Bankruptcy Lease Sales: Four Basic Rules to Play By
November 29, 2004
Bankruptcy presents a unique forum for a cash-strapped debtor to sell otherwise unassignable and unprofitable leases to third parties, for immediate cash, and free of liens, certain contract restrictions, certain transaction costs, and future liability. While the bankruptcy arena offers unique opportunities, it poses special risks. The primary players in a bankruptcy lease sale scenario are the debtor, the prospective buyers, and the landlord. A debtor's goal is getting as much value as fast as possible for its creditors. A prospective buyer wants to pay as little as possible, with sufficient due diligence, and have an unassailable sale with whatever lease modifications are necessary for it to remodel and reopen. A landlord's objective is timely lease compliance and a financially and operationally sound buyer. Each party can benefit from following these four basic rules of bankruptcy lease sales.
PCAOB Proves It Has Teeth
November 29, 2004
While some companies are unfamiliar with the Public Company Accounting Oversight Board (PCAOB), PCAOB has recently been making its presence known. PCAOB is a private-sector nonprofit corporation created by the Sarbanes-Oxley Act of 2002 (SOX), whose stated purpose is to "oversee the audit of public companies that are subject to the securities laws, and related matters, in order to protect the interests of investors ... " Section 101(a). Although some questioned whether PCAOB would ultimately have any real-world impact on accounting firms and the public issuers they audit, PCAOB has proven that it has the authority, ability and appetite to shape the heightened environment in which companies now operate following passage of SOX and its focus on restoring investor confidence in companies' financial reporting.
The IRS Office of Professional Responsibility
November 29, 2004
The Internal Revenue Service has recently ramped up compliance and enforcement efforts with budget increases and enhanced resources. A lesser-known component of this revitalized enforcement is the IRS Office of Professional Responsibility (OPR), which is charged with regulating professionals ' mostly lawyers and accountants ' who practice before the IRS. OPR enforces ethical rules that govern practice before the Service, commonly known as "Circular 230," and may sanction practitioners who violate those rules. Because OPR matters can interact with the criminal process in many respects, conscientious white- collar practitioners and corporate tax counsel should familiarize themselves with OPR and its power over tax professionals.
Tell Me My Options: Drafting an Option to Purchase the Property
November 29, 2004
When considering a new lease for a single use property, generally the tenant of the property will want to consider its "exit" strategies at the time of the initial negotiation of the lease. Potential "exit" strategies may include: assignment of the lease, early termination rights and options to purchase the property. The last on the list of these "exit" strategies, options to purchase the property, often creates substantial business issues for the landlord and tenant, as well as drafting issues for their legal representatives. As a result, certain conceptual issues, set forth and discussed below, should be addressed when drafting an option to purchase the property.
Bond Airport Financed Leases
November 29, 2004
The United Air Lines bankruptcy case has spawned several reported decisions, at the bankruptcy court level, the district court level and the circuit court level.
Creating An Effective Deal Database
November 22, 2004
Managing the life cycle of a transaction, whether an offering, a financing or a merger, requires an attorney to seek information from disparate sources within the firm. These searches are often inefficient, time-consuming and may not always yield the required data. The firm can use knowledge management (KM) techniques to build a one-stop repository of transaction data to help attorneys manage a transaction from pitch to press release.
Everything But the Kitchen Sink
November 22, 2004
You've just pulled a steaming pepperoni pizza from the oven and open a kitchen drawer to look for the right tool. Will any tool do? They're all kitchen…
Business Development Driver: Leverage Knowledge Management
November 22, 2004
Knowledge management (KM) has about as many definitions as it does implementations, and in law firms it was recognized early on as a tool to help lawyers in supporting their clients. Lots of paper, information, and knowledge to manage ' and robust document management systems emerged as KM solutions. That's fine for the lawyers, but in marketing and business development, it's who you know as much as it is what you know. At Duane Morris, where our Marketing and Business Development Department is only 3 years old, we were able to grow this functional area around the key information and processes needed to be successful.
A Lesson in CRM: What Matters to Lawyers Are Matters
November 22, 2004
Client relationship management (CRM) applications succeed within the law firm environment when they address both the organization's strategic needs, as well as the user's individual needs. These systems also relieve lawyers from the manual drudgery of managing and calculating their billable hours. Both the organization and individual lawyers obtain obvious value from these systems. Win-win. <br>But with so many CRM products in the marketplace with varying capabilities, there seems to be a growing disconnect between the strategic value that firms enjoy from these solutions, and the benefits derived by individual lawyers. The challenge therefore becomes one of focus.
