Practices

Business Restructuring

Why Cooley

Cooley focuses on the representation of innovative technology and life sciences companies. We are widely recognized as one of the premier firms counseling public and private high-growth companies. However, our representations cover thousands of clients in other industries from our offices in sixteen major commercial markets. We are counselors, strategists and advocates, who deliver incomparable service, creative solutions and support to the foremost private and public companies around the globe.

The business restructuring lawyers provide forward-focused advice to clients with respect to business risk management and strategic implementation. With our deep experience in all aspects of in- and out-of-court restructurings, Cooley guides clients in all aspects of insolvency proceedings, acquisitions, distressed M&A transactions and bankruptcy-related litigation, such as claims for breach of duty, subordination or recharacterization of debt, preference and fraudulent transfer litigation and other matters.

Cooley lawyers are well-known for our extensive experience representing debtors, creditors committees, creditors, trustees, foreign representatives, equity committees, mechanics lienholder committees, shareholder committees, and employee and retiree committees in chapter 11 proceedings, out-of-court restructurings, restructuring and company dissolution, credit finance and distressed mergers & acquisitions. We represent a range of clients across a wide array of industries.

Areas of Practice

Creditor Representation

Bankruptcy
  • Represent debtors in all phases of Chapter 11 proceedings, including financing and cash collateral hearings, severance and retention hearings, asset disposition hearings, exclusivity contests, disclosure statement and confirmation proceedings, claim disputes and avoidance actions
  • Counsel on financial arrangements before, during and after bankruptcy
  • Offer insight into the real estate market and the effect of bankruptcy on lease values
  • Counsel creditors’ committees in Chapter 11 cases
  • Advise on minimizing bankruptcy preference and fraudulent conveyance risks
  • Advise on executory contracts, leases, intellectual property licenses and other transactions involving insolvency issues
  • Advise on acquiring assets from bankrupt or distressed entities
  • Counsel clients in the process of pursuing reorganization and sale strategies during Section 363 sales
  • Address cross-border insolvency issues taking place in Canada, the UK and EU
Workouts and Debt Restructuring
  • Assist in completing workouts of troubled accounts or loans and securing collateral enhancement
  • Advise on default and acceleration, forbearance, and intercreditor and subordination issues
  • Draft and review composition agreements
Credit Finance
  • Counsel on legal issues in credit decisions
  • Assist with obtaining guaranties, negotiating and reviewing letters of credit and taking purchase money and other security interests
Creditors Rights
  • Counsel on enforcing reclamation rights and 509(b)(9) rights, pursuing commercial collections and recovering collateral for secured creditors
  • Assist with obtaining temporary protective orders or attachments and receiverships

Restructuring & Company Dissolution

  • Negotiate recapitalizations through out-of-court restructurings and formal reorganizations
  • Counsel on reorganizations, including pre-packaged restructuring arrangements, going private transactions and divestitures
  • Advise boards on fiduciary duties and responsibilities and strategic options
  • Assist with asset recovery
  • Counsel on cross-border transactions and restructurings

Litigation

  • Investigate, prosecute and defend fraudulent conveyance, fiduciary breach, commercial tort and other causes of action, deploying cross-disciplinary restructuring and litigation teams
  • Litigate in involuntary bankruptcy contexts
  • Defend preference, fraudulent transfer, and other avoidance actions
  • Litigate issues relating to proofs of claim and objections thereto
  • Represent clients in protecting and advancing interests as secured and unsecured creditors
  • Counsel on enforcement of judgments, complex litigation settlements and claims mitigation

Representative Matters

  • Secured ~$133 million sale of substantially all assets of Rubie’s Costume Company, the largest costume designer, manufacturer and distributor in the US, to an investment group
  • Represented Pizza Hut Restaurants UK on the restructuring of its balance sheet, certain financial liabilities and other issues related to the implementation of a company voluntary arrangement (CVA)
  • Advised the official committee of unsecured creditors of Claire's Stores during its bankruptcy proceedings, in which the accessory retailer's Chapter 11 plan of reorganization was approved. Because of the restructuring, Claire's Stores is positioned to emerge from bankruptcy with a management-driven business plan, a more nimble retail footprint and a cleaner balance sheet, with total leverage decreasing by more than $1.5 billion.
  • Serving as debtors counsel for Quirky, an invention startup company, and establishing a stalking-horse bidder for the Quirky assets, including assets related to the Quirky online community and the Quirky name
  • Cooley represented the liquidating trustee of Health Diagnostic Laboratory (HDL), a diagnostics company, in an appellate case against HDL’s former counsel. The US District Court for the Eastern District of Virginia affirmed the bankruptcy court's order approving the settlement between the Liquidating Trustee of HDL Liquidating Trust and HDL’s former counsel. The appellants were former directors and officers of the bankrupt company who opposed the settlement. The District Court's order and opinion rejected all of the appellants’ arguments and affirmed the settlement, which will pay creditors of HDL and resolved all legal claims from the company’s foundation stemming from 2008. Cooley has a longstanding relationship with HDL, a company that went bankrupt in June 2015 after an onslaught of litigation. Cooley’s cross-practice team served as counsel for the unsecured creditors committee and played an instrumental role in the bankruptcy plan’s confirmation, which included a going concern sale of the lab operations.