Corporate restructuring is a business control operation. If a debtor is insolvent or almost insolvent, control is at stake on two different axes. The first axis assigns control within the existing capital structure. The declaration of insolvency results in a change of control between equity and debt. In the second axis, the company is itself on the auction block, which means that its assets, or even the entire business, can be transferred to a new owner. External investors may want to buy the business, and the choice between offerings involves serious governance concerns. This article examines the dynamics of lens control of restructuring assistance agreements (“ASRs”) – contractual agreements between creditors and, in some cases, debtors to support restructuring plans with certain agreed characteristics. We conclude that the RSAs provide a beneficial bridge between the efficiency gains of a quick “All Asset” sale and the procedural protection of a turnaround plan. However, they are also a possible avenue for opportunistic abuses. In particular, we are looking at the provisions of an RSA that hold value maximization hostage to a reorganized priority system.
That is why we argue that the courts should carefully consider the RSA and ban those who block opportunistic redeployments. The Criminal Forensic Information Services (CJIS) security policy is a shared responsibility between the Federal Bureau of Investigation (FBI) and CJIS System Agencies (CSA) and the State Identification Bureau (SIB). For new York State, the New York State Police is the CSA, and the Criminal Justice Department is the SIB. The directive covers the roles and responsibilities of the FBI and CSA, as well as service providers covered by CJIS security notifications and CJSI management control agreements. The difficulty is to distinguish beneficial RSAs from harmful aces. We believe that a basic Standard of Chapter 11 RSAs, all-value sales and a number of other transactions should govern: the common interest in maximizing value should not be held hostage by a creditor who is trying to improve his own priority. The essay begins by describing the practice of restructuring aid agreements and describes some of the anecdotal concerns raised. We then catalogue good and evil in RSAs.
Then we show how to distinguish right from wrong by focusing on haggling in the shadow of pretensions. Finally, we realize the concept of a final race around the planning process in the context of an RSA and identify the “badges of opportunism” that should lead to the conclusion that the practice is being misused. DISCLAIMER: This list refers to the frequently used acronyms, words and phrases associated with the centralized purchasing program of the NYS Office of General Services, and does not contain all the acronyms, words or phrases used in this program or in other public procurement programs. General definitions are provided only as a reference. FOB or Free On Board in the table above. Recently, in Czyzewski v. Jevic Holding Corp., the Supreme Court expressed concerns about procedural innovations that could be used to create “endruns” around the planning process and these procedural safeguards.