I. Materials. A. REQUIRED: Elizabeth Warren and Jay Westbrook, THE LAW OF DEBTORS AND CREDITORS (7TH ED. 2014).

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BANKRUPTCY

Syllabus - Winter 2015 Professor Oren Haker [email protected]

[email protected] Tuesday, Thursday 1:30 – 3:00 p.m.

Room 118

Office Hours: 11:00--1:15 (T, Th) or By Appointment Telephone: (503) 294-9338 (M, W, F)

(917) 697-8603 (T, Th)

I. Materials

A. REQUIRED: Elizabeth Warren and Jay Westbrook,THE LAW OF

DEBTORS AND CREDITORS (7TH ED.2014).

B. REQUIRED: Elizabeth Warren,BANKRUPTCY &ARTICLE 9,2014

STATUTORY SUPPLEMENT.

C. Supplemental materials will be posted on a rolling basis. In addition, I may use powerpoint slides during lectures and class discussion. These slides will be made available on the course website, again on a rolling basis.

II. Course Objectives

This course will provide a comprehensive introduction to the world of insolvency law. I intend to weigh the course in favor of business bankruptcy cases, which are almost exclusively governed by Chapter 11 of the Bankruptcy Code, though many of the concepts applicable in Chapter 11 cases are likewise applicable in Chapters 7/13 consumer cases, as well as in Chapter 9 municipal cases. My rationale for doing so is based, in part, on the fact that the trajectory of consumer cases tends to be more formulaic and governed by local and national forms. However, the issues that arise in consumer cases are just as important and can be just as hairy.

Above all, this course should provide a framework for how to think on behalf of an insolvent client and/or against an insolvent adversary. Many of you will not go on to be bankruptcy lawyers, but all of you will face, at one point or another in your careers, financial distress in your clients or your clients’ adversaries.

Bankruptcy law is socioeconomic in nature. It speaks as much to societal values as it does about financial principles and the capital markets. Ultimately, you can be the judge as to whether the Bankruptcy Code strikes the appropriate balance between protecting the property and contractual rights of creditors and providing debtors, both corporate and consumer, with a fresh start.

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III. Attendance, Preparation & Participation

I will take informal attendance each class. Please endeavor to sit in the same location during each class, as that will help me get to know each of you during the term. While this class is a lecture, I expect student participation by the time we enter the second week of the course. At the end of Class 4 on January 15, I will distribute a class

participation list that delineates the week during the term that you will be on call.

Multiple students may be on call during any particular week. If you cannot attend or will not be prepared during the week you are on call, let me know in advance and we can make alternate arrangements. In the event you do not let me know in advance, failure to attend or to be prepared during your assigned week may negatively affect your grade.

The reading assignments are intended as background for the concepts that we will be discussing in class. Please do not feel obligated to outline the cases in the textbook. In addition to reading the portion of the textbook assigned for a particular class, I strongly encourage you to make a good faith attempt at working through the problem sets at the end of each assigned section in the textbook. We will work through a number of these problems during class. However, we will not have time to work through every problem in the textbook. To the extent you have questions regarding any of the problem sets in the textbook, please do not hesitate to reach out to me to discuss.

IV. Office Hours & Email

My office hours are Tuesday and Thursday from 11:00--1:15 or by appointment. You should not hesitate to reach out to me to discuss any questions. I can be reached by email at [email protected] (with a cc: to [email protected]) and by phone on Mondays, Wednesdays and Fridays at (503) 294-9338 and Tuesdays and Thursdays at (917) 697-8603. In the event that you would like to meet, feel free to email or call me to set up a mutually convenient time. I will do my best to be available. However, in the event there is some delay in my response, please know that I am balancing a full-time practice and that I will respond as soon as I am able.

I will distribute materials via email or post them on CANVAS.

V. Exam

I will base your grade primarily on the examination. The exam will be open book and you will be allowed to bring to the exam the Textbook, Statutory Supplement and your class notes or outlines. You will not be allowed to bring any study aids or treatise material to the exam.

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student demand, I would be happy to schedule an examination preparation session prior to the examination.

VI. Syllabus – Revised as of January 11, 2015

I will supplement the textbook assignments with portions of the Statutory Supplement and other materials on a rolling basis.

CLASS 1 – Tuesday, January 6

Introduction to Bankruptcy Law in the United States; State Law Debt Collection

Textbook: pp. 1–21

(Recommended Reading: pp. 23–51; 331–345)

CLASS 2 – Thursday, January 8

First Principles of Business Reorganizations and Going-Concern Value; Overview of the Bankruptcy Code

Textbook Problem Sets 1; 2.3, 2.4

Article: The Bankruptcy Clause, the Fifth Amendment, and the Limited Rights of Secured Creditors in Bankruptcy

Statutory Supplement: UCC 9-301, 9-333, 9-609

Debtors and Case Commencement; Automatic Stay

Textbook: pp. 55–73; 345–355; and 383–390. Textbook Problem Set 3

Statutory Supplement: §§ 101, 109, 301, 302, 303, 362.

CLASS 4 -- Thursday, January 15

Adequate Protection; Exceptions to and Relief from the Automatic Stay

Textbook: pp. 390–409 Textbook Problem Set 17

Statutory Supplement: §§ 361, 362

The Bankruptcy Estate in Chapters 7, 11 and 13

Textbook: pp. 79–104; 105–115 Textbook Problem Set 4

Statutory Supplement: §§ 541, 542, 543

Claims Allowance, Priority and Distribution

Textbook: pp. 129–154; 153–154 Textbook Problem Sets 6 and 7 Statutory Supplement: §§ 502, 506

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CLASS 7– Tuesday, January 27

Secured Creditors’ Treatment under Chapter 13

Statutory Supplement: §§ 1301–1307, 1321–1330.

Unsecured Creditors’ Treatment under Chapter 13

Statutory Supplement: §§ 1301--1307, 1321--1330

CLASS 9 – Tuesday, February 3

Discharge & Chapter 7 Debtor Post-Bankruptcy

Textbook: pp. 155–181; 185–202 Textbook Problem Sets 8 and 9. Statutory Supplement: §§ 523, 524

CLASS 10 – Thursday, February 5 Consumer Chapter Choice

CLASS 11 – Tuesday, February 10 Consumer Bankruptcy Wrap-Up

CLASS 12 – Thursday, February 12

Operating A Business in Bankruptcy; Fiduciary Duties

Textbook: pp. 413–433; 741–762 Textbook Problem Sets 18 and 33

Statutory Supplement: §§ 363, 1102--1109, 1112, 1129(a)(3)

CLASS 13 – Tuesday, February 17 DIP Financing; Chapter 11 Professionals

Textbook: pp. 435–452; 767–796 Textbook Problem Sets 19 and 34

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CLASS 14 – Thursday, February 19 Strong Arm Statute; Preferences

Statutory Supplement: §§ 544, 546, 547, 550

(Note: We will not be covering the floating lien in pp. 482--488.)

CLASS 15 – Tuesday, February 24 Fraudulent Transfers

(Note: We will not be covering safe harbors.)

CLASS 16 – Thursday, February 26 Executory Contracts

Textbook Problem Sets 25 and 26

CLASS 17 – Tuesday, March 3 Chapter 11 Plan Confirmation

CLASS 18 – Thursday, March 5 Chapter 11 Cramdown

CLASS 19 – Tuesday, March 10

Bankruptcy Sales and Distressed Asset Strategies

CLASS 20 – Wednesday, March 11 Jurisdiction

Textbook: 853–884 Textbook Problem Set 37