Forgive Harvey Miller, the famed bankruptcy attorney at Weil Gotshal & Manges LLP, if he was a little distracted at the Mergers & Acquisitions Institute in Dallas Thursday, where he spoke as part of a panel on restructuring leveraged buyouts.
His wife called him to say she had some bad news. He told her he couldn't deal with any bad news, as he was on his way to the conference. "She said how about some good news?" he said. "The side airbags on the new Mercedes really work." The story provided some levity for conference attendees, mostly made up of in-house and outside transaction attorneys and a few investment bankers (the other highlight of the session: Haynes & Boone LLP bankruptcy attorney Robin Phelan, wearing a flashy open-collared black western shirt, donning a hat with a bone on top of it when a dumb idea was floated and one with a shark on it when hedge funds were mentioned).
Through the clear attempts by the panelists to keep the discussion light, Miller did offer some sage words of advice: Make sure the sale process of any company, whether it's in bankruptcy or not, is solid lest it get into trouble with bankruptcy judges or folks looking to sue for fraudulent transfer.
"The big issue in bankruptcy today is the fiduciary duty of the board," he said. "It all goes back to process. Keep a good record and protect your board against frivolous litigation." Not unlike buying a car with those airbags. — Claire Poole
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