Business Restructuring Review

In this issue:

• Chrysler Sells Assets to Fiat-Led "New Chrysler" After Unprecedented Court Proceedings
  Jones Day stewarded Chrysler LLC and its affiliates through a groundbreaking chapter 11 case that involved bankruptcy-court approval of a sale of the companies’ assets to a consortium led by Italian automaker Fiat S.p.A and the successful defense of the sale order on appeal to the U.S. Supreme Court.
• The Evolution of a Majority Rule: Two Circuits Rule Payments to Shareholders in Private LBOs Shielded From Avoidance by Settlement Payment Defense
  The Sixth and Eighth Circuits concluded as a matter of first impression that section 546(e) of the Bankruptcy Code applies to both public and private securities transactions, establishing a majority rule among the circuits on the issue.
• Newsworthy
• IMO Car Wash—Valuation in the Context of a U.K. Scheme of Arrangement
  The U.K. High Court recently considered how a company should be valued in the context of a scheme of arrangement under the U.K. Companies Act 2006, ruling that the focus should be on the price that a willing purchaser would pay at the time of the transaction.
• Reports of the Demise of Senior-Class Gifting in Chapter 11 an Exaggeration
  A ruling recently handed down by a New York bankruptcy court indicates that senior-class "give-ups" continue to be an important catalyst toward achieving confirmation of a chapter 11 plan.
• In Brief: Ninth Circuit Weighs In on Insured-versus- Insured Exclusion in Chapter 11
  The Ninth Circuit held that " for purposes of the insured versus insured exclusion, the pre-filing company and the company as debtor in possession are the same entity" such that breach of statutory and fiduciary duty claims against a debtor’s officers and directors were excluded from coverage even though such claims had been assigned under a chapter 11 plan to a creditor litigation trust.
• U.K. Perspective—Recognition of Overseas Insolvency Procedures: Spoiled for Choice?
  Discussing recent developments concerning recognition of cross-border bankruptcy and insolvency proceedings in the U.K.