating subsidiary's business. When this occurs, strategy must be quickly developed and executed to minimize any ongoing losses and to maximize the recovery for the subsidiary's stakeholders. <br>Any business strategy should be approached with an informed understanding of the overall legal landscape, as well as the specific risks and potential rewards associated with each of the parent's available options. Likewise, the parent must understand its position in the decision-making process relative to those of the insolvent subsidiary's other obligees ' its creditors.
Features
Highlights of the latest franchising news from around the country.
Highlights of the latest franchising cases from around the country.
On Aug. 25, the Federal Trade Commission released a proposed final rule, "Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures," known more commonly as the Franchise Rule. FBLA's editorial staff is now working on an in-depth analysis of the Franchise Rule in a special report that will be distributed to all subscribers. Check our Web site at www. ljnonline.com/alm?franchising for the most up-to-date coverage. To read the proposed Franchise Rule, go to the FTC's Web site at <a href="http://www.ftc.gov/opa/2004/08/franchiserule.htm">www.ftc.gov/opa/2004/08/franchiserule.htm. </a>
Features
On July 13, 2004, Domino's Pizza completed an initial public offering (IPO) and was transformed from a privately held franchisor of nearly 2000 restaurants worldwide (1300 in the United States) to a publicly traded company listed on the New York Stock Exchange. In this interview, Elisa D. Garcia C., Domino's Pizza executive vice president and general counsel, gives a quick overview of how Domino's worked with its franchisees to make the IPO a success.
Features
The high cost of discovery, especially e-discovery, has caused franchisors to frequently look to alternative dispute resolution. However, this is not always possible. Even when it is, it is not always wise to lose the benefits of an actual trial. Confidence that you can efficiently handle electronic discovery leaves all options open and also makes a positive result more likely.