Bracewell & Giuliani


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  1. Delaware Supreme Court Confirms The Path to Business Judgment Review In Controlling Stockholder Transactions

    March 18, 2014

    On March 14, 2014, the Delaware Supreme Court issued its eagerly-awaited decision in Kahn v. M&F Worldwide Corp., No. 334, 2013 (Del. March 14, 2014).  The Court affirmed the Chancery Court’s holding (Strine, C.) that the deferential business judgment standard of judicial review – rather than the rigorous entire fairness standard – will apply to a controlling stockholder transaction if, from the outset, the transaction is (i) subject to negotiation and approval by an independent special committee empowered to say no, and (ii) conditioned on and approved by an uncoerced, fully informed majority of the minority stockholder vote.  more…

  2. Third Circuit Finds Clouds Over Debt Trades in Bankruptcy

    November 18, 2013

    In a closely-watched case, the United States Court of Appeals for the Third Circuit recently affirmed the decision of the Delaware District Court, holding that bankruptcy claims are subject to disallowance under section 502(d) of the Bankruptcy Code despite their subsequent sale to a third-party. In In re KB Toys, Inc., No. 13-1197 (3d Cir. Nov. 15, 2013), the Third Circuit found that the “cloud of disallowance” cannot be parted from the claim. This decision (which can be found here) is noteworthy since it runs contrary to the New York federal district court’s previous decision in the Enron chapter 11 case which found claim disallowance as a personal disability that did not adhere to the claim.     more…

  3. More Confusion About Who Owns the Tax Refund Attributable to a Distressed Bank

    October 30, 2013

    In connection with the bankruptcy of a bank holding company (the “Bank Holdco”) and its operating bank subsidiary (the “Bank”), there are often different classes of creditors competing for one tax refund.  If the Bank Holdco is the parent corporation of a consolidated group of corporations (the “Consolidated Group”), the Bank Holdco usually is treated as the agent of the group for federal income tax purposes. more…

  4. View All Points »


Icarus Flies Again

If you fail and fail and fail
Is fourth time the charm?


Chinese company
US public bondholders
Welcome to Wuxi

Mariano Rivera

Number 42
Is now 43 years old
Makes Jeter look young


Two troubled airlines
Will merged airline be better?
I prefer the train

Prescription for Recovery

We could use more jobs
And fewer politicians
It is that simple

Wall Street

Bulls, Bears make money
Pigs become hogs, get slaughtered
Wall Street ever thus

Premature Exit

I made a killing
When I sold my Apple shares
…At Eighty-Six, sigh

Dealus Interruptus

Need to settle claim
No one answering my calls
Dog days of Summer

Oakland Athletics

My beloved A’s
Lowest payroll, kicking ass
Who needs Bash Brothers?


Plan finally confirmed
Goodbye, Chapter Eleven
No. Appeals? Really?

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Evan D. Flaschen

As Blogger-in-Chief Evan Flaschen approaches his office in his signature Tommy Bahama shirt, shorts and sandals, the classic Ozzy Osbourne song “Crazy Train” is cranked to 11. With a 7-foot giraffe statue peering over one shoulder, a life-size Abe Lincoln cut-out over the other and Bloomberg news on his wall TV, Evan sits in front of his four computer screens, two speakerphones and wireless headset and takes on the restructuring world with a passion and a smile.  (more…)

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Ilia M. O’Hearn

While growing up in Puerto Rico, Ilia developed a love and talent for numbers. Rather than playing with dolls, she preferred to play with an adding machine while she helped her grandfather manage the books for his local gas station business. (more…)


David L. Lawton

A childhood case of glossophilia led David Lawton on a journey to five continents, where he spent time studying languages, immersion-style. Notably, he spent nearly five years as a bon vivant in France earning a License ès Lettres from Université de Montpellier III, where he helped lead the basketball team to the national tournament semi-finals. (more…)

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Kevin A. Ewing

From mountaineering in the Rockies to picnicking in the Bavarian Alps with his family, Kevin Ewing finds some interesting ways to spend his free time. But it’s no different with his professional life, which takes place in the tricky terrain where environmental law crosses significant corporate decisions about capital deployment, shareholder disclosures and corporate governance.  (more…)

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Jeris Diana Brunette

Jeris may be the only Basis Points contributor who can say “credit transaction” in five different languages. During college and law school, she immersed herself in Spanish, Czech and Finnish, tossing in a study abroad term in Russia, for good measure.  (more…)

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