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How to Negotiate and Draft Sale Documents and Pleadings in Chapter 11 Cases

Level: Intermediate
Runtime: 58 minutes
Recorded Date: December 07, 2019
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  • Introduction to Section 363 Sales
  • Process
  • Bankruptcy Code's Rules on GOB Sales
  • State and Local Legislative Restrictions on GOB Sales
  • Sources of Contention
  • Example of Common GOB Sale - S&K Famous Brands
  • Is the Sky the Limit in Section 363 Sales?
  • Key issues in Negotiating and Drafting Sale Documents
Runtime: 58 minutes
Recorded: December 7, 2019


This panel will focus on drafting skills for bankruptcy and restructuring attorneys. It is intended to provide a practical “how to” discussion and analysis of negotiating and drafting chapter 11 sale documents and pleadings, including asset-purchase agreements, bid-procedure motions and orders, sale motions and orders, and related documents. The session will also provide form documents and discuss heavily negotiated or scrutinized provisions.

This program was recorded on December 7th, 2019.

Provided By

American Bankruptcy Institute
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Jennifer B. Kimble

Lowenstein Sandler, LLP

Jennifer is a corporate restructuring attorney with more than a decade of experience representing Chapter 11 debtors, creditors’ and retiree committees, Chapter 7 trustees, and other creditors in bankruptcy proceedings, preference actions, commercial transactions, commercial litigation, and out-of-court restructurings. She has extensive experience in all aspects of Chapter 11 cases, including first day motions, noticing issues, negotiating DIP financing, 363 sales, contract assumption, 1113/1114 matters, and plan confirmation and implementation. She is skilled in claims resolution processes and well-versed in post-confirmation trusts and the litigation of Chapter 5 claims.

Jennifer offers proven skill in insolvency-related matters in the automotive industry. She has represented original equipment manufacturers and tiered suppliers in negotiating and resolving contract issues, financial disputes, tooling ownership, and other bankruptcy and litigation actions with manufacturers’ sole source suppliers to maintain just-in-time delivery.

A responsive and engaged team player, Jennifer takes the time to understand how each client defines success. She is adept at consolidating details into comprehensive solutions that support client objectives. Jennifer excels at helping companies achieve the best possible outcome during the restructuring process by analyzing and applying bankruptcy law in the context of an insolvency event.

Prior to joining the firm, Jennifer worked with a leading bankruptcy claims and noticing firm and with various commercial law firms.

Ms. Kimble received her undergraduate degree summa cum laude from Mississippi State University and her J.D. from the University of Mississippi.

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Matthew T. Faga

Markus Williams Young & Hunsicker, LLP

Matthew T. Faga is an attorney with Markus Williams Young & Hunsicker LLC in Denver, where he concentrates his practice in the areas of restructuring, bankruptcy and insolvency law, with a focus on counseling secured and unsecured creditors, corporate debtors and debtors-in-possession, purchasers, and fiduciaries in bankruptcy cases and related adversary proceedings, as well as nonbankruptcy receiverships, workouts and restructurings in Colorado and Wyoming. He is board-certified in business bankruptcy law by the American Board of Certification.

Mr. Faga has a wide range of experience representing various parties in chapter 11 cases from simple liquidations to complex reorganizations. Previously, he clerked for the chief judge of the U.S. Bankruptcy Court for the District of Colorado, and prior to clerking, he was an attorney at another boutique law firm in Denver.

Mr. Faga is an experienced speaker and presenter on many restructuring and insolvency issues, and has remained actively engaged in the bankruptcy community for well over a decade in various roles. He is a former chair of the standing local bankruptcy rules committee, and currently serves as a co-chair for the Bankruptcy Subsection of the Colorado Bar Association and as an officer of the Business Law Section Committee. He also is an adjunct professor at the University of Denver Sturm College of Law.

Mr. Faga was honored as a member of the 2017 inaugural class of ABI’s “40 Under 40” Award. He received his J.D. in 2009 from the University of Denver College of Law.

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Lynn Lewis Tavenner

Founding Member
Tavenner & Beran, PLC

Lynn Lewis Tavenner is a founding member of Tavenner & Beran, PLC in Richmond, Va., where she focuses primarily on bankruptcy, creditors’ rights, out-of-court workouts and business reorganizations. She has also served as a chapter 11 trustee and litigation trustee, and since 1997 she has been a member of the chapter 7 panel of trustees in Richmond.

Ms. Tavenner previously served two three-year terms on ABI’s Board of Directors and serves as a Fourth Circuit Council member for the Credit Abuse Resistance Education (CARE) program. She has also served has served on the Board of Governors and is a past president of the Bankruptcy Section of the Virginia State Bar, and is a Fellow of the American College of Bankruptcy.

AV-rated by Martindale-Hubbell, Ms. Tavenner has been recognized for Bankruptcy/Creditors’ Rights in several editions of The Best Lawyers in America, Virginia Super Lawyers and Virginia Business Magazine. She has also been recognized as 2013 and 2015 “Richmond Litigation-Bankruptcy Lawyer of the Year” and as the 2014 “Richmond Bankruptcy and Creditor Debtor Rights/Insolvency and Reorganization Lawyer of the Year.”

Ms. Tavenner received her undergraduate degree magna cum laude from Bridgewater College and her J.D. from Washington & Lee University School of Law, and subsequently clerked for Hon. Douglas O. Tice Jr.

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