Presenting a live 90-minute webinar with interactive Q&A Chapter - - PowerPoint PPT Presentation

The audio portion of the conference may be accessed via the telephone or by using your computer's

• speakers. Please refer to the instructions emailed to registrants for additional information. If you

have any questions, please contact Customer Service at 1-800-926-7926 ext. 10.

Presenting a live 90-minute webinar with interactive Q&A

Chapter 11 Structured Dismissals: Viable Exit Strategy or Impermissible Under Bankruptcy Code?

Evaluating Benefits to Debtors and Creditors, Provisions of Dismissal Orders, and Key Objections to Structured Dismissals

Today’s faculty features:

1pm Eastern | 12pm Central | 11am Mountain | 10am Pacific TUESDAY, NOVEMBER 10, 2015

Jay R. Indyke, Chair of the Corporate Restructuring and Bankruptcy Practice, Cooley, New York Michael J. Lichtenstein, Co-Chair Bankruptcy Creditors Rights Group, Shulman Rogers Gandal Pordy & Ecker, Potomac, Md. Shane G. Ramsey, Partner, Kilpatrick Townsend & Stockton, New York

Tips for Optimal Quality

Sound Quality If you are listening via your computer speakers, please note that the quality

• f your sound will vary depending on the speed and quality of your internet

connection. If the sound quality is not satisfactory, you may listen via the phone: dial 1-866-873-1442 and enter your PIN when prompted. Otherwise, please send us a chat or e-mail sound@straffordpub.com immediately so we can address the problem. If you dialed in and have any difficulties during the call, press *0 for assistance. Viewing Quality To maximize your screen, press the F11 key on your keyboard. To exit full screen, press the F11 key again.

FOR LIVE EVENT ONLY

Continuing Education Credits

In order for us to process your continuing education credit, you must confirm your participation in this webinar by completing and submitting the Attendance Affirmation/Evaluation after the webinar. A link to the Attendance Affirmation/Evaluation will be in the thank you email that you will receive immediately following the program. For additional information about continuing education, call us at 1-800-926-7926

• ext. 35.

FOR LIVE EVENT ONLY

Program Materials

If you have not printed the conference materials for this program, please complete the following steps:

• Click on the ^ symbol next to “Conference Materials” in the middle of the left-

hand column on your screen.

• Click on the tab labeled “Handouts” that appears, and there you will see a

PDF of the slides for today's program.

• Double click on the PDF and a separate page will open.
• Print the slides by clicking on the printer icon.

FOR LIVE EVENT ONLY

Chapter 11 Structured Dismissals: Viable Exit Strategy or Impermissible Under Bankruptcy Code?

Evaluating Benefits to Debtors and Creditors, Provisions of Dismissal Orders and Key Objections to Structured Dismissals

Presented by: November 10, 2015

Jay R. Indyke Shane G. Ramsey Michael J. Lichtenstein

• Three primary options for exit vehicles following the liquidation or sale of

substantially all of a debtor’s assets:

• Liquidating Chapter 11 Plan
• Conversion to Chapter 7
• Dismissal of Chapter 11 Case
• Considerations
• Is estate administratively solvent? Can priority claims be paid?
• Can and how will estate professionals be compensated?
• How will settlements with creditors be implemented?
• Are there are remaining assets in the estate?
• Is there a need for a claims resolution process?
• Have claims been paid?
• Finality (i.e., releases, exculpations) for officers, directors and stakeholder groups?

6

What is a Structured Dismissal?

• A dismissal with “bells and whistles”
• Involves traditional dismissal of chapter 11 case coupled with some or all of the

following “structured” components:

• Procedures for reconciling and paying claims
• “Gifting” of recoveries to unsecured creditors
• Releases and exculpations
• Provisions for the Bankruptcy Court’s continued retention of jurisdiction over certain post-

dismissal matters

• Conditions to effectiveness of dismissal
• Provisions that, notwithstanding § 349, prior bankruptcy court orders survive dismissal
• Bankruptcy Courts in DE, NY and elsewhere have been approving structured

dismissals with increasing frequency

• However, there are few published decisions that have squarely addressed the issues that

arise in structured dismissals

• Exceptions: Jevic and Buffet Partners (discussed herein)

7

What is a Structured Dismissal?

• Three scenarios typically lead to structured dismissals
• Minimal asset sale proceeds leave estate administratively

insolvent or unable to fund a plan process

• Minimal asset sale proceeds (or secured lender settlement)

provide minimal distribution to unsecured creditors; conducting plan process would eliminate or deplete funds available for distribution to general unsecured or administrative creditors

• Proponents can demonstrate that reorganization outside

bankruptcy is prudent and likely (even where a plan may

• therwise be feasible)
• Key Factor: demonstrating that there are no assets remaining to

make meaningful distributions to creditors

8

Conditions for Structured Dismissals

• Eliminate cost and delay of plan process
• Eliminate cost, delay, uncertainties and loss of control over causes of action

associated with chapter 7 process and trustee

• Streamline claims resolution process
• May be the difference between administrative solvency and insolvency (i.e.,

if plan process uses remaining funds that would otherwise be used to pay administrative and priority claims)

• Preserve Bankruptcy Court jurisdiction over matters Bankruptcy Court is

best suited to address

• Effect terms of settlements with creditors without burdensome plan process

9

Benefits of Structured Dismissals

• Liquidating Plan
• Time Consuming – typically 75-90 days from the date of filing the plan to

confirmation thereof

• 28 days’ notice of disclosure statement hearing
• 28 days’ notice of confirmation hearing
• Additional service time
• Expensive
• Drafting fees (plan, disclosure statement, disclosure statement approval

motion, notices, ballots, etc.)

• Service/solicitation costs
• Retention of claims and noticing agent
• Implementation of plan, including paying post-effective date professionals

10

Alternatives to Structured Dismissals in the Liquidation/Post-Sale Context

• Conversion to Chapter 7
• Additional time necessary for chapter 7 trustee to “get up to speed” and fees associated

therewith

• Loss of control over causes of action/preferences
• If causes of action/preferences were not sold to the buyer or otherwise transferred, a chapter 7

trustee may spend time and money investigating and pursuing these claims, even in cases where a creditors’ committee determined that pursuit of such causes of action was (i) inequitable to unsecured creditors in cases where unsecured creditors are unlikely to receive a substantial recovery, (ii) likely to further delay distributions, and (iii) otherwise not a worthwhile use of time and resources, including delaying distributions.

• Additional layer of fees and expenses associated with (i) possible litigation regarding whether

case should be converted, (ii) subsequent chapter 7 trustee fees and chapter 7 trustee’s counsel fees, and (iii) payment of U.S. Trustee fees.

• However, conversion to chapter 7 incorporates certain checks and balances that certain

dismissals arguably do not offer (i.e., chapter 7 trustee issues a “final report” identifying assets liquidated, claims quantified and proposed distributions and chapter 7 trustee is an independent fiduciary to examine claims and causes of action).

11

Alternatives to Structured Dismissals in the Liquidation/Post-Sale Context

(cont.)

• “[T]he court shall convert a case under this chapter to a case under chapter 7
• r dismiss a case under this chapter, whichever is in the best interests of

creditors and the estate, if the movant establishes cause.” (§ 1112(b))

• Section 1112(b)(4) contains a non-exhaustive list of factors justifying “cause”
• Two most common justifications for structured dismissals:
• “a substantial or continuing loss to or diminution of the estate and the absence of

a reasonable likelihood of rehabilitation” exists (§ 1112(b)(4)(A))

• the debtor is unable to effectuate substantial consummation of a plan (§

1112(b)(4)(M))

• If “cause” is shown, court is required to convert or dismiss case, “absent

unusual circumstances … that the requested conversion or dismissal is not in the best interest of creditors and the estate.” (§ 1112(b)(1))

12

Legal Bases for Structured Dismissals – § 1112(b)

• The court may dismiss a case under any chapter of the Bankruptcy Code if “the

interests of creditors and the debtor would be better served by such dismissal” (§ 305(a)(1))

• § 305 specifically refers to the debtor’s interests, as well as those of the creditors and estate
• Typically relied upon in out-of-court workout scenario (Colonial Ford)
• The remedy is extraordinary, because under§ 305(c), dismissal under § 305 is not
• appealable. It requires more than a simple balancing of the harm to the debtor and its

creditors.

• Requires near universal agreement among stakeholders
• Parties requesting structured dismissal under either § 1112(b) and/or § 305(a)(1)
• ften include a request pursuant to § 105(a) that allows the court to enter orders

necessary or appropriate to carry out the provisions of the Bankruptcy Code

• Parties often assert that the costs of converting to and administering a case under

chapter 7, as well as the enhanced provisions in the structured dismissal order, are in the best interests of creditors and the estate and is the preferable remedy.

13

Legal Bases for Structured Dismissals – §§ 305(a)(1) and 105(a)

• In a traditional dismissal,§ 349(b) restores all parties’ property rights to

their position prior to bankruptcy

• Typically reinstates receiverships, avoided transfers and avoided liens, revests

property in the debtors, and preserves state law rights

• Court may alter presumptive effects of § 349 for cause
• A structured dismissal order typically will preserve all prior orders of the court
• A common U.S. Trustee objection to structured dismissals is the inherent failure to

reinstate state law remedies

14

Legal Bases for Structured Dismissals – § 349

Model Structured Dismissal Order

15

Model Structured Dismissal Order

(cont.)

16

In re Jevic Holding Corp., 2015 WL 2403443, (3d Cir. May 21, 2015)

• Case Facts
• A subsidiary of Sun Capital Partners purchased Jevic Transportation, Inc. in a leveraged

buyout financed by a group of lenders led by CIT Group. Jevic eventually entered into a forbearance agreement with CIT, which agreement provided for a $2 million guarantee by Sun Capital, in order to prevent CIT from foreclosing on the assets securing the loans. When Jevic filed a Chapter 11 petition, it owed $53 million to CIT and Sun Capital, and more than $20 million for taxes and general unsecured creditors’ claims.

• The official committee of unsecured creditors sued CIT and Sun Capital, alleging that the LBO

kept Jevic with debts that it could not service. The Committee then entered into a settlement whereby CIT would pay $2 million for the Debtor’s and the Committee’s legal fees and an additional $1.7 million would be put in a trust to pay administrative and unsecured claims. Three years later, the bankruptcy court granted in part CIT’s motion to dismiss the case without prejudice to the creditors’ committee’s various claims for, among other things, fraudulent transfer and equitable subrogation.

17

Recent Reported Decisions Regarding Structured Dismissals

In re Jevic Holding Corp.

• Bankruptcy Court’s Opinion
• The bankruptcy court found that there was no realistic prospect of a meaningful

distribution to anyone other than the secured creditors unless the settlement was

• approved. The bankruptcy court also found that the proposed settlement was fair

and equitable, thereby satisfying the requirements for approval of a settlement under Fed. Bankr. R. 9019. The bankruptcy court approved the structured dismissal, holding that the settlement embodied therein need not comply with the Bankruptcy Code’s priority scheme under the circumstances. The district court affirmed, holding in the alternative that the appeal was equitably moot, as the settlement had been substantially consummated.

18

Recent Reported Decisions Regarding Structured Dismissals

(cont.)

In re Jevic Holding Corp. – Third Circuit’s Opinion

• The Court stated that structured dismissals are “simply orders of the bankruptcy court … that remain in effect

after dismissal.” Although dismissal typically reinstates the prepetition state of affairs, the Bankruptcy Code explicitly authorizes bankruptcy courts to alter the effect of dismissal for cause. Even accepting the employees argument that structured dismissals could potentially render plan confirmation superfluous and pave the way for illegitimate sub rosa plans, the employees’ were unable to challenge the bankruptcy court’s findings that there was no prospect of a confirmable plan in the case. Nor would conversion to Chapter 7 result in a better alternative, as the secured creditors would have collected what remained of the estate. Therefore, the Court found that “absent a showing that a structured dismissal has been contrived to evade the procedural protections and safeguards of the plan confirmation or conversion process,” a bankruptcy court has discretion to order a structured dismissal of a Chapter 11 case.

• The employees argued that even if structured dismissals are permissible, they cannot be approved if they

distribute assets in violation of the priority scheme set forth in §507 of the Bankruptcy Code, because all distributions of estate property under Chapter 11 – including distributions made pursuant to a settlement – must comply with § 507. While finding some merit to the argument, the Court noted that the cases cited in support of their position were decided in the context of plans of reorganizations, not settlements. The Court also pointed out that if all distributions in a Chapter 11 case had to comply with the priority scheme, it would have been superfluous for Congress to codify the absolute priority rule in the plan confirmation context, and neither Congress nor the Supreme Court has said that the priority scheme set out in the Bankruptcy Code is applicable to settlements. 19

Recent Reported Decisions Regarding Structured Dismissals

(cont.)

In re Buffet Partners, L.P., et al., 2014 WL 3735804, (Bankr. N.D. Tex. July 28, 2014)

• Case Facts
• Prepetition secured lender purchased substantially all of the debtors’ assets
• Purchaser agreed to assume administrative and priority claims, acquired avoidance

actions and agreed to fund a $500,000 trust for the benefit of general unsecured

• creditors. Settlement was approved prior to the filing of the dismissal motion
• Debtors and creditors’ committee jointly sought to dismiss the cases under § 305(a)
• Dismissal motion contemplated dismissal upon certification that (i) committee

completed claims reconciliation process, (ii) all U.S. Trustee fees had been paid, (iii) general unsecured creditor distributions had been made, and (iv) final fee application

• rders were entered
• U.S. Trustee was the sole objector to the dismissal motion

20

Recent Reported Decisions Regarding Structured Dismissals

(cont.)

In re Buffet Partners, L.P. et al.

• Bankruptcy Court’s Opinion – Select Quotes
• “This court begins its look at deals struck in this court with the eye that ‘it’s not my money.’

If appropriate notice is given and the process is fair and does not illegally or unfairly trample on the rights of parties, the proposal should be approved.”

• “The parties with the skin in the game do not wish to prolong the distribution of funds to

creditors by a conversion to chapter 7, which undoubtedly will do just that. Nor do those parties want to go through the time and expense of a plan, which will cause the pool of money left to be greatly diminished.”

• “It is important to emphasize that not one party with an economic stake in the case has
• bjected to the dismissal in this manner. While this fact is not outcome determinative, it is

still worthy of consideration.”

• “11 U.S.C. §§ 1112(b) and 105(a) provide this court with the requisite authority to

fashion the dismissal order that the parties seek. Although this process is not explicitly spelled out in § 1112(b), it is clearly within the sphere of authority Congress intended to grant to bankruptcy courts in the context of dismissing chapter 11 cases.”

21

Recent Reported Decisions Regarding Structured Dismissals

(cont.)

In re Felda Plantation, LLC, 2012 WL 1965964 (Bankr. M.D. Fla. May 29, 2012)

• Following debtor’s motion seeking structured dismissal, bankruptcy court granted

the motion and dismissed the chapter 11 case pursuant to an order which included the following:

• survival of bankruptcy court orders;
• retention of jurisdiction to rule on fee applications;
• payment of U.S. Trustee fees and professional fees; and
• payment of creditors consistent with notice previously provided.

22

Recent Reported Decisions Regarding Structured Dismissals

(cont.)

In re Fleurantin, 420 Fed. Appx. 194 (3d Cir. 2011)

• After the individual debtor sought an unconditional dismissal of his chapter 7

proceeding, the trustee filed a cross-motion to dismiss with certain conditions (payment of professional fees and conditions to protect creditors)

• Bankruptcy court granted trustee’s motion; district court affirmed; Third Circuit

agreed that bankruptcy court did not abuse its discretion by dismissing the case with conditions

• Trustee argued that a structured dismissal with conditions was in the best interests
• f the parties, particularly in light of the estate’s continued expenditure of legal

fees in response to the debtor’s motions and other obstructionist efforts

• The Third Circuit noted that the bankruptcy court, which was well aware of those

circumstances, evidently agreed

23

Recent Reported Decisions Regarding Structured Dismissals

(cont.)

• U.S. Trustees often object to structured dismissals as violations of the Bankruptcy

Code

• Structured dismissals as an end run around chapter 11 plan protections and effect

impermissible sub rosa plans

• Lack requirements for voting, acceptance, disclosure, “fair and equitable” standards,

including the absolute priority rule

• Structured dismissals often distribute estate assets without enforcing Bankruptcy Code

priorities (gifting), addressing all liabilities

• Court approval of gift to junior class may pre-date dismissal
• No legal basis to grant releases and exculpations outside plan process
• Impartial chapter 7 trustee better suited to liquidate estate and distribute proceeds than

potentially conflicted structured dismissal liquidation mechanisms

• Unlike traditional dismissals, structured dismissals fail to reinstate all state law creditor

remedies

• Courts have frequently approved structured dismissals over such objections where all

major creditors support structured dismissal

24

Opposition to Structured Dismissals – Overview

• Opponents argue that structured dismissals are an end run around chapter

11 plan protections

• Lack requirements for voting, acceptance, disclosure
• Relevance of plan solicitation requirements
• Safeguards to ensure that creditors can make an informed decision on

dismissal

• U.S. Trustee has argued that courts might include in sale orders provisions

prohibiting any subsequent structured dismissal

• Is it proper to limit post-sale options in a sale order?
• Can this be reconciled with established dictum that parties can limit sub rosa

plan problems in a 363 sale by not trying to dictate plan treatment in the sale process?

25

Opposition to Structured Dismissals – Sub Rosa Plan

• Structured dismissals may distribute estate assets without enforcing Bankruptcy Code priorities
• Often a portion of a secured creditor’s collateral or recovery will be gifted to a junior class, typically

unsecured creditors, either before a structured dismissal as part of a case settlement reached between creditor constituencies or as part of the structured dismissal

• Some may argue that the consideration, claims or causes of action utilized or given to extract the ”gift” is

estate property which cannot be disposed of outside of a plan process

• Structures can be utilized to ensure or enhance the argument that “gift” is not estate property
• A class skipping “gift” may give the U.S. Trustee additional arguments with which to oppose a structured

dismissal as the U.S. Trustee often objects to “gifts” solely in the plan context

• Class skipping is incompatible with “fair and equitable” standards for confirmation of a plan
• May provide for disparate treatment of administrative claimants (estate and committee professionals

versus other administrative creditors)

• U.S. Trustee may assert that the information provided by a disclosure statement is necessary to allow

creditors to assess the adequacy of the amount of the “gift” and whether the consideration provided for the gift is appropriate

• Should a 9019 or plan standard govern approval of any “gift” included in a structured dismissal?

26

Opposition to Structured Dismissals – Gifting

• Gifting occurs in the context of a plan and outside the context of a plan.

Depending on the context and the jurisdiction, courts have approved and disapproved “class skipping” gifts

• SPM – the seminal gifting case. The bank and the committee agreed that a portion of

the sale proceeds to the bank would be distributed to the committee subsequent to a section 363 sale and conversion to chapter 7. The First Circuit held the priority scheme was not violated because it did not govern rights of creditors as non-estate property.

• DBSD – A plan that distributed a gift with more value to one class of creditors with

lower priority than a class with higher priority violates the absolute priority rule.

• Armstrong – Distinguished SPM and held that a class skipping gift in a plan violated

the absolute priority rule from which there was no legitimate exception.

• Sharper Image and many others have approved gifts or payments by a secured lender
• r non-creditor purchasers of debtor’s assets (World Health, Holly Marine, Fanita

Ranch, Avado Brands).

27

Opposition to Structured Dismissals – Gifting (cont.)

• Structured dismissal exculpations often are similar in scope to those found

in plans

• Releases may be more narrowly tailored than might be found in a plan
• UST may assert that structured dismissal forecloses a creditor’s ability to

negotiate releases and obtain improved treatment because the creditor neither has information provided by a disclosure statement, nor the leverage of plan voting

• Are the procedural safeguards of a disclosure statement relevant to the Court’s

approval of releases and exculpations?

28

Opposition to Structured Dismissals – Releases & Exculpations

• Claim Reconciliation Issues
• What level of claim reconciliation has been done?
• Methods for determining allowed claims
• Listing of allowed claimholders and amounts in dismissal motion
• Filing of omnibus objection with dismissal motion
• Cost shifting on claim objections
• Who will resolve claim disputes?

29

Opposition to Structured Dismissals –

Claim Reconciliation and Distribution Issues

• Distribution Issues
• Mechanism for and timing of distributions
• Who will share in a distribution?
• When will distributions be made?
• Minimum distributions
• Check cashing periods
• Charitable donation of nominal remaining assets

30

Opposition to Structured Dismissals –

Claim Reconciliation and Distribution Issues

(cont.)

• Structured dismissals often contemplate post-dismissal Bankruptcy Court

retention of jurisdiction for limited purposes

• Final fee applications
• Enforcement of exculpations & releases
• Claims reconciliation
• Bankruptcy courts may be unlikely to retain jurisdiction to resolve claim

disputes

• Structured dismissals fail to reinstate all state law creditor remedies
• Conditions to effectiveness of dismissal

31

Opposition to Structured Dismissals –

Retention of Jurisdiction and Other Issues

• In re Jevic Holding Corp., 2015 WL 2403443 (3d Cir. May 21, 2015)
• In re LUHC Wind Down Corp., et al., Case No. 13-11391 (KJC) (Bankr. D. Del. 2015)
• In re Buffet Partners, L.P., et al., Case No. 14-30699 (HDH), 2014 WL 3735804

(Bankr. N.D. Tex. July 28, 2014)

• In re AI Liquidation Co., Case No. 13-12874 (CSS) (Bankr. D. Del. 2014)
• In re Felda Plantation, LLC, Case No. 11-14614 (BSS) (Bankr. M.D. Fla. 2012)
• In re Penn Camera Exchange, Inc., Case No. 12-10113 (PM) (Bankr. D. Md. 2012)
• In re Coach Am Group Holdings Corp. et al., Case No. 12-10010 (KG) (Bankr. D. Del.

2012)

• In re Fleurantin, 420 Fed. Appx. 194 (3d Cir. 2011)
• In re Post-Sale Co II, LLC, et al., Case No. 10-13308 (CSS) (Bankr. D. Del. 2011)
• In re Trade Secret, Inc., et al., Case No. 10-12153 (KG) (Bankr. D.Del. 2010)

32

Structured Dismissal Precedents

• In re Alternative Distribution Systems, Inc., et al., Case No. 13099 (PJW)) (Bankr. D. Del.

2009)

• In re Bag Liquidation, LTD., et al. , Case No. 08-32096 (Bankr. N.D.TX. 2008)
• In re Dawahare’s of Lexington, LLC, Case No. 08-51381 (Bankr. E.D.K.Y. 2008)
• In re KB Toys, Inc., Case No. 08-13269 (KJC) (Bankr. D. Del. 2008)
• In re Foamex International Inc., et al., Case No. 09-10560 (KJC) (Bankr. D. Del. 2009)
• In re G.I. Joe’s Holding Corporation and G.I. Joe’s, Inc., Case No. 09-10713 (KG) (Bankr.
• D. Del. 2009)
• In re Shoe Pavilion Inc., Case No. 08-14939 (MT) (Bankr.C.D. CA. 2008)
• In re TSIC, INC., f/k/a Sharper Image Corporation, Case No. 08-10322 (KG) (Bankr. D.
• Del. 2008)
• In re Wickes Holdings, LLC, et al., Case No. 08-10212 (KJC) (Bankr. D. Del. 2008)
• In re Harvey Electronics, Inc., Case No. 07-14051 (ALG) (Bankr. S.D.N.Y. 2007)

33

Structured Dismissal Precedents

(cont.)

• In re Princeton Ski Shop Inc., et al., Case No. 07-26206 (MS) (Bankr. D.N.J. 2007)
• In re Cornell Trading, Inc., Case No. 06-10017 (JNF) (Bankr. D. Mass. 2006)
• In re Magnolia Energy L.P., Case No. 06-11069 (MFW) (Bankr. D. Del. 2006)
• In re Levitz Home Furnishings, Inc., Case No. 05-45189 (BRL) (Bankr. S.D.N.Y. 2005)
• In re New Weathervane Retail Corporation, et al., Case No. 04-11649 (PJW)

(Bankr. D. Del. 2004)

• In re Blades Board and Skate, LLC, Case No. 03-48818 (NLW) (Bankr. D.N.J. 2003)
• In re Castlton Excavating, Inc., Case No. 03-23649 (Bankr. S.D.N.Y. 2003)
• In re CSI Incorporated, et al., Case No. 01-12923 (REG) (Bankr. S.D.N.Y. 2001)
• In re Shoebilee, Inc., Case No. 01-75781 (Bankr. N.D. Ga. 2001)
• The Sport Shoe, Inc., Case No. 01-64333 (Bankr. N. D. GA. 2001)
• In re Cape May Care Center, Inc., Case No. 00-41945 (NLW) (Bankr. D.N.J. 2000)
• In re Colonial Ford (D. Utah 1982)

34

Structured Dismissal Precedents

(cont.)

35

Structured Dismissal Precedents

(cont.)

36

Structured Dismissal Precedents

(cont.)

37

Structured Dismissal Precedents

(cont.)

38

Structured Dismissal Precedents

(cont.)

39

Structured Dismissal Precedents

(cont.)

40

Questions?

Jay R. Indyke (212) 479-6080 jindyke@cooley.com Shane G. Ramsey (212) 775-8767 Sramsey@kilpatricktownsen d.com Michael J. Lichtenstein (301) 230-5231 mjl@shulmanrogers.com