FORUM: Managing cross-border restructurings and bankruptcies


Financier Worldwide Magazine

March 2015 Issue

March 2015 Issue

FW moderates a discussion on managing cross-border restructurings and bankruptcies between Joanna Gasowski at K&L Gates Jamka sp.k., Grigory Marinichev at Morgan, Lewis & Bockius LLP, Richard C. Pedone at Nixon Peabody LLP, Van C. Durrer II at Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates, and L.P. Harrison 3rd at Curtis Mallet-Prevost Colt & Mosle LLP.

FW: In your opinion, what are the main challenges facing companies involved in cross-border restructuring and bankruptcy proceedings?

Harrison: Although US courts are encouraged by the Bankruptcy Code’s adoption of the UNCITRAL Model Law on Cross-Border Insolvency to cooperate with courts in foreign-debtor proceedings, some foreign courts do not feel constrained to cooperate with US courts. This problem arises when a US based company initiates proceedings under the Bankruptcy Code but has subsidiaries or assets located off shore. If the foreign jurisdiction has not adopted the UNCITRAL Model Law, or some other similar regime, the foreign jurisdiction can determine how much cooperation it wants to extend to the US proceedings on a case-by-case basis. This is not only a problem in the US, however; the issue of restructuring corporate groups is a challenge for European and other jurisdictions as well.

Gasowski: The legal differences in national laws and cultural issues present in a particular jurisdiction can create major obstacles to achieving the economic goal of restructuring and bankruptcy proceedings. Although in principle most countries have bankruptcy regulations to maximise the returns to the company’s creditors from the company’s assets, the manner by which this is done can vary. A company that is taking steps toward a formal restructuring in the US, where it has its registered offices, may end up spending its funds on protecting the company’s assets located overseas. The lack of transparency without clear rules on the treatment of foreign creditors may result in a number of attempts by those creditors to commence enforcement proceedings against the company’s assets located overseas or even to file a petition for the company’s liquidating bankruptcy in another country. Therefore, those companies involved in cross-border restructuring procedures not only have to deal with their assets located abroad, but must also consider claims made by foreign creditors to those assets located in a country or countries different to the one which hosts their registered offices. In addition, time constraints are also a major factor that companies have to deal with, since restructuring projects often have to be completed within tight deadlines.

Marinichev: The Russian legal environment has historically gained notoriety for not giving adequate protection to the rights of foreign creditors acting against a distressed Russian company. In recent months, as the affect of US and EU sanctions on the Russian economy has become more and more apparent, the restructuring and bankruptcy landscape has worsened even further. All foreign creditors have been hit by the significant devaluation of the Russian rouble. Russian insolvency law provides that all bankruptcy claims must be registered in Russian roubles, and if originally denominated in a foreign currency, such claims are to be converted into roubles at the official rate of exchange as of the date of initiation of the insolvency proceedings. With the rouble consistently falling against all major currencies, this effectively means that foreign creditor claims ‘melt’ throughout the course of the insolvency proceedings. Additionally, as has always been the case, foreign companies continue to suffer greatly from the very formalistic and costly procedure of proving their foreign law governed claims in Russian insolvency proceedings and from the unfair actions of liquidators and local creditors.

Durrer: The main challenge facing any company with cross-border operations is developing a restructuring approach which can be effective as to all of its constituencies and stakeholders in all of the countries in which the company operates. With a couple of exceptions, including the US, the UK and Canada, few insolvency regimes around the world have a reorganisation bias. Rather, they arose for the purpose of liquidating companies. In addition, many countries’ laws do not permit companies to operate while insolvent at all. As a consequence, it is challenging to develop a single rehabilitation plan where a company’s operations and creditors cross borders.

Pedone: Despite the widespread adoption of the Model Law on Cross-Border Insolvency which provides for the recognition of foreign insolvency proceedings and cooperation among courts in different countries, the main challenge remains that the restructuring process is fraught with uncertainty. There is no ‘international law’ governing the substance of insolvency proceedings and thus the outcome of proceedings is often unpredictable. As a result, both when companies enter into contracts and financing arrangements, and then when problems begin to emerge because a party or parties face insolvency, predicting the outcome of formal proceedings can be difficult. Of course, in addition to the fact that it is not always clear what underlying law should be applied, the difficulties are often compounded by the conflicting cultural, economic and political motives of the participants in the process.

If the foreign jurisdiction has not adopted the UNCITRAL Model Law, or some other similar regime, the foreign jurisdiction can determine how much cooperation it wants to extend to the US proceedings on a case-by-case basis.
— L. P. Harrison 3rd

FW: Have there been any recent, significant legal and regulatory developments that will affect cross-border restructurings and insolvencies going forward?

Durrer: More and more countries are developing laws that promote rehabilitation. However, passing a law by itself is not enough; culture and bias naturally lag behind. There are many signs of promise, however. First, the Model Law on Cross-Border Insolvency developed by UNCITRAL has now been adopted in 20 countries globally. In addition, during the almost 10 years that Chapter 15 of the US Bankruptcy Code has been the law in the US, we have witnessed certain important insolvency regimes, such as China and Japan, borrow key concepts from the system in the US, where reorganisation is the preferred approach. Those concepts have included class voting concepts in China and the advantages of having management remain in place during a reorganisation in Japan.

Pedone: The most significant development is the US Supreme Court’s decision not to hear an appeal of the Fourth Circuit’s ruling in the Qimonda case. In Qimonda the Fourth Circuit held that the special protections afforded to intellectual property licensees under US bankruptcy laws would prevail over the rule under the Model Law that the substantive law that governs insolvency proceedings should be the law where the insolvent business has its main operations, or centre of main interest (COMI). While the ruling was a ‘win’ for the licensees that opposed the application of German law, in the coming years those same licensees will face foreign courts that will use the Qimonda precedent to disregard US law in favour of their own nation’s laws. In addition, the decision will also generally encourage parties to litigate over the application of the ‘public policy’ exception to the general rule under the model law that substantive law questions should be determined by reference to the laws of the jurisdiction where the insolvent company is based.

Marinichev: Russian bankruptcy regulations are constantly being developed in an attempt to react to a steady stream of loopholes and legal flaws which are uncovered by practice. The most significant development of late has been the introduction of a law that permits the insolvency of individuals, which will become effective from July 2015. In addition, various amendments have been made to Russian insolvency laws, notable examples of which have included the extension of the liability of a distressed company’s management and the extension of the grounds for challenging fraudulent transactions in a bankruptcy. In recent years, the Russian Supreme Arbitrazh (Commercial) Court has tried to play a more active role in issuing guidance to the courts on how to approach and determine certain legal issues arising in insolvency proceedings and how to resolve certain gaps in insolvency law which are being used, and abused, by certain market players. However, in 2014 the Arbitrazh Court was merged with the Russian Supreme Court of General Jurisdiction. As a consequence of this process, the guidelines of the Arbitrazh Court will probably cease to be binding for the lower courts.

Gasowski: The European Parliament has recently proposed significant reforms to the European Regulation on Insolvency (EC) 1346/2000 (EIR). The latest draft of these reforms to the EIR was published by the Council on 4 December 2014. The major amendments include the creation of an EU-wide insolvency database system, the new definition of COMI, a right to give an undertaking in order to avoid the opening of secondary proceedings, and the extension of the rules which cover rescue proceedings. The scope of the regulation has also been extended to the restructuring of the debtor at a stage where there is only a likelihood of insolvency, proceedings which leave the debtor fully or partially in control of their assets and affairs, and proceedings providing for a debt discharge or a debt adjustment of consumers and self-employed persons. The proposed changes will now be revised by linguists. Once adopted by the European Parliament as a regulation, it will have a direct effect on each member state, with the exception of Denmark, without the need for separate adoption at a national level. The majority of the provisions will take effect after two years, with certain exceptions, after the revised EIR comes into force.

Harrison: There have been significant developments regarding the application of the eligibility requirements of Chapter 15. The Bankruptcy Code states that “only a person that resides or has a domicile, a place of business, or property in the United States” may be a debtor. Recently, in In re Barnet, a federal appellate court held that a debtor must qualify as a debtor generally under the Bankruptcy Code to be eligible for Chapter 15, a requirement not mandated by the plain text of Chapter 15. Another recent significant development arose in In re Fairfield Sentry Ltd., which was decided by the same appellate court. In this case, the court held that the sale of a claim by a Chapter 15 debtor was subject to review under the Bankruptcy Code and that comity did not require deference to the foreign court’s approval of the sale. Both of these decisions seem to cut against the scope and intent of Chapter 15. However, with proper planning and assistance of counsel, these obstacles can be overcome.

In recent years, companies with substantial overseas operations have nonetheless successfully reorganised under the insolvency regimes of the US and UK, for example.
— Van C. Durrer II

FW: What strategies would you recommend for navigating the multiple legal systems and cultural differences that companies may face?

Marinichev: In the classic multi-jurisdiction bankruptcy scenario, the main bankruptcy proceedings should be brought in the jurisdiction where the most valuable assets of a distressed debtor are located. With multiple ownership layers it is also recommended, where possible, to make top group companies and the ultimate shareholders party to the proceedings. The choice of jurisdiction is, however, quite subjective and should be carefully considered on a case-by-case basis. For instance, it would be sometimes advisable to initiate proceedings in a jurisdiction where the bankruptcy procedure is faster and more efficient, although this may not be the jurisdiction where most of the company’s assets are located. There have been a number of big Russian insolvency cases where bankruptcy claims were brought in other jurisdictions and each of these cases involved complex issues surrounding the impact that such proceedings may have on concurrent Russian bankruptcies.

Pedone: First and foremost, parties should select advisers that they trust. Secondly, they should not underestimate the time that selecting advisers will take and obtain advice early in the process. Most finance teams and general counsel have an existing network of corporate finance lawyers and advisers that they turn to. In all likelihood, your trusted teams for past matters will not have the experience to deal with complex cross-border insolvency matters. Companies and major creditors should begin to interview potential advisers early on. Ask about their prior experience and ask former clients and peers about your potential teams’ skills and approach. Too often, the leaders of businesses facing insolvency are slow to fully grasp the potentially contentious and challenging nature of a restructuring. The tendency of management to postpone difficult decisions is nearly universal.

Durrer: Companies should make every effort to determine whether a single plenary proceeding can accomplish their restructuring goals. In recent years, companies with substantial overseas operations have nonetheless successfully reorganised under the insolvency regimes of the US and UK, for example. They have been able to accomplish their rehabilitations because they could identify certain obligations that they needed to adjust and deploy tools able to bind enough of the holders of such obligations in a single jurisdiction. Because creditors themselves have global operations, it is not always necessary to reach every creditor where the obligation arose, if the creditor can be subject to sufficient proper coercion in another jurisdiction.

Harrison: In restructuring corporate groups with ties to multiple jurisdictions, one complexity that often arises involves the application of claim priority rules in different jurisdictions throughout the world. In many countries, claims for taxes, severance, and unpaid wages are given priority over unsecured and, at times, secured claims. For example, many Latin American jurisdictions seek to protect the rights of employees and give employees’ claims high priority. Another complexity involves the laws addressing officer and director liability during insolvency. In some jurisdictions, directors and officers owe fiduciary duties to the corporation’s shareholders and, when the corporation is insolvent, its creditors. Additionally, in many jurisdictions, directors may be subject to personal liability for ‘wrongful trading’ where a corporation operates while it is insolvent. Although these complexities can be managed through obtaining both main and local counsel, multijurisdictional companies will find that obtaining legal assistance from international firms with offices throughout the world a more cost efficient and effective way to handle cross-border restructurings.

Gasowski: It is important that companies obtain advice from local counsel in order to clarify their current position and become aware of the available options in a given jurisdiction. Since the prerequisites for restructuring and bankruptcy proceedings may vary depending on the jurisdiction, obtaining early legal advice will help distressed companies to adequately and efficiently respond to any challenges. It will also help to minimise the risk of D&O liability for those directors running insolvent companies and not filing a bankruptcy petition in a timely manner. This also applies to any financial institutions acting as lenders or financial stakeholders of distressed companies. Obtaining early legal advice will help them to undertake steps to minimise exposure to their losses and thus maximise the satisfaction of their claims.

The biggest difference between out-of-court and court-driven restructurings centres on what can be achieved.
— Richard C. Pedone

FW: How do out-of-court restructurings compare with court-driven bankruptcies? What circumstances might make one particular avenue more advantageous for creditors?

Pedone: The biggest difference between out-of-court and court-driven restructurings centres on what can be achieved. For businesses with bond debt issued under US indentures, absent the consent of every single bond holder, the Trust Indenture Act (TIA) will prohibit the modification of the principal or interest to be paid outside of a public court process. This law greatly limits the ability of many businesses to restructure out-of-court. In recent months, US courts have applied the TIA’s protections more broadly than commonly expected and doubt has been cast on the finality of restructuring arrangements that many thought had been completed out-of-court. Accordingly, in many cases a public court driven process is the only alternative. In addition, absent a court process, it is often difficult to bind dissenting creditors. That said, while court approval is often necessary if a business has public bond debt, in all instances it is best to begin the court process with an agreement in place with major creditors.

Marinichev: Given the present Russian insolvency regulations, bankruptcy is clearly a very unwelcome procedure for a debtor’s creditors. In the overwhelming majority of Russian bankruptcy cases, most of the creditors do not achieve a substantive recovery of the value of their claims. Furthermore, in court driven bankruptcy proceedings the creditors are strictly bound by legal regulations which could sometimes prevent them from applying certain financial rehabilitation measures which are generally used in the normal course of business. In this instance, out-of-court restructuring of a company’s debt appears to be more advantageous for the creditors – however, in view of the lack of any legislation governing such out-of-court restructurings, this approach only works if the company is willing to cooperate and there is a general consensus among the creditors.

Gasowski: Out-of-court debt restructurings can be an alternative to any type of insolvency proceedings, be it reorganisation or liquidation. Compared with court-driven bankruptcies, out-of-court restructurings offer more flexibility in adopting specific measures suitable for the debtor’s business. An informal restructuring also allows the debtor and the creditors to reach an agreement without the involvement of the judiciary, and ensures the debtor’s rapid recovery. Court procedures are often more time consuming than an informal restructuring. Unfortunately, time is often of the essence as companies seek to avoid the liquidation of a debtor’s business. Moreover, delays often result in the depreciation of the value of the debtor’s enterprise. Also, out-of-court restructurings minimise the reputational damage of the debtor and make it easier for the debtor to continue its business than within a court restructuring. On the other hand, the basic disadvantages of out-of-court restructuring, as opposed to court-driven bankruptcies, is the difficulty in assessing the financial situation of the debtor, reaching agreement among the creditors, especially with a large number of creditors, and lack of supervision over the debtor’s activities. There is no direct connection between the degree of the financial difficulties experienced by the debtor and the best procedural route to deal with it. Companies that experienced minor financial difficulties may end up undergoing a formal bankruptcy procedure, while companies that experienced serious financial difficulties may successfully deal with out-of court-restructuring. It seems that a decisive factor in the choice of a particular procedure by a debtor or its creditors is the legal consequences resulting from each of the available procedures in a given jurisdiction.

Harrison: It could be argued that out-of-court restructurings, which do not use formal proceedings, save financially distressed companies significant amounts of time and money. Court-driven restructurings, however, offer debtors the opportunity to reorganise through a level playing field instituted by a moratorium or stay of all actions against the debtor or the debtor’s property. The US Bankruptcy Code, for example, provides debtors with procedures to efficiently litigate creditors’ claims, to reject certain contracts the debtor no longer wishes to perform, to sell assets, and to confirm a plan to reorganise the debtor’s business.

Durrer: Out-of-court restructurings are always preferred because they are less expensive and involve less certainty. In other words, a negotiated transaction is always more certain than one which a court must supervise and approve. The disadvantage of an out-of-court restructuring, of course, is that it is difficult or impossible to bind so-called ‘holdout’ creditors. In some countries, however, such as Russia, the insolvency regime is so disfavoured that the negative aspects of the regime themselves encourage creditors to cooperate in an out-of-court process. Moreover, because creditors often appreciate the familiarity and certainty of certain reorganisation regimes, they may, as often as not, refuse to challenge a plenary proceeding due to the benefits of that familiarity and certainty.

FW: How important is it to achieve consensus among creditors and other stakeholders? What are some of the common complications along the way?

Gasowski: Achieving consensus among creditors is a very difficult and time consuming process. Each of the creditors has its own agenda and interest in the highest satisfaction of its own claim. The different views of creditors are mostly seen in restructuring proceedings rather than bankruptcies, when the creditors need to reach an agreement for debt rescheduling. In general, creditors can be divided into two groups – large and small creditors. The first consists of banks and financial institutions that are usually interested in the highest satisfaction of their claims, rather than saving the debtor’s distressed business. The other group consists of trade creditors, contractors and employees that have an interest in preserving the business of the distressed company. However, their claims are often too small in value to have a major impact on the company’s restructuring efforts.

Durrer: In a world in which credit derivatives are more and more prevalent, creditors and other stakeholders within the same class can have very different motivations. Consensus is vital to an out-of-court restructuring, of course, but it is also important for an in-court insolvency. Consensus for an in-court process allows for a smooth transition into the court process, as well as assures a prompt and efficient exit. Varying motivations among creditors can cause stakeholders to act in unpredictable ways and delay a company’s exit from insolvency.

Harrison: Achieving consensus among creditors is very important for the success of both in-court and out-of-court restructurings. In Chapter 11 cases in the US, for example, consensus between creditors is critical for the success of a debtor’s plan of reorganisation. If a majority of the creditors in a particular class of claims objects to the proposed plan, the debtor may seek confirmation of its plan through a ‘cram down’. Additionally, in out-of-court restructurings, a debtor’s negotiations with creditors will be considered generally unsuccessful if 100 percent creditor consensus is not achieved. Creditor consensus may be particularly difficult to achieve in out-of-court restructurings if creditors believe that they will receive more generous terms by holding out. This may leave the debtor with no choice but to file a formal proceeding.

Marinichev: When restructuring Russian companies’ debts, consensus among the creditors is key. Russian law is neither familiar with schemes of arrangement nor provides for any other non-bankruptcy mechanism to force a non-consenting creditor to accept a deal. Consequently, as is often the case, just one creditor may obstruct the whole restructuring process. In a bankruptcy, it is important to be in alliance with the majority creditors, as they have the legal power to drive the bankruptcy proceedings forward and to procure the desired decisions at the creditors’ meetings. Russian insolvency law does not provide minority creditors with adequate protection in a bankruptcy, and sometimes selling a claim to a third party trying to achieve a majority of the creditors’ votes is a recommended course of action for such a minority creditor.

Pedone: Achieving consensus is extraordinarily helpful, and often essential, to out-of-court restructurings where, in contrast with a formal US restructuring under Chapter 11 of the Bankruptcy Code, one can’t ‘cram down’ dissenting creditors. However, the real focus needs to be on how one obtains consensus. Especially in the US, obtaining consensus often comes through relentless negotiation and search for creative compromise in parallel with the use of bankruptcy litigation. For better or worse, the US bankruptcy system is a court and litigation based system.

Achieving consensus among creditors is a very difficult and time consuming process. Each of the creditors has its own agenda and interest in the highest satisfaction of its own claim.
— Joanna Gasowski

FW: What advice would you give to multijurisdictional companies preparing to get involved in cross-border restructurings and bankruptcy proceedings? What are their options from the outset?

Durrer: We always advise companies to examine precisely what business goals are most important to turn around their fortunes. Is it liquidity? Is an operational restructuring, a reduction in force, disposing of non-core assets, and closing idle facilities, for example, necessary? Should the restructuring focus instead on a balance sheet adjustment? Once a company crystallises its goals, it can then determine what the best approach is – can a single plenary proceeding accomplish the task or is the cooperation of multiple insolvency regimes required?

Harrison: In preparing for cross-border restructuring proceedings, a multijurisdictional company should retain sophisticated counsel with experience in multiple jurisdictions in order to ensure that the company is properly advised regularly regarding the application of various cross-border insolvency laws. Additionally, multijurisdictional companies should develop an understanding of the cultural differences among the jurisdictions where they do business. This is helpful because the laws may differ substantially with respect to key components of the restructuring proceeding, including the prioritisation of claims, the implementation of a moratorium, and the ability to bind dissenting creditors.

Pedone: While most Fortune 500 sized companies facing problems bring advisers in early, even years ahead of potential issues, many mid-market companies wait too long. Thus, when what appears to be an unlikely event occurs, many options that would allow a restructuring to occur on a consensual basis have evaporated. Maximum optionality for restructuring can only be preserved if you know your options, so obtain advice early. Second, early in the process the leaders and advisers of the troubled businesses need to think deeply about what will be important to each major creditor group. Your creditors’ true motivations may not always be apparent on the surface. Finally, in all events it is crucial to maintain open lines of communications with the key creditors. Too often, uniformed and frightened creditors take sudden actions based on ignorance and those actions foreclose the possibility of a consensual restructuring.

Marinichev: When entering into restructuring discussions with a debtor company, it is crucial to understand whether a defaulted debt may indeed be successfully restructured or whether the company is just trying to win time. In the latter case, it may sometimes be advisable to push for bankruptcy straight away before any valuable assets or businesses can be moved out of a distressed company. Before initiating or joining bankruptcy proceedings, it is recommended that a creditor seriously considers both its chances of successfully recovering any significant portion of the debt and the costs of active involvement in bankruptcy proceedings. Should the ratio of anticipated costs to estimated recovery not be attractive, it may be worth considering selling the claim or even writing it off.

Gasowski: It is important that the company’s directors consider the provisions of the EIR, because they may find themselves obliged to apply the terms of this regulation. If it is not possible to apply the EIR, the company’s directors should then consider whether a given jurisdiction has committed itself to judicial recognition of foreign bankruptcy proceedings through the adoption the UNCITRAL Model Law on Cross-Border Insolvency. Company directors should be aware that the EIR and the UNCITRAL Model Law provide for the determination of a company’s COMI, distinction between tangible and intangible assets, movables and immovable assets and assets that require public registration. Moreover, both regulations contain many exceptions and reservations, with regard to, for example, secured claims, execution of rights in ream, and set-off rules that may impact the company’s ability to utilise its assets located abroad, and recognition of the foreign proceedings in another jurisdiction.

When entering into restructuring discussions with a debtor company, it is crucial to understand whether a defaulted debt may indeed be successfully restructured or whether the company is just trying to win time.
— Grigory Marinichev

FW: How do you see the restructurings and bankruptcy landscape unfolding over the coming 12 months? Do you expect to see greater numbers of firms involved in such a process?

Marinichev: The turbulent economy, falling oil prices and rigid US and EU sanctions have already triggered a large number of debt restructurings, where Russian companies facing difficulties in servicing their debt are trying to renegotiate the terms of their financing arrangements with their banks. The number of restructurings, and ultimately bankruptcies, in Russia will inevitably increase over the coming 12 months and will likely hit an all-time high. It is worrying to see how – and indeed if – the Russian economy will adapt to this distressed environment.

Durrer: Over the course of my career, I have witnessed how virtually all of my engagements involve cross-border issues. I have also seen how creative approaches to cross-border restructurings can accomplish more for a distressed company. I continue to expect more entrants into the space, but lack of expertise and experience can be harmful in ways that are hard to predict at the beginning of a transaction. Some of the most successful transactions involve firms that partner with each other across borders, taking advantage of local and global insights in order to leverage the best results for distressed companies.

Pedone: 2015 began with 30 percent more large company bankruptcy filings than the prior year. While we do not predict a cataclysmic end to the slow economic growth in the US, we do see warning signs on the horizon, especially in China. More highyield investors are concerned, and when they slow their lending, businesses ‘on the edge’ will be forced to restructure. So yes, expect a significant uptick in the number of cross-border restructurings over what we saw in 2014. However, we do not expect, given the low interest rate environment and widespread quantitative easing, that we will even begin to approach historic default rates.

Gasowski: The restructuring and bankruptcy outlook for the year ahead is hard to predict. It seems that stagnation in the eurozone, with the deflation of the European currency, and slowdown in Chinese growth, as well as other factors such as low oil prices, fighting in Ukraine, and turbulence in the Middle East, may result in an increased number of restructuring and bankruptcy proceedings.

Harrison: Over the next 12 months, I believe that we will see an increase in formal and informal cross-border restructurings and pre-negotiated or ‘prepack’ restructurings. In order to successfully represent their clients, the firms involved in these proceedings must have a unique set of skills and understanding of international insolvency regimes and the protocols associated with them. As a result, given the specific expertise involved, I think only those firms with a global footprint will be prepared to assist distressed companies as the amount of restructurings increase over the coming months.

Joanna Gasowski specialises in insolvency, corporate and financial restructurings, as well as banking and finance matters. Before joining K&L Gates, Ms Gasowski worked at the Warsaw office of a prominent international law firm and at a boutique bankruptcy law firm. She also worked at Citigroup Global Markets, Inc., Smith Barney Compliance Regulatory Unit in New York, where her practice included a broad range of regulatory issues, including various Financial Industry Regulatory Authority (FINAR) rules and regulations. She can be contacted on +48 22 653 4292 or by email:

Grigory Marinichev is a partner in Morgan Lewis’s Banking and Restructuring Practice. He focuses his practice on structured finance, syndicated lending, debt restructuring, and insolvency. He provides counsel on finance matters in a variety of industries – including metals and mining, telecommunications, oil and gas, and power. His clients include international banks, export credit agencies, multilateral financial institutions, and major Russian borrowers. Most recently, he represented Evraz on its US$900m pre-export finance facility arranged by a syndicate of international banks. He can be contacted on +7 495 212 2420 or by email:

Richard Pedone represents strategic and financial buyers of financially troubled businesses, purchasers of distressed debt, secured creditors and other parties in the financial restructuring and bankruptcy processes. Many of the matters that Mr Pedone handles involve litigated disputes, allegations of fraud and insolvency proceedings pending in multiple jurisdictions. He can be contacted on +1 (617) 345 1305 or by email:

Van C. Durrer II leads Skadden, Arps’ corporate restructuring practice in the western United States and advises clients in restructuring matters around the Pacific Rim. He regularly represents public and private companies, major secured creditors, official and unofficial committees of unsecured creditors, investors and asset-purchasers in troubled company M&A and financing and restructuring transactions, including out-of-court workouts and formal insolvency proceedings. He can be contacted on +1 (213) 687 5200 or by email:

L.P. Harrison is the co-chair of Curtis Mallet-Prevost Colt & Mosle LLP’s Restructuring and Insolvency group. He has experience in insolvency proceedings, workouts and liquidations on behalf of debtors, creditors and trustees. Clients include foreign and domestic, public and private corporations, financial institutions, underwriters and governmental creditors in Chapter 11 reorganisations, structured financings, distressed trades, asset and stock sales, and acquisitions. He can be contacted on +1 (212) 696 6199 or by email:

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