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Attorneys and Advisors for All of Us: Representation of Directors and Managers in the Sale of Debtors Assets

Level: Advanced
Runtime: 58 minutes
Recorded Date: December 07, 2018
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  • Role of Independent Directors
  • Corporate Analysis
  • Pre-petition Appointment of Independent Directors
  • Post-Petition Role of ID's
  • Puerto Rico Sales Tax Financing Corporation (COFINA)
  • PROMESA Title III Structure
  • Disputes Regarding COFINA Structure and Ownership of Pledges Sales and Use Tax
  • Stipulated Resolution of Procedure for Commonwealth-COFINA Dispute
Runtime: 1 hour
Recorded: December 7, 2018


This panel will focus their discussion on the need for disinterested independent directors to employ their own counsel/FAs/IBs in connection with the sale of assets. The main topic will be based on the facts in the Toys “R” Us case, where six groups of independent managers and directors have their own separate counsel and advisors.

The panelists believe that similar facts exist in other recent cases, and more cases will reflect this in the future. The panel will discuss such topics as the need for this type of representation, the costs associated and how such costs are accounted for in the case, and what other legal and ethical implications all of this can have on the sale of a debtor’s assets.

This program was recorded as part of ABI's Winter Leadership Conference on December 7th, 2018.

Provided By

American Bankruptcy Institute
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Aparna V. Yenamandra

Associate, Restructuring
Kirkland & Ellis LLP

Aparna V. Yenamandra is a restructuring associate in the New York office of Kirkland & Ellis LLP. Her representative matters including representing Charming Charlie, a Houston-based specialty retailer focused on fashion jewelry, handbags, apparel, gifts and beauty products, in its chapter 11 restructuring in the U.S. Bankruptcy Court for the District of Delaware; Linn Energy, LLC and its affiliates in its chapter 11 cases filed in the U.S. Bankruptcy Court for the Southern District of Texas; Aspect Software Inc., a leading provider of software and technology solutions for customer care centers worldwide, in its prearranged restructuring; and Energy Future Holdings Corp. and 70 of its affiliates in their prearranged chapter 11 cases in the U.S. Bankruptcy Court for the District of Delaware.

Ms. Yenamandra received her B.A. cum laude in economics and political science in 2009 from New York University and her J.D. magna cum laude in 2012 from Villanova University School of Law, where she was a member of the Order of the Coif and an associate editor of the Villanova Law Review.

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Harvey L. Tepner

Independent Corporate Director

Harvey L. Tepner has served as a Director of Core-Mark since August 2004 and is on the Board of the Post Confirmation Trust of the Fleming Companies. Mr. Tepner is a Principal of WL Ross & Co. LLC, a private equity and alternative investment fund manager (and a subsidiary of Invesco Ltd., a public mutual fund and asset management company), having joined WL Ross in February 2008.

From 2002 to 2008, Mr. Tepner was a Partner at Compass Advisers, LLP in charge of its investment banking restructuring practice. Prior to that time, Mr. Tepner was a Managing Director of Loeb Partners Corporation from 1995 to 2002, and prior to Loeb, Mr. Tepner served as an officer in the corporate finance departments of Dillon, Read & Co. Inc. and Rothschild Inc.

Mr. Tepner began his career with Price Waterhouse in Canada and is a Chartered Accountant and Chartered Professional Accountant (Canada). Mr. Tepner is a member of the Board of Directors of International Textile Group, Inc. and other private companies affiliated with WL Ross.

Mr. Tepner was nominated to serve on the Board of Core-Mark based upon his knowledge of the Company and the wholesale distribution industry, his significant financial and accounting knowledge and the strategic and financial insight he provides from his experience restructuring and advising companies as an investment banker and a private equity investor.

Mr. Tepner received a Bachelor of Arts degree from Carleton University and a Masters of Business Administration degree from Cornell University. 

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Hon. Barbara J. Houser

Chief Judge
U.S. Bankruptcy Court, Northern District of Texas

Barbara J. Houser is the chief bankruptcy court judge for the Northern District of Texas. Judge Houser was sworn in by Chief Judge Carolyn Dineen King as the first female bankruptcy judge in the Northern District on January 20, 2000.

Upon graduation from law school, Judge Houser joined Locke, Purnell, Boren, Laney & Neeley in Dallas and became a shareholder in 1985. She joined Sheinfeld, Maley & Kay PC in 1988 as the shareholder in charge of the Dallas office and remained there until she was sworn in as a bankruptcy judge on Jan. 20, 2000.

Judge Houser was named President-Elect of the National Conference of Bankruptcy Judges, her term began on Oct. 21, 2009.

Judge Houser was born in Scottsbluff, Nebraska, in 1954 and was admitted to the Texas Bar in 1978. She received her B.S. degree with honors in 1975 from the University of Nebraska and her law degree from Southern Methodist University School of Law in 1978.

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Robert M. Fishman

Fox Rothschild LLP

Bob resolves difficult financial issues for clients and partners with them to find the most efficient and beneficial solution.

Chair of the firm's Financial Restructuring & Bankruptcy Department, he represents debtors and creditors through the bankruptcy process and in informal, out-of-court workouts. He has represented clients in numerous industries including health care, telecommunications, manufacturing, real estate, retail, transportation and financial services. Highly experienced, Bob has participated in all aspects of the bankruptcy process. He has represented trustees, debtors, creditors and equity committees, secured and unsecured creditors, purchasers of assets and litigants in adversary proceedings.

Bankruptcy mediation has become a significant part of Bob’s practice. He was appointed the Special Mediator in the Lauth Investment Properties, LLC (Indiana) case and successfully assisted parties in reaching a global settlement that allowed for the confirmation of a Chapter 11 plan of reorganization. Bob was retained as the Mediator in the Eastern Livestock Co., LLC (Indiana) case and mediated a nine-party set of controversies that ultimately led to a settlement between seven of the parties and allowed the Trustee’s plan to be confirmed. Bob has also mediated numerous traditional two-party disputes such as preference, fraudulent conveyance and automatic stay controversies.

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