Table of Contents

Enterprise Law

Enterprise Law

Contracts, Markets, and Laws in the US and Japan

Edited by Zenichi Shishido

Enterprise law represents the entire range of private contracts and public regulations governing the relationship of different capital providers. Enterprise Law comparatively analyses the way these fundamental legal frameworks complement each other in the United States and Japan.

Chapter 6: Senior creditor control in Chapter 11

Kenneth M. Ayotte and Edward R. Morrison

Subjects: asian studies, asian law, law - academic, asian law, company and insolvency law, corporate law and governance

Extract

Two themes dominate traditional accounts of Chapter 11 bankruptcy reorganization in the United States. First, managers or equity holders, or both, control the reorganization process. This is made possible by debtor-friendly features of the US Bankruptcy Code and judges who are passive or biased in favor of continuation. Exploiting the court’s protection, managers can entrench themselves and equity holders can extract concessions from creditors in the form of deviations from absolute priority. As a result, courts may permit reorganizations of firms that should liquidate. The second theme, usually implicit in the literature, is that creditors act as a unified constituency, usually in agitating for a quick liquidation. Together, these traditional themes continue to influence the academic literature in many areas related to financial distress.

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