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Representing Insiders in a Chapter 11

Dawn Cica discussed representing insiders in Chapter 11 bankruptcies, focusing on pre-filing due diligence, conflicts of interest, and the importance of separate counsel. Key points included reviewing corporate bylaws, indemnification provisions, and director meeting minutes. Insider transactions, including loans, employment agreements, and distributions, were scrutinized for fairness. D&O insurance coverage and its implications in bankruptcy were also covered. Cica emphasized the need for independent directors and financial advisors to ensure fairness and compliance. She also addressed potential liabilities, such as breach of fiduciary duty, breach of contract, and avoidance actions like fraudulent transfers and preferences.

Tags:
Keywords:

pre-filing, due diligence, insider, chapter 11, corporate bylaws, indemnification, director, committee, personal guarantees, financials, insider transactions, fraudulent transfers, preferences, D&O insurance, automatic stay, independent fiduciary, DIP

Duration:

36 minutes 48 seconds

 Dawn Cica has more than 30 years of experience working on transactions of all types, including transactional aspects of bankruptcy and creditor’s rights such as strategic resolutions, workouts, restructurings, settlements, debtor-in-possession financings and asset purchases/sales    In addition to her transactional experience, Dawn has built a renowned bankruptcy practice representing creditors, committees, affiliated parties and debtors. She has been involved in many influential Nevada bankruptcies in various industries, including the Aladdin Resort, Station Casinos, Riviera Hotel & Casino, Jerry’s Nugget, Las Vegas Monorail, Lake Las Vegas, South Edge, Consolidated Resorts, Viansa Winery, Tower Homes, Village at Centennial Springs, CommPartners, Global Axcess, MEGO Financial, Integrated Financial Associates, USA Capital, Rodeo Creek Gold, Martifer Solar USA, Nevada Cancer Institute, Cal-Neva Lodge, LLC, New Cal-Neva Lodge, LLC, Nevada Gaming Partners, LLC, John Ritter, DC Solar and Lucky Dragon Hotel and Casio. She has also participated in bankruptcies and assignments for the benefit of creditors in California and New York. She is a graduate of the University of Nevada, Reno, with a  B.S. and MBA in finance, and a graduate of the University of California  Los Angeles School of Law.  She has received numerous industry and peer  recognitions, including the National M&A Advisory Award for Real  Estate Deal of the Year – Chapter 15 Sale of the Veris Gold Mine (2015); and Nevada and Top 50 Women Mountain States Super Lawyer.

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