The Information Sharing (Disclosure by the Registrar) Regulations 2024 (the “Regulations“) came into force in December 2024. The Regulations enhance insolvency practitioners (including the Official Receiver) (“IPs“) powers of investigation by providing them with greater access to information held by Companies House.
Continue Reading New UK Regulations Enhance Insolvency Practitioners’ Access to Data held by Companies HouseBankruptcy and Restructuring in the US: A Snapshot of 2024




2024 brought a number of headline stories that will impact the bankruptcy and restructuring market in 2025 and beyond. A few of those are summarized below.
LMEs (Of course). Liability management exercises — sometimes referred to as “lender-on-lender violence” — continued on their growth trajectory during 2024, with restructuring advisors looking for (and finding) gaps in credit documents that allow for the practice. While uptiers, drop-downs and double-dips were all the talk of the first 364 days of the year, the Fifth Circuit’s ruling in Serta coming on December 31st closed out the year with a bang (or a thud). The Circuit Court reversed former Bankruptcy Judge David Jones’ ruling which had blessed Serta’s uptier transaction (allowing the majority lenders to leapfrog the non-participating lenders). Judge Jones’ original decision, coming from a prominent jurisdiction (Southern District of Texas) was a “stamp of approval” for many uptier transactions that came before and that followed. Among other things, the District Court found that the exchange of existing debt for newly issued senior debt did not constitute an “open market purchase” because it was not made available to all lenders. The District Court further remanded to the Bankruptcy Court the question of whether the excluded lenders had valid counter-claims (breach of contract, etc.) against the participating lenders and the borrower. The court further stripped certain indemnification provisions that had been included in the plan to protect against such a ruling. This brand new decision will likely have a dramatic impact on the feasibility of future LME transactions (at least until the drafting catches up). Others transactions that do not rely on open market purchases (J.Crew, for example) will be less impacted by the ruling.
Purdue Pharma. The Supreme Court finally got an opportunity to weigh in on the lengthy saga regarding the validity of non-consensual third-party releases in favor of members of the Sackler family. Purdue’s plan of reorganization was premised on a massive settlement with the family that would have resulted in approximately $6 billion from the family directed for creditor recoveries. The Court considered whether the Bankruptcy Code allows a Bankruptcy Court to authorize the release of claims against non-debtors absent the consent of potential claimholders. No, said a divided Court in the highly anticipated ruling (interestingly with Gorsuch authoring the opinion and Kavanaugh the dissent). While the ruling was limited to non-consensual releases, questions remain as to what constitutes consent and what becomes of non-consensual releases in plans that had been confirmed prior to the ruling.
Retailers. Large big box retailers and other household brand names continued to deal with trouble in 2024. Rite Aid, Big Lots, Conn’s HomePlus, Express, Rue21, Ture Value and Sam Ash Music all filed bankruptcy. As for restaurant chains, Red Lobster and TGI Fridays filed for bankruptcy relief as well. Adjusting to a new retail environment due to on-line competition and changing customer behaviors continues to be difficult for many retailers and restaurants.
New Jersey Bankruptcy Court. Texas’ loss was New Jersey’s gain in 2024. The Bankruptcy Court for the Southern District of Texas had become an attractive venue for bankruptcy filings over the last nine or ten years, growing in prominence since the series of exploration and protection companies sought protection there in 2016-2017. (Remember when a barrel of oil fell to $20?) Concerns over the aforementioned Judge Jones’ ethics led to his resignation in 2023 and legal tangles with many, including a prominent local firm, have dominated the news from the district since. One result has been that a the Southern District of Texas, one that had been attracting many mega bankruptcy cases, has seen those filings drop in 2024 while New Jersey has taken up the slack. New Jersey may also benefit from rulings in the Eastern District of Virginia (e.g., Enviva) that have raised conflict issues for debtor counsel that are often brushed aside in other districts. Indeed, the Bankruptcy Court of New Jersey saw two of the largest cases of 2024 in WeWork and Rite Aid, a trend that will likely continue in 2025.
We’re looking forward to seeing which of these stories and themes influence bankruptcies and restructurings in 2025.
Continued Pain in the Retail Sector: Coming Enforcement of Forced Labor Laws


After a pause in 2022, there has been much talk of the continuation, or resumption, of a wave of retail bankruptcy cases as we begin 2023. 2022 was highlighted by Revlon’s filing (discussed here: Revlon May Signal Another Wave of Retail Bankruptcies | Retail & Consumer Products Law Observer (retailconsumerproductslaw.com)). Revlon pointed to a number of issues that led to its filing, including most prominently, supply chain issues. Severe impediments in the supply chain – whether the inability to source product or the costs and delays in received goods — have been cited by many debtors since Revlon since as a leading cause of their distress. And it may get much worse before it gets better, particularly for companies that source, directly or indirectly, from China.
Continue Reading Continued Pain in the Retail Sector: Coming Enforcement of Forced Labor LawsA Line in the Sand: Caymans Proceeding Ineligible for Chapter 15

Chapter 15 of the Bankruptcy Code provides a mechanism for United States cooperation and coordination with insolvency proceedings abroad, often affording foreign debtors wide-ranging relief and expansive rights through the United States Bankruptcy Court system. Not all proceedings in foreign jurisdictions are eligible — in order to be so, a proceeding must constitute a “foreign proceeding” under the Bankruptcy Code. The Bankruptcy Code defines a “foreign proceeding” as “a collective judicial or administrative proceeding in a foreign country… under a law relating to insolvency or adjustment of debt in which proceeding the assets and affairs of the debtor are subject to control or supervision by a foreign court, for the purpose of reorganization or liquidation.” It is generally understood that the definition should be interpreted liberally. Recently, the Bankruptcy Court for the Southern District of New York tested the limits of Chapter 15, providing important guidance regarding the eligibility of proceedings that do not involve “insolvency or the identification, classification, or satisfaction of debt.” See In re Global Cord Blood Corporation, Case No. 22-11347 (December 5, 2022).
Continue Reading A Line in the Sand: Caymans Proceeding Ineligible for Chapter 15When Is an Event of Default “Continuing”?




Over a decade after Lehman’s insolvency, the English High Court handed down a key judgement in Grant v FR Acquisitions Corporation (Europe) Ltd [1] on 11 October 2022. The judgement provides commentary on when certain Events of Default have occurred and are “continuing”.
Although the court addressed these issues in the context of interest rate swaps entered into pursuant to an ISDA Master Agreement (the “Transactions”) and the impact of Lehman’s UK entity, LBIE, coming out of administration, the judgement may have implications beyond the derivatives market, for example in the context of financing agreements, corporate documentation, and distressed debt trading, as well as cross-border restructuring or insolvency situations.
Continue Reading When Is an Event of Default “Continuing”?Successor Liability and Section 363: A Broad Interpretation of an “Interest in Property”

The purchase and sale of assets by a debtor is governed by Section 363 of the Bankruptcy Code. So-called “363 sales” are typically attractive from a buyer’s perspective (and may be a primary reason for a bankruptcy filing). Perhaps the most important benefit afforded to buyers in 363 sales is the ability to acquire assets “free and clear” of claims and interests of third parties. Section 363(f)(5) of the Bankruptcy Code provides that a debtor can sell property free and clear of any interest in such property when a third party “could be compelled, in a legal or equitable proceeding, to accept a money satisfaction of such interest.” But what constitutes an “interest” remains the subject of some debate, particularly as it relates to successor liability claims. One category of successor liability claims that may arise in traditionally unionized industries are the claims of pension funds that are triggered by a participant’s withdrawal. “Withdrawal liability” arises under the Multiemployer Pension Plan Amendments Act of 1980 (“MPPAA”) and may, at times, be asserted against a purchaser of the participant’s assets, typically where it had notice of the claim at the time of the acquisition and where there exists a “substantial continuity” in the business operations following the purchase.
Continue Reading Successor Liability and Section 363: A Broad Interpretation of an “Interest in Property”Your Counterparty Filed Chapter 11 – Make Sure to Check These 10 Boxes

On September 14, Crowell partners Rick Hyman and Gregory G. Plotko, together with Dawn Haghighi, General Counsel of PVC Murcor, published an article on the Association of Corporate Counsel’s ACC Docket, “Your Counterparty Filed Chapter 11 – Make Sure to Check These 10 Boxes.” The article provides valuable insight for in-house counsel who find themselves dealing with a bankrupt counterparty, and are unsure of their next steps. For the full article, view it here on the web, and remember to subscribe and check back soon for more posts on Restructuring Matters.
Merchant Cash Advance Redux: Loan vs True Sale – New York Federal Courts Weigh In


In our February 14, 2022 post, we highlighted certain consequences regarding the treatment of a merchant cash advance (“MCA”) transaction as a “loan” rather than a “true sale” of receivables or future receivables and the implications of such treatment to an MCA provider. Among the takeaways was that a court’s characterization of an MCA transaction as a loan opens an MCA provider up to a host of potential claims by cash advance recipients (“customers”) and their successors (e.g., bankruptcy trustees) that are not otherwise available if the transaction is treated as a true sale.
Continue Reading Merchant Cash Advance Redux: Loan vs True Sale – New York Federal Courts Weigh InSDNY Bankruptcy Court Prohibits a Court Appointed Claims Agent from Selling Direct Access to Creditor Claims Register Data to XClaim

In a matter of first impression relating to an important bankruptcy claims administration issue, Judge Sean H. Lane of the United States Bankruptcy Court for the Southern District of New York, recently denied the ability of a court appointed claims agent to sell and profit from providing direct access to publicly available claims register information. The unsuccessful purchaser of such information was XClaim Inc. (“Xclaim”), a relatively new venture that is seeking to develop a web-based claims trading platform. Pursuant to an “access agreement” with the claims agent (which Judge ordered to be disclosed to the public), Xclaim sought exclusive access to creditor data in a digital format that is compatible with Xclaim’s platform – presumably to immediately utilize such data to solicit creditors and drive them to their claims trading website. In exchange for providing direct access and related services, the claims agent would have received a processing fee equal to 10% of the commission collected for each transferred claim.
The issue of claims agents entering into these access agreements with Xclaim was first revealed in the Pareteum case, where Judge Lisa G. Beckerman inquired whether that claims agent had a contractual relationship with Xclaim and questioned the legitimacy of such an arrangement. The issue was then raised again in the Voyager and Celsius bankruptcy cases, but those claims agents agreed to carve out the access arrangement with Xclaim and therefore avoided the issue altogether. While Judge Lane passed no judgement on the morality of such a venture, he found that the arrangement specifically violated numerous section of Federal law including 28 U.S.C. § 156(c), 28 U.S.C. § 1930(e) and SDNY Bankr. Local Rule 5075-1. Those rules and regulations govern the ability of a claims agent to act as the Clerk of the Court in providing non-exclusive access to the public claims register as well as proscribing and limiting the fees that may be charged for performing these quasi-Clerk services. Judge Lane found that Xclaim’s fee arrangement could not be reconciled with the applicable rules and regulations including the proscribed fees that may be charged.
Judge Lane’s ruling can be found in the record of the hearing held on July 20, 2022 in the In re Madison Square Boys & Girls Club, Inc. bankruptcy proceeding, Case No. 22-10910-shl.
Cryptocurrency Hedge Fund Three Arrows Capital and Platform Voyager Digital Resort to Bankruptcy for Relief

