DUTIES OF OFFICERS AND DIRECTORS OF A DISTRESSED COMPANY
January 28, 2016
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MODERATOR: Alexander B. Kasdan, Senior Managing Director, DelMorgan & Co. With extensive experience in investment banking, corporate law and restructuring at world’s leading firms, including Credit Suisse First Boston, O’Sullivan Graev & Karabell LLP (now O'Melveny & Myers LLP), Battle Fowler LLP (now Paul, Hastings, Janofsky & Walker LLP) and Schlumberger Ltd., and as a founding partner of Convergence Capital Partners, Alex brings more than twenty years of senior-level Wall Street advice to middle market companies, entrepreneurs and institutional investors.
Alex is a Senior Advisor to Governance and Transactions LLC, an advisory firm established in 2003 by Mr. James L. Gunderson, former Secretary and General Counsel of Schlumberger Limited, to assist boards, management and owners with corporate governance, compliance, structuring and strategic transactions.
Alex is a frequent moderator and an interviewer at Expert Webcast roundtable discussions attracting business leaders and leading professionals from around the world.
Alex graduated magna cum laude from Middlebury College with a B.A. degree in Economics and Italian and was elected to Phi Beta Kappa during his junior year. In addition, he holds a J.D. degree from Columbia University Law School and has studied at the University of Florence in Italy. He is admitted to the Bar in the State of New York.
Michael H. Torkin is a partner in the General Practice Group of Sullivan & Cromwell LLP, focusing on Bankruptcy & Restructuring matters. He represents debtors in Chapter 11 reorganizations and out-of-court corporate and financial restructurings. He also advises private equity and hedge funds in connection with distressed transactions and special situation investments. Michael routinely advises boards of directors of financially distressed companies on fiduciary matters.
Recent representations include: Aurobindo Pharma USA Inc. in connection with its 363 acquisition of Natrol Inc.; Eastman Kodak Company in its chapter 11 proceeding and global reorganization; AT&T Inc. in connection with the proposed 363 acquisition of Nextel Mexico; NewPage Holdings Inc. in connection with its acquisition by Verso Paper Corp.; Official Committee of Unsecured Creditors for Energy Future Holdings; and Official Committee of Unsecured Creditors for Dendreon Corporation.
Chambers Global named Michael as a leading attorney, who “brings a creative and learned approach to reorganizations, out-of-court restructurings and distressed M&A matters” and The Legal 500 United States reported he has “a flourishing reputation in the market” with clients “who describe his work as ‘incredibly competent.’” Chambers USA wrote that clients say he is “incredibly incisive and very impressive.” Michael also has been recognized by The M&A Advisor as one of the top “40 under 40” M&A, financing and turnaround professionals in 2010 and by Turnarounds & Workouts as one of 12 “Outstanding Young Restructuring Lawyers” in each of 2009 and 2010.
Panelist: Richard Munro is Southern California Managing Director for Newport Board Group, a unique national professional services firm with 80 partners in 18 major US markets. Newport Partners each bring over 20 years of active Board and CEO level experience in multiple industries and diverse markets, and work with their clients to drive significant enterprise value improvement from serving as Directors, and advisory and consulting services.
Richard has 30 years’ experience bringing effective leadership to growth and underperforming businesses and improving their performance, measured by outstanding growth in revenue and market share, profits, return on capital employed, and value to shareholders. He has held senior management positions as a CEO, CFO, COO, and CRO, Court appointed Receiver and strategic advisory positions, and has served as a Director on public and private company boards. He combines the unique experiences of a Director, CEO and CFO, and has extensive international experience in growing the top line and bottom line in companies with a strong focus on managing operations and increasing cashflow and enterprise value for shareholders.
Panelist: Michael Corrigan is a Senior Advisor to Expert Webcast and the CEO of Foyle River Entertainment. He is is an experienced executive with more than twenty five years of extensive responsibilities in general management, operations, strategic planning, finance and administration in addition to serving on the boards of directors of both public and private companies, including as a senior partner at PwC Entertainment (youngest partner admitted in contemporary era), Media and Communications practice, Senior EVP and CFO of Metro Goldwyn Mayer Inc., and Interim Co-CEO of Sonar Entertainment. Mike also serves as a Senior Advisor to Expert Webcast
Mike has significant international and multicultural experience and is an accomplished turnaround and restructuring professional in addition to possessing considerable experience in new ventures. He is currently an advisor to a number of privately held entertainment entities and investors in the entertainment, media, sports and technology sectors.
Mike holds LL.B. and BA degrees in Law from Trinity College, Dublin and Marist College Athlone.
Panelist: Louis Kempinsky, Kempinsky Law Ltd., is a seasoned trial attorney, specializing in business, corporate, and commercial disputes. After spending three decades as a partner in prominent Los Angeles law firms, Louis Kempinsky recently formed Kempinsky Law Ltd. The team at KLL is dedicated to solving the legal problems of financial institutions, middle market companies, entrepreneurs, and high net worth individuals in the following areas: General Counseling and Advocacy; Litigation and Dispute Resolution; Creditors’ Rights and Remedies; and Business Bankruptcy and Workouts.
Mr. Kempinsky has been lead counsel in numerous jury and bench trials, as well as appellate matters, involving a wide range of substantive issues, including business torts, real estate, commercial and contract law, corporate governance, environmental, professional accountability, franchise, and trademark. He also has broad experience representing the interests of creditors and debtors, along with the other constituencies involved, in business bankruptcy cases and out of court restructurings.
Mr. Kempinsky has been active in bar committees at both the local and national level. He has been honored by the American Bar Association for his work in the Section of Litigation; and for the past 11 years, he has been named a California “Super Lawyer” by Law and Politics Magazine and Los Angeles Magazine.
Mr. Kempinsky is a frequent author and lecturer on topics germane to his practice. His community service includes serving on the Board of Directors of the American Cinematheque and the Constitutional Rights Foundation. Lou and his wife Corrinne reside in West Los Angeles. His interests include travel, collecting wine, and the theater.
11111 Santa Monica Blvd.,Suite 1700Los Angeles, California 90025T: 424.901.6690F: 424.901.1433C: [email protected]
Kempinsky Law Ltd.
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Panelist: Patrick Q. Stroth is the CEO of Rubicon Insurance Services, LLC.
His practice involves harnessing niche insurance tools to empower Sellers of companies to secure a clean exit from their M&A transactions faster, and with significantly more cash at closing. This keen focus in the M&A space has earned Patrick the title “Champion of the Clean Exit”.
Patrick has been an Executive Liability specialist for the past 21years with an emphasis on other transaction related insurance solutions, including Directors & Officers Liability, Accounts Receivable Insurance (Trade Credit Liability), and Cyber Security and Privacy Liability. Patrick is also a developer and Industry leading provider of Medical Professional Liability, HIPAA, and Medical Billing Regulatory policies for the Healthcare Industry.
Patrick is a graduate of Loyola Marymount University and holds an Associate in Risk Management designation.
951 Mariners Island Boulevard, Suite 300San Mateo CA 94404(650) [email protected]
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MAJOR TOPICS
• Accessing capital markets and liquidity issues• Operational turnaround perspective• Litigation risks and avoidance• Mitigation of directors’ and officers’ liability risk• Corporate indemnification and D& O insurance• “Zone of Safety”• Case studies
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3 Stages of Business Decline
• Resulting from either hyper-growth or distress
1. Early Stage
2. Mid Stage
3. Late Stage
Management’s Response• Denial• Resistance to change• Business as usual• Lack of analysis & info• Uncontrolled costs• Don’t seek expert advice• Blame everyone else - lenders• Leadership crisis• Panic • Resist giving up control &
forced to call in help
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5 Steps in Crisis Situation
1. Triage - check the vital signs- Buy time, formulate plan, business viability?
2. Change the leadership, if necessary3. Restore credibility with lenders & creditors4. Execute turnaround plan5. Restore business to financial sustainability or asset
dispositionCrisis - No place for elegance or “white gloves”
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6 Things for Directors & Officers to Do in Crisis
• Face reality about the trends, & act decisively• Early intervention is better
• More options, cheaper solutions, more time to execute rational plan
• Retain expert objective professionals for best results• Time is your enemy in cash sensitive situations• Crisis business situations require unique experience & skillsets• Bring credibility to external stakeholders, lenders & creditors• Get stakeholder buy in for a viable turnaround & restructuring plan
• Get granular on financial performance & trends• Focus on cash• Consider the interests of creditors in addition to equity
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PLATINUM SPONSORS
Anton & Chia, LLP is registered with the PCAOB, CPAB, ICABC and the AICPA and is focused on providing assurance, tax, and consulting services to companies that are planning to go public or are already publicly traded in the United States of America and Canada. www.ancsecservices.comContact: Gregory A. WahlFounder and Managing Partner(949) [email protected]
One solution for the entire deal lifecycle. Intralinks Dealspace is the preferred VDR for secure M&A collaboration across multiple devices, featuring best-in-class reporting tools and multi-language user interface.www.intralinks.comContact: Matt PorzioVice President, Strategy & Product Marketing+1 (212) [email protected]
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PLATINUM SPONSORS
Rubicon Insurance Services provides access and placement of a wide variety of professional and executive liability insurance products on behalf of our retail insurance agents and brokers. Since our inception, our core focus has targeted the privately held commercial sector with an emphasis on the healthcare industry and professional consulting services sectors.www.rubiconins.comContact: Patrick Stroth, CEO(650) [email protected]
Melville Capital is a Life Settlement Advisor and Broker focused on maximizing the value of existing Life Insurance Policies in the secondary market. We specialize in taking a Fresh Approach Life Insurance Policies….Since 2005, our team of licensed insurance professionals has transacted more than $2 Billion, in aggregate, through a large network of institutional investors who bid against each other in an auction type process, ensuring the client highest and best offer.www.melvillecapital.comContact: Doug Himmel, Managing [email protected]
