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THE STATE BAR OF CALIFORNIA 85th Annual Meeting Program 11 Insolvent Law Firms’ Issues and Options Thursday, October 11, 2012 2:15 p.m.-3:45 p.m. Sponsored by the Business Law Section The State Bar of California and the Sections of the State Bar of California are approved State Bar of California MCLE providers. Points of view or opinions expressed in these pages are those of the speaker(s) and/or author(s). They have not been adopted or endorsed by the State Bar of California’s Board of Trustees and do not constitute the official position or policy of the State Bar of California. Nothing contained herein is intended to address any specific legal inquiry, nor is it a substitute for independent legal research to original sources or obtaining separate legal advice regarding specific legal situations. ©2012 State Bar of California All Rights Reserved LAW FIRM INSOLVENCIES (AKA BROBECK . .COUDERT BROS. .HELLER . THELEN . .HOWREY . and now DEWEY--- How might These Bankruptcy Cases Impact You?) Presented by Thomas A. Willoughby, Esq. Felderstein Fitzgerald Willoughby & Pascuzzi LLP David M. Stern Klee Tuchin Bogdanoff & Stern LLP Christopher D. Sullivan Trepel Greenfield Sullivan & Draa LLP David Pauker Executive Managing Director Goldin Associates, LLC October 11, 2012 State Bar Annual Meeting Monterey, California PROGRAM OUTLINE 1. Basic causes of major law firm insolvencies. 2. Discussion of claims against partners in law firm failure cases: a. Description of various types claw back claims v. partners; b. Typical damages sought against partners; c. Historical Negotiated Settlements with Groups of Partners in Am Law 100 Cases; d. Potential claims for breach of fiduciary duty against management. e. Jewel v. Boxer claims against departing partners and successor firms 3. Other law firm dissolution issues: a. Best practices in law firm collections; b. Major creditors and claims in case c. Ethical obligations of partners during dissolution 4. The positives and negatives of the two basic models for law firm bankruptcies (the Coudart Bros./Heller law firm models (Chapter 11 plan with consensual payments of claw back claim amounts by partners as part of case) verses the Brobeck/Thelen model (Chapter 7 with no plan settlement process); MATERIALS SPEAKER BIOS LAW FIRM BANKRUPTCIES By David M. Stern USE OF CONSTRUCTIVE FRAUDULENT CONVEYANCE LAW IN CALIFORNIA AND UNDER BANKRUPCY CODE TO “CLAW BACK” DISTRIBUTIONS TO PARTNERS IN A LAW FIRM INSOLVENCY CASE By Thomas A. Willoughby POTENTIAL CLAIMS FOR BREACH OF FIDUCIARY DUTY AGAINST LAW FIRM MANAGERS By Christopher D. Sullivan JEWEL v. BOXER By Christopher D. Sullivan THE ETHICAL RESPONSIBILITIES OF PARTNERS OF A LAW FIRM IN DISSOLUTION By Christopher D. Sullivan PROPOSED PARTNER CONTRIBUTION PLAN AND EXPLANATORY REPORT OF HARRISON J. GOLDIN, COURT-APPOINTED EXAMINER OF COUDERT BROTHERS LLP 400 Capitol Mall, Suite 1450 Sacramento, CA 95814 916/329-7400 [email protected] www.ffwplaw.com Thomas A. Willoughby is a partner in the law firm of Felderstein Fitzgerald Willoughby & Pascuzzi LLP, a Sacramento, California boutique law firm specializing in business insolvencies. During his 24-year legal career Tom has represented chapter 11 debtors, creditors and trustees, and has assisted many businesses in successful reorganizations. He has also represented bankruptcy trustees, creditors, and official committees in a wide variety of industries, including skilled nursing facilities, auto dealerships, restaurants, contractors, real estate developers, agriculture, and, most recently, law firms. Over the past four years, Tom has been the lead attorney for the Official Committee of Unsecured Creditors in the Heller Ehrman LLP chapter 11 case. In 2011, Tom served as counsel to the Howrey LLP Official Committee of Unsecured Creditors through the appointment of its Chapter 11 Trustee. Tom had also previously served for over nine years as the “bankruptcy partner” member of the dissolution committee of Diepenbrock, Wulff, Plant & Hannegan, LLP (“DWPH”), one of the large Sacramento-based full service business firms, after its dissolution in 1999. Tom also recently assisted a Sacramento firm in its dissolution, including dealing with successor business claim issues under Jewel v. Boxer. In the Heller case, the Committee and the Debtor jointly proposed a liquidation plan that included a shareholder contribution plan, which, along with other litigation recoveries, has resulted in a 38.5% distribution to the general unsecured creditors, after paying all priority claims. The distributions to unsecured creditors exceed all similar distributions to unsecured creditors in any of the other Am Law 100 law firm bankruptcy filings over the past ten years. Tom earned his B.A. in Economics from the University of California, Los Angeles, in 1985, and received his J.D. in 1988 from the University of California, Davis. While at U.C. Davis, Tom received American Jurisprudence Awards in Federal Tax I and in Law & Economics. He also served as an Associate Editor of the U.C. Davis Law Review. Tom is a member of the National Association of Bankruptcy Trustees, and the Bankruptcy Dispute Resolution Panel for the United States Bankruptcy Court for the Eastern District of California. Tom served on the Debtor/Creditor Committee of the State Bar of California’s Business Law Section from 1996 to 1999 and the Board of Directors of the Sacramento Valley Bankruptcy Forum from 1996 to 1998. He has also served on the Attorney Advisory Committee to the United States Bankruptcy Court Clerk’s Office for the Eastern District of California, and the Chapter 11 Liaison Committee to the Office of the U.S. Trustee. DAVID M. STERN Education 1972: B.A. Columbia College, New York 1975: J.D. Stanford Law School Employment 1975-75: Law Clerk to Hon. Ben C. Duniway, U.S. Court of Appeals for the Ninth Circuit 1976-79: Stutman, Treister & Glatt 1979-99: Stern, Neubauer, Greenwald & Pauly 2000-12: Klee, Tuchin, Bogdanoff & Stern Professional Activities Publications Association of Business Trial Note Recent Developments in Truth in Lending Lawyers, President (1997-98) Class Actions and Proposed Alternatives, 27 Stanford Law Review 101 (1974) Ninth Circuit Judicial Conference (1987-91; 2011-14) California Civil Discovery Practice (1987) Fellow, American College of California Civil Discovery Practice 3d (1998) Bankruptcy (2012) Mediation: An Old Dog with Some New Tricks, Lawdragon 500 (2012) 24 LITIGATION 31 (1998) ABI, Fraudulent Transfer Litigation: The Shape of Things to Come (2010) Law Firm Bankruptcies, 37 LITIGATION 8 (Spring 2011) Significant Cases Adelphia Communications Corp.; Barry’s Jewelers, Inc.; Brobeck Phleger & Harrison LLP; Crescent Jewelers, Inc.; Dewey & LeBoeuf LLP; Enron Corp.; Heller Ehrman LLP; Howrey LLP; IndyMac Bancorp, Inc.; Iridium Operating LLC; Jefferson County, Alabama; Lake at Las Vegas Joint Venture LLC; Mahalo Energy (USA), Inc.; National Century Financial Enterprises, Inc.; National Energy Gas & Transmission, Inc.; Pliant Corp.; Washington Group, Inc. Reported cases In re Dominguez, 51 F.3d 1502 (9th Cir. 1995); In re Dominguez, 995 F.2d 883 (9th Cir. 1993); In re Recticel Foam Corp., 859 F.2d 1000 (1st Cir. 1988); Computer Communications, Inc. v. Codex Corp., 824 F.2d 725 (9th Cir. 1987); In re Shaw, 16 B.R. 875 (Bankr. 9th Cir. 1982); Siegel v. F.D.I.C., 2011 WL 2883012 (C.D. Cal. 2011); Enron Corp. v. Citigroup, Inc., (In re Enron Creditors Recovery Corp.), 410 B.R. 374 (S.D.N.Y. 2008); In re Enron Creditors Recovery Corp., 388 B.R. 489 (S.D.N.Y. 2008); In re Enron Corp., 379 B.R. 425 (S.D.N.Y. 2007); Canada Life Assur. Co. v. Bank of America, 2006 WL 45427 (N.D. Ill. 2006); In re Jefferson County, Ala., 465 B.R. 243 (Bkcy. N.D. Ala. 2012); In re IndyMac Bancorp, Inc., 2012 WL 103748 (Bkcy. C.D. Cal. 2012); In re Balas, 449 B.R. 567 (Bkcy. C.D. Cal. 2011); In re Adelphia Comm. Corp., 368 B.R. 348 (Bankr. S.D.N.Y. 2007); In re Adelphia Comm. Corp., 365 B.R. 24 (Bankr. S.D.N.Y. 2007); In re Adelphia Comm. Corp., 330 B.R. 364 (Bankr. S.D.N.Y. 2005). Christopher D. Sullivan Trepel Greenfield Sullivan & Draa LLP Named as one of the Top 100 California Lawyers by the Daily Journal, Chris Sullivan specializes in high stakes, complex commercial litigation. Chris has successfully represented a wide variety of clients in major litigation, including both plaintiffs in business litigation and large corporate defendants. He has represented bankruptcy estates and unsecured creditors’ committees, major corporations (American Honda, American Express, and Southland, the 7-11 franchisor), real estate developers, a financial institution, and a famous underwater photographer. Chris is a former President of the Federal Bar Association for the Northern District of California and frequently practices in federal district and bankruptcy courts. He has a broad range of experience in all phases of trial and litigation, including a substantial amount of appellate work. He also serves as a mediator appointed by the court for the Northern District of California. Chris had a great deal of success in bringing a series of large cases that grew out of the bankruptcy of Tri Valley Growers (TVG), recovering more than $34.5 million for the estate and the unsecured creditors. For example, $17.5 million was recovered for the creditors from TVG’s D&O insurance carrier (after the insurer initially denied coverage and TVG settled with the individual D&Os through a stipulated judgment with an assignment of rights against the carrier). Another suit was successfully settled resulting in a multi-million payment by a big four accounting firm. Chris currently represents the estate of the Heller Ehrman law firm in a variety of actions and has recovered more than $34 million to date. This includes more than $20 million from Bank of America and Citibank in a large preference case, $7.5 million from a major law firm and a former client of Heller Ehrman, and more than $3.5 million from a number of law firms in Jewel v.
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