Sheppard's Restructure THIS!

Sheppard Mullin's Restructure THIS! podcast explores the latest trends and controversies in Chapter 11 bankruptcy, commercial insolvency and distressed investing. In this week's episode, we're joined by Kobus van der Zel, the owner of Ravinia Capital Performance Improvement, a financial advisory and investment firm in Chicago. In his conversation with host Justin Bernbrock, Kobus explains what his engineering background, military service in South Africa and the Myers-Briggs personality test has to do with financial turnarounds.

What We Discussed in This Episode:

• Looking back over your 20-year-plus turnaround career, what are some of the significant trends you've observed?
• What could those trends foreshadow for the future?
• At what point might events in the natural world, particularly the impacts of climate change, start driving "winters" in the economic cycle?
• How do trends in the context of credit cycles and special asset groups typically materialize for small family enterprises all the way up to sponsor-backed companies?
• Could advisory, service-based firms in the restructuring industry better use social media and multimedia platforms to drive business development?
• What are some of the challenges and strategies that come into play when exiting a business?

About Kobus van der Zel

With more than 28 years of experience in business improvement, Kobus van der Zel is passionate about helping overleveraged companies reverse the root causes of past underperformance, return to market-share growth, and achieve optimum business value in future sale transactions. As the owner of Ravinia Capital Performance Improvement, he works with business owners to realize higher valuations and effectuate successful turnarounds when they need it most. Over the last several years, Kobus has successfully guided numerous middle-market companies, including Swisher Hygiene, West Coast Commercial Printer, and Cycle Force, through the turnaround process. He is author of the 2011 book, The Forces of Progress, an exploration of the factors that fuel or hamper progress in modern companies.

About Justin Bernbrock

Justin Bernbrock is a partner in the Finance and Bankruptcy Practice Group in Sheppard Mullin's Chicago office, where he focuses on all aspects of corporate restructuring, bankruptcy and financial distress. He represents clients across a wide range of matters, including debtor and creditor representations. He has substantial experience in out-of-court and in-court restructurings, primarily in the Southern District of New York, Eastern District of Virginia, District of Delaware and Southern District of Texas.

Contact Information

Kobus van der Zel

Justin Bernbrock

Resources

https://www.rcpi-capital.com/

Thank you for listening! Don't forget to SUBSCRIBE to the show to receive every new episode delivered straight to your podcast player every week.

If you enjoyed this episode, please help us get the word out about this podcast. Rate and Review this show in Apple Podcasts, Amazon Music, Google Podcasts, Stitcher or Spotify. It helps other listeners find this show.

This podcast is for informational and educational purposes only. It is not to be construed as legal advice specific to your circumstances. If you need help with any legal matter, be sure to consult with an attorney regarding your specific needs.

This episode is a replay of Episode 13 which originally aired on September 7, 2022.

Sheppard Mullin's Restructure THIS! podcast explores the latest trends and controversies in chapter 11 bankruptcy, commercial insolvency, and distressed investing. In this week's episode, we're joined by Cullen Drescher Speckhart, Chair of Cooley's business restructuring & reorganization practice and partner in charge of its Washington, DC office, and Rachel Ehrlich Albanese, Chair of DLA Piper's U.S. Restructuring practice and a partner in the firm's New York office, to discuss the ever-present challenge of recruiting, retaining and advancing women lawyers and professionals in the restructuring industry.

What We Discussed in this Episode:

• Men account for a majority of the lawyers and other professionals in the restructuring industry. What explains this lack of parity?
• Is having women in leadership positions important to encouraging other women to aspire to those heights?
• As head of your respective firm's restructuring groups, what are your observations regarding women's experiences in law today?
• Do you spend time, energy and effort helping men in your group understand the contributions women attorneys and professionals can make?
• Can you tell us a bit about your personal development and how you each came to be the woman you are today?
• What has had the most significant impact on your success in the restructuring industry?
• What should law firm leaders focus on as they work to improve gender parity going forward?

Rachel Ehrlich Albanese

Rachel is Chair of DLA Piper's U.S. Restructuring practice and a partner in the firm's New York office. She has nearly 20 years of experience representing secured and unsecured creditors, debtors, equity holders, purchasers of distressed assets, and other parties in interest in a wide range of restructuring matters, including cases under chapter 11 of the U.S. Bankruptcy Code, out-of-court workouts, and cross-border insolvency proceedings.

Rachel has been involved in Puerto Rico's current restructuring efforts since their earliest days when she participated in dozens of meetings with U.S. Congress members and staff to develop the law that ultimately became PROMESA. She has subsequently been instrumental in many of DLA Piper's PROMESA-related matters.

About Cullen Drescher Speckhart

Cullen is Chair of Cooley's business restructuring & reorganization practice and partner in charge of its Washington, DC office. She is a top advocate in corporate restructuring and financial litigation, with a diverse practice spanning a range of industries, including healthcare, life sciences, technology, energy, and retail.

In addition to her deep experience in complex insolvency litigation, Cullen has led some of the largest and most significant restructuring engagements in a multitude of jurisdictions, including serving as lead restructuring counsel to official creditor constituencies in Mallinckrodt and LTL Management (Johnson & Johnson), Le Tote, and 24 Hour Fitness.

Contact Information

Cullen Drescher Speckhart

Rachel Ehrlich Albanese

Resources

"Rachel Albanese Speaks On Independent Directors"

Thank you for listening! Don't forget to SUBSCRIBE to the show to receive every new episode delivered straight to your podcast player every week.

If you enjoyed this episode, please help us get the word out about this podcast. Rate and Review this show in Apple Podcasts, Amazon Music, Google Podcasts, Stitcher or Spotify. It helps other listeners find this show.

This podcast is for informational and educational purposes only. It is not to be construed as legal advice specific to your circumstances. If you need help with any legal matter, be sure to consult with an attorney regarding your specific needs.

Sheppard Mullin's Restructure THIS! podcast explores the latest trends and controversies in chapter 11 bankruptcy, commercial insolvency and distressed investing. In this episode, FTI Consulting Senior Managing Director Heath Gray joins host Justin Bernbrock to discuss current trends in the tech world. Their enlightening conversation touches on a wide range of topics, including Covid's long-term effects on the industry, the future of crypto and how the state of the economy might impact social media companies.

What We Discussed In This Episode:

1. What's behind the massive layoffs at major tech companies?
2. COVID really underlined the importance of technology, both for remote work versus in-person positions. What were some of the struggles that plagued the tech market vs. other types of businesses?
3. The majority of us live our lives on social media. But current economic conditions, especially inflation, have begun placing a great deal of pressure on social platforms. Beyond cost savings actions, what other steps can these platforms take to protect themselves?
4. Crypto continues to dominate the news on a regular basis, and we've started seeing lawsuits that raise a range of novel issues, including many that are being resolved in real-time. Have we reached a point where the government needs to decide whether this industry should be regulated differently?
5. How could the rise of social media companies and the emergence of more tech-based tech-based impact technology? What sort of pressure will current economic conditions bring to bear on subscriber services?

About Heath Gray

Heath Gray is a senior managing director at FTI Consultancy, where he specializes in advising public and private companies on large-scale transformations, turnarounds and transactions. Mr. Gray regularly serves in interim executive roles and as a senior advisor to management teams, boards of directors, special committees and private equity investors. He has extensive experience with complex international M&A and restructuring matters, crisis management and corporate governance.

About Justin Bernbrock

Justin Bernbrock is a partner in the Finance and Bankruptcy Practice Group in Sheppard Mullin's Chicago office, where he focuses on all aspects of corporate restructuring, bankruptcy and financial distress. He represents clients across a wide range of matters, including debtor and creditor representations. He has substantial experience in out-of-court and in-court restructurings, primarily in the Southern District of New York, Eastern District of Virginia, District of Delaware and Southern District of Texas.

Contact Information

Heath Gray

Justin Bernbrock

Thank you for listening! Don't forget to SUBSCRIBE to the show to receive every new episode delivered straight to your podcast player every week.

If you enjoyed this episode, please help us get the word out about this podcast. Rate and Review this show in Apple Podcasts, Amazon Music, Google Podcasts, Stitcher or Spotify. It helps other listeners find this show.

This podcast is for informational and educational purposes only. It is not to be construed as legal advice specific to your circumstances. If you need help with any legal matter, be sure to consult with an attorney regarding your specific needs.

Sheppard Mullin's Restructure THIS! podcast explores the latest trends and controversies in chapter 11 bankruptcy, commercial insolvency and distressed investing. In this episode, Sheppard Mullin partner and former Illinois Assistant Attorney General Bill Kane joins host Justin Bernbrock to discuss current trends in Special Purpose Acquisition Company ("SPACs") deals, including how a cooling economy creates the potential for more SPAC-related litigation and how an uptick in such litigation could ultimately result in more restructuring activity.

What We Discussed In This Episode:

1. What's behind the recent surge in the popularity of SPACs?
2. What are some common issues you're seeing emerge in regards to SPAC litigation?
3. How could the overall cooling of financial markets impact disputes over SPAC investments?
4. Which SPAC-related claims are most likely to succeed and which are not?
5. Going forward, what do you see for restructuring professionals concerning SPACs?

About Bill Kane

As a partner in Sheppard Mullin's Chicago litigation group, Bill Kane's national litigation practice focuses on complex commercial litigation and advice across industry sectors in corporate governance, director and officer issues, shareholder rights, media/entertainment and regulatory issues. He has more than 30 years of experience representing clients before trial and appellate courts, administrative agencies, private mediations and arbitrations. Bill previously served as an Assistant Attorney General in the Illinois Attorney General's office where he represented the legislative, executive, and judicial branches of state government.

He actively represents clients in contract disputes, business tort claims, antitrust, and consumer protection issues. Bill further has experience in Special Purpose Acquisition Company or SPAC litigation. In addition to his experience in SPAC-related litigation, Bill also represents clients in contract disputes, business tort claims, antitrust and consumer protection issues. His practice includes representing private equity investors, along with directors and officers in partnership and shareholder litigation.

About Justin Bernbrock

Justin Bernbrock is a partner in the Finance and Bankruptcy Practice Group in Sheppard Mullin's Chicago office, where he focuses on all aspects of corporate restructuring, bankruptcy and financial distress. He represents clients across a wide range of matters, including debtor and creditor representations. He has substantial experience in out-of-court and in-court restructurings, primarily in the Southern District of New York, Eastern District of Virginia, District of Delaware and Southern District of Texas.

Contact Information

Bill Kane

Justin Bernbrock

Thank you for listening! Don't forget to SUBSCRIBE to the show to receive every new episode delivered straight to your podcast player every week.

If you enjoyed this episode, please help us get the word out about this podcast. Rate and Review this show in Apple Podcasts, Amazon Music, Google Podcasts, Stitcher or Spotify. It helps other listeners find this show.

This podcast is for informational and educational purposes only. It is not to be construed as legal advice specific to your circumstances. If you need help with any legal matter, be sure to consult with an attorney regarding your specific needs.

Sheppard Mullin's Restructure THIS! podcast explores the latest trends and controversies in chapter 11 bankruptcy, commercial insolvency and distressed investing. This week, Susan E. Lester, Global ESG Senior Counsel on the Marketing/IP legal team at McDonald's Corporation, joins us to discuss ESG – environmental, social and governance – in the post-pandemic economy, including the factors driving companies to embrace ESG and sustainability and the legal risk associated with ESG messaging.

Susan is also a mother of two and, as such, became a vocal advocate for working parents, particularly mothers, whose struggles came into clear focus during the pandemic. She graciously agreed to share her experience on this critical topic as well.

What We Discussed in This Episode:

1. As McDonald's' Global ESG Senior Counsel, what is your role?
2. Why do you think ESG topics have gained such immense traction in the past two years?
3. What are the legal risks that companies face in ESG messaging?
4. DEI, or diversity, equity and inclusion, is a part of the "S" in ESG. How has the pandemic impacted the inclusion of women in the workforce?
5. What can corporations do to support working parents, specifically working moms?

About Susan E. Lester

Susan E. Lester graduated magna cum laude of the University of Illinois College of Law in 2012. Prior to joining McDonald's' Corporation, Susan worked at Kirkland & Ellis LLP in the IP Litigation group. She was with McDonald's Corporation for nearly seven years when she transitioned to her current role as Global ESG Counsel with their Marketing/IP team. Susan coordinates legal support for business teams carrying out or reporting McDonald's' various ESG initiatives.

Thank you for listening! Don't forget to SUBSCRIBE to the show to receive every new episode delivered straight to your podcast player every week.

If you enjoyed this episode, please help us get the word out about this podcast. Rate and Review this show in Apple Podcasts, Amazon Music, Google Podcasts, Stitcher or Spotify. It helps other listeners find this show.

This podcast is for informational and educational purposes only. It is not to be construed as legal advice specific to your circumstances. If you need help with any legal matter, be sure to consult with an attorney regarding your specific needs.

Sheppard Mullin's Restructure THIS! podcast explores the latest trends and controversies in chapter 11 bankruptcy, commercial insolvency and distressed investing. In this week's episode, Professor Robert Lawless of the University of Illinois College of Law joins us to discuss the intersection of bankruptcy and arbitration, including the enforceability of arbitration agreements in bankruptcy and the frameworks bankruptcy courts should use to determine when such an agreement is enforceable.

What We Discussed in This Episode

• What is the tension between the Federal Arbitration Act and the Bankruptcy Code?
• What framework should the courts use to determine when an arbitration agreement is enforceable in bankruptcy?
• Are there any actions that frequently arise in the bankruptcy context that should or should not be subject to arbitration?
• Is there value in arbitration in bankruptcy where there is no pre-dispute agreement in place? When should courts take that approach?

About Professor Robert M. Lawless

Professor Lawless is the Max L. Rowe Professor of Law and co-director of the Program on Law, Behavior and Social Science at the University of Illinois College of Law. He specializes in bankruptcy, consumer finance and business law.

Professor Lawless also co-authored the ninth edition of Secured Transactions: A Systems Approach, a leading textbook on secured transactions, as well as Empirical Methods in Law, a textbook on empirical methodologies. He administers and contributes to the blog Credit Slips, participates in the Consumer Bankruptcy Project, and serves as an associate editor for the Law & Society Review. Professor Lawless has testified before Congress, and his work has been featured in major media outlets such as C-SPAN, CNN, CNBC, NPR, The New York Times, the Wall Street Journal, Last Week Tonight with John Oliver, ABC News and the Financial Times.

Contact Information

Professor Robert M. Lawless

Thank you for listening! Don't forget to SUBSCRIBE to the show to receive every new episode delivered straight to your podcast player every week.

If you enjoyed this episode, please help us get the word out about this podcast. Rate and Review this show in Apple Podcasts, Amazon Music, Google Podcasts, Stitcher or Spotify. It helps other listeners find this show.

This podcast is for informational and educational purposes only. It is not to be construed as legal advice specific to your circumstances. If you need help with any legal matter, be sure to consult with an attorney regarding your specific needs.

Sheppard Mullin's Restructure THIS! podcast explores the latest trends and controversies in chapter 11 bankruptcy, commercial insolvency, and distressed investing. In this week's episode, we're joined by Cullen Drescher Speckhart, Chair of Cooley's business restructuring & reorganization practice and partner in charge of its Washington, DC office, and Rachel Ehrlich Albanese, Chair of DLA Piper's U.S. Restructuring practice and a partner in the firm's New York office, to discuss the ever-present challenge of recruiting, retaining and advancing women lawyers and professionals in the restructuring industry.

What We Discussed in this Episode:

• Men account for a majority of the lawyers and other professionals in the restructuring industry. What explains this lack of parity?
• Is having women in leadership positions important to encouraging other women to aspire to those heights?
• As head of your respective firm's restructuring groups, what are your observations regarding women's experiences in law today?
• Do you spend time, energy and effort helping men in your group understand the contributions women attorneys and professionals can make?
• Can you tell us a bit about your personal development and how you each came to be the woman you are today?
• What has had the most significant impact on your success in the restructuring industry?
• What should law firm leaders focus on as they work to improve gender parity going forward?

About Rachel Ehrlich Albanese

Rachel is Chair of DLA Piper's U.S. Restructuring practice and a partner in the firm's New York office. She has over 20 years of experience representing secured and unsecured creditors, debtors, equity holders, purchasers of distressed assets, and other parties in interest in a wide range of restructuring matters, including cases under chapter 11 of the U.S. Bankruptcy Code, out-of-court workouts, and cross-border insolvency proceedings.

Rachel has been involved in Puerto Rico's current restructuring efforts since their earliest days when she participated in dozens of meetings with U.S. Congress members and staff to develop the law that ultimately became PROMESA. She has subsequently been instrumental in many of DLA Piper's PROMESA-related matters.

About Cullen Drescher Speckhart

Cullen is Chair of Cooley's business restructuring & reorganization practice and partner in charge of its Washington, DC office. She is a top advocate in corporate restructuring and financial litigation, with a diverse practice spanning a range of industries, including healthcare, life sciences, technology, energy, and retail.

In addition to her deep experience in complex insolvency litigation, Cullen has led some of the largest and most significant restructuring engagements in a multitude of jurisdictions, including serving as lead restructuring counsel to official creditor constituencies in Mallinckrodt and LTL Management (Johnson & Johnson), Le Tote, and 24 Hour Fitness.

Contact Information

Cullen Drescher Speckhart

Rachel Ehrlich Albanese

Resources

"Rachel Albanese Speaks On Independent Directors"

Sheppard Mullin's Restructure THIS! podcast explores the latest trends and controversies in chapter 11 bankruptcy, commercial insolvency, and distressed investing. In this week's episode, Matthew Dundon, Principal of Dundon Advisors, LLC, joins us to discuss current topics related to unsecured creditors' committees. In doing so, Matt shares some of his most memorable experiences serving as an advisor and investor in the restructuring industry. Matt founded Dundon Advisers, LLC in 2016. He and his team manage complex credit and credit-linked assets for institutional clients, provide restructuring advice to creditors, debtors, financiers, and distressed asset purchasers, and act as broker and counterparty advisors in non-securities credit originations and secondary transactions.

Matt has been a global credit, litigation, and distressed investment leader for over 13 years. Prior to founding Dundon Advisors, he served as research head at Miller Tabak Roberts Securities (2006-2010) and portfolio manager at Pine River Capital and Advent Capital (2010-2016). From 1998-2006, he held roles as a corporate finance lawyer and analyst 1998-2006.

Matt attended the University of California at Berkeley as an undergraduate before earning his law degree at the University of Chicago.

What We Discuss In this Episode:

• How Matt got to where he is today;
• What the office of the U.S. Trustee looks for when appointing committee members;
• The role an unsecured creditors' committee should play in a chapter 11 case;
• The merits of the the Subchapter 5 process; and
• Advice for professionals seeking to advise unsecured creditors' committees.

Contact Information:

Matthew Dundon

Sheppard Mullin's Restructure THIS! podcast explores the latest trends and controversies in Chapter 11 bankruptcy, commercial insolvency, and distressed investing. For this episode, Ben Finestone of Quinn Emanuel, David Dunn from Province, and Cesar Bello of Corbin Capital join us to discuss the litigation risks to private equity sponsors in Chapter 11 bankruptcy, including potential fraudulent transfer and breach of fiduciary duty claims, what triggers prepetition investigation into a sponsor's conduct, and the role that litigation finance can play in reaching a fair settlement.

Ben Finestone

Ben Finestone is a Partner with Quinn Emanual, a litigation firm with offices in 11 different countries on four continents. As a Partner in the firm's New York City Office, his areas of practice include Bankruptcy & Restructuring and Lender Liability & Other Banking Financial Institution Litigation.

David Dunn

David Dunn is a Principle at Province, a nationally-recognized financial advisory firm focusing on growth opportunities, restructurings, and fiduciary-related services. As a Principle, he serves in executive officer roles, as advisor to or member of boards of directors, in ad hoc and official creditors' committees, and as a Litigation/Liquidating Trustee, Plan Administrator, or Examiner.

Cesar Bello

Cesar is a Partner for Research and Portfolio Management with Corbin Capital Partners, an independent alternative asset management firm offering multi-strategy hedge fund and opportunistic credit investing to clients throughout the United States. He works mainly on the firm's private investment program, leading the litigation finance effort, while also focusing on private credit secondaries, structured credit transactions, manager seeding, and workouts.

What We Discussed in This Episode:

• What are the litigation risks when a restructuring situation involves the distressed portfolio company of a private equity sponsor?
• Why has there been such a focus on the pre-petition conduct of sponsors?
• Does a pre-petition investigation into a sponsor's conduct always make sense?
• How do various causes of action, such as fraudulent transfer and fiduciary duty claims, typically play out after a Chapter 11 filing?
• Given the difficulty of proving fraudulent transfer claims, why do they remain significant targets for firms that provide litigation finance?
• Are breaches of fiduciary duties that give rise to liability fairly prevalent? Or are these claims more often a scare tactic employed by creditors' committees?
• In light of the potential for breaches of fiduciary duty claims, should an individual board member of a distressed entity consider retaining separate counsel?
• How should a lawyer prepare a director or officer who will potentially testify in bankruptcy court?
• Are there specific ethical issues from the perspective of litigation finance?
• Could litigation finance be leveraged for debtor-in-possession financing?

Contact Information:

Ben Finestone

David Dunn

Cesar Bello

This podcast is for informational and educational purposes only. It is not to be construed as legal advice specific to your circumstances. If you need help with any legal matter, be sure to consult with an attorney regarding your specific needs.

This episode of Restructure THIS! features a panel discussion held live April 29th at the American Bankruptcy Institute's Annual Spring Meeting in Washington, D.C. Guests Matthew Guill of Configure Partners, Maja Zerjal Fink of Arnold & Porter and Jeffery Dutson of King & Spalding discuss the challenges that secured creditors now face in bankruptcy asset sales, including imperfect information and potential caps to credit bidding post-Fisker. They also explore ways that a secured lender can maximize optionality in a sale process, the procedural or regulatory pitfalls that secured lenders may face post-filing, and how to placate other parties in the capital stack (e.g., an unsecured creditors' committee) that oppose a proposed asset sale.

Matthew Guill

As a Director with Configure Partners, Matt has advised companies, lenders, sponsors, and governments on an array of complex financing and restructuring issues, M&A activity, and general strategic advisory assignments. Matt came to Configure Partners from Greenhill & Co.'s Financing Advisory and Restructuring practice, where he most recently served as a Principal.

Maja Zerjal Fink

As a Partner at Arnold & Porter in New York City, Maja presents clients in distressed situations, corporate reorganizations, distressed investment litigation, and insolvency proceedings in the United States and across the globe. She has represented clients in numerous high-profile restructurings and some of the nation's largest reorganization, including restructuring Puerto Rico's outstanding debt load of more than $74 billion.

Jeffery Dutson

As a Partner in King & Spalding's Leveraged Finance and Restructuring Group, Jeff represents banks and other investors in connection with their most complex financings, restructurings, and bankruptcy matters. He also frequently represents corporate debtors in Chapter 11 bankruptcy cases throughout the country, as well as buyers and sellers in distressed M&A transactions.

What We Discussed in This Episode:

• What strategies can be employed when a client isn't willing to be flexible?
• What risks are inherent when a client is willing to be flexible?
• What hurdles need to be overcome when advising a secured lender group?
• Are any overriding themes applicable no matter where the lender sits?
• What are some pre-petition debt-acquisition themes related to opportunity?
• How are clients typically advised when a sales process is on the horizon?
• When is it time to push for a sale?
• If it's apparent that Chapter 11 will be necessary, is it wise to begin the filing process first? Or does it make more sense to commence the sales process pre-petition?
• What strategies might a lender employ in a consensual vs. non-consensual sales situation?
• Is representation & warranty insurance necessary?
• What is credit bidding?
• How can a credit bid be leveraged, either as a strategy or a defense?
• Can there be a fair process that permits a committee to test liens while at the same time promoting the sale of a going concern?
• What are the pros and cons of a stand-alone sale vs. a planned sale?
• What are some considerations for lender groups that will own an asset on the back-end?
• Is collusion really that big of an issue?

Contact Information:

Matthew Guill

Maja Zerjal Fink

Jeffrey Dutson

This podcast is for informational and educational purposes only. It is not to be construed as legal advice specific to your circumstances. If you need help with any legal matter, be sure to consult with an attorney regarding your specific needs.