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Litigation Issues Arising from M&A Transactions - Litigating Bankruptcy and Fraudulent Conveyance Issues in M&A Deals: Are the Consequences Real or Imaginary?

December 18, 2017


Presentation Slides

Enforceability of “Termination on Bankruptcy” or Ipso Facto Contract Clauses

Fraudulent Conveyance Basics and Avoiding Post-Closing Challenges

Enforceability of Waiver of Automatic Stay

San Francisco Partner Meryl Macklin and Los Angeles Partner Sharon Weiss and Counsel Rosario Vizzie hosted a webinar Dec. 7 on the litigation bankruptcy and fraudulent conveyance issues in M&A deals.

The Bryan Cave team reviewed standard bankruptcy clauses in the merger and acquisition context and common misperceptions about their true intended effect and enforceability. They discussed termination in bankruptcy or ipso facto clauses, waiver of automatic stay provisions, and potential fraudulent transfer challenges. In addition, they discussed actual and constructive fraudulent conveyance basics and due diligence steps to head off these potentially dangerous post-closing challenges.

Macklin is a trial lawyer with more than 30 years of experience trying and resolving complex business disputes. She has served as lead trial counsel for clients ranging from major corporations to small startups in dozens of high-exposure cases in state and federal courts around the country. Her trial experience has enabled her to develop targeted litigation strategies even when handling cases likely to settle, avoiding unnecessary and costly motion and discovery practice where possible.

Weiss has extensive experience in a wide area of insolvency matters from various perspectives, including representation of creditors, individual and corporate debtors, trustees and creditors’ committees. She has served as lead trial counsel in bankruptcy and commercial litigation, including alternative dispute resolution, and has considerable experience in handling fraud and Ponzi scheme litigation and bankruptcy appeals, which have resulted in published Ninth Circuit opinions. Her clients include parties engaged in banking, real estate, consumer electronics, health care, restaurant, garment, entertainment and retail sales industries.

Vizzie has handled a variety of complex commercial litigation matters focusing on a broad range of contract disputes involving major insurance companies, financial institutions, media and public relations firms, mortgage companies, manufacturers, distributors and retail businesses. His litigation experience includes trademark, copyright, unfair competition, unfair business practices, antitrust, entertainment, securities, products liability, tort, breach of contract and breach of warranty actions.