Mr. Fromme is a partner in the Trial Section and the Corporate Restructuring and Creditors' Rights Group. Mr. Fromme specializes in the representation of companies restructuring their financial affairs and the representation of creditors in their dealings with financially distressed companies, both in and out of court. Mr. Fromme also specializes in the representation of private equity funds, hedge funds and other strategic buyers in the acquisition of control positions in, or the purchase of, financially distressed companies. A substantial portion of his practice also involves advising boards of directors of companies on corporate governance and fiduciary duty matters in the restructuring context.
Mr. Fromme has advised clients on, and litigated at the trial and appellate levels, the significant legal issues inherent in modern restructuring and financial practice, including adequate protection of security interests, cash collateral usage, valuation, preferences, and fraudulent transfers. He has successfully handled a variety of highly contested trials in bankruptcy courts, including a multi-week plan confirmation trial, as well as bankruptcy appeals.
Mr. Fromme has served as President of the Orange County Bankruptcy Forum and as a long-time member of its Board of Directors. He has also served as a member of the Board of Directors of the California Bankruptcy Forum.
Some of Mr. Fromme's most notable matters over the past few years have included the representation of:
· Affiliated Media, Inc., the second largest newspaper company in the United States. Mr. Fromme served as lead restructuring counsel in its prepackaged bankruptcy, achieving acceptance of its prepackaged plan by virtually all creditors and confirmation of the plan in only 41 days.
· Kenner & Company, a private equity fund. Mr. Fromme represented this existing equity holder in maintaining ownership of Atrium Corporation, a window and patio door manufacturer, through a chapter 11 case via a "new value" plan of reorganization.
· Scotia Pacific Company, LLC, a redwood timber company. Mr. Fromme represented Scotia Pacific in its chapter 11 bankruptcy in the Southern District of Texas. Mr. Fromme headed the debtor's litigation team in the highly contentious chapter 11 case. The Scotia Pacific case is remarkable for the number of issues that were fully litigated, including venue, use of cash collateral, Scotia Pacific's alleged status as a single-asset real estate debtor, exclusivity, valuation, cram down standards, administrative claims, and a stay pending appeal. Mr. Fromme first-chaired Scotia Pacific's trial-level defeat of the single-asset real estate motion and was also co-lead counsel in obtaining an affirmance from the Fifth Circuit Court of Appeals, in one of the first cases to be directly certified to the Circuit Court of Appeals from the bankruptcy court. The opinion is the only Circuit Court of Appeals decision on the issue so far. The multi-week contested confirmation trial in the Scotia Pacific case, in which Mr. Fromme had second-chair responsibilities, involved five competing plans of reorganization, cram down standards, and valuation of Scotia Pacific's assets.
· Almatis, a European-based alumina company. Mr. Fromme served as co-lead restructuring counsel, working with a team to develop a restructuring plan that involved a chapter 11 filing in the United States and related insolvency proceedings in Europe. Mr. Fromme co-led negotiations and prepared all corporate entities for the chapter 11 bankruptcy filing and related foreign proceedings.
· Nortel Networks Inc.: Mr. Fromme represented a private equity firm in its attempted acquisition of Nortel's enterprise solutions business, which had operations in the United States, Canada, Europe, the Middle East and Africa.
· World of Jeans & Tops, Inc., a California-based apparel retailer. Mr. Fromme represented this client in its attempt to purchase a competitor through bankruptcy.
· Fleetwood Enterprises, Inc. and its subsidiaries, a California producer of manufactured housing, travel trailers and recreational vehicles. Mr. Fromme, as co-lead restructuring counsel, advised Fleetwood as it attempted an out-of-court restructuring and an Exchange Offer. Mr. Fromme prepared Fleetwood and its subsidiaries for a chapter 11 bankruptcy filing.
· Sportsman's Warehouse, Inc., an outdoor products retailer. Mr. Fromme successfully defended objections to an investment banker's success fee in the company's chapter 11 case.
· Byram Concrete et al., a construction company. Mr. Fromme represented Citibank, a secured lender, resulting in plan confirmation and substantial recovery through a chapter 11 bankruptcy.
· CIT Group Inc. et al, a small business and middle market lender. Mr. Fromme represented M&T Bank in the enforcement of its investments and loans relating to railcar leases.
· Lehman Brothers, Inc., a global financial services firm. Mr. Fromme represented the SIPC Trustee relating to cross-border issues in the liquidation of Lehman Brothers.
· Hoop Holdings, LLC and its subsidiaries, former operators of several hundred Disney Stores in the United States and Canada. Mr. Fromme was co-lead restructuring counsel to Hoop as it negotiated an out-of-court restructuring and prepared for a bankruptcy filing designed to effectuate that restructuring.
· Fluor Enterprises, Inc., an engineering and services firm. Mr. Fromme represented Fluor in the acquisition of the assets of Philip Services Corporation, and then in the chapter 11 bankruptcy case of Philip Services Corporation, et al. Mr. Fromme successfully litigated Fluor's multi-million dollar claims in the Philip Services' cases, which included breach of contract, lien perfection and fraud issues.
· Anacomp, Inc., a data storage and business software services company. Mr. Fromme represented Anacomp in successful litigation in federal district court against the New York Stock Exchange enforcing Anacomp's contractual rights.
· Epicor Software, Inc., a management services software company. Mr. Fromme represented Epicor in successful litigation in federal district court enforcing Epicor's contract remedies and defending claims of fraud.
· Advanced Tissue Sciences, Inc., a publicly traded biotechnology company. Mr. Fromme prepared Advanced Tissue Sciences for filing a chapter 11 bankruptcy on an emergency basis; assisted it in divesting its assets, including valuable intellectual property; and confirmed a liquidating plan without solicitation within five months of commencement of the case.
· McCurdy Circuits, Inc., a printed circuit board manufacturer. Mr. Fromme filed an emergency bankruptcy case to prevent foreclosure by secured lenders and then managed an orderly liquidation as the company sold off its assets and wound down its business.
· IMAX Corporation, the designer and manufacturer of IMAX cameras, projectors and theatres, and a significant creditor in the Edwards Theatres Circuits chapter 11 reorganization. Mr. Fromme represented IMAX as it contested the confirmation of Edwards' plan of reorganization, and defended IMAX as Edwards objected to IMAX's claims, which involved contract, franchise and trademark law.
· BMC Software, Inc., a provider of enterprise management software. Mr. Fromme advised BMC in matters relating to the chapter 11 bankruptcies of Enron Corporation and its affiliates. Mr. Fromme advised BMC to terminate its contracts prior to Enron's bankruptcy filings, and then negotiated with Enron to settle damage claims raised by Enron for those contract terminations. Mr. Fromme also successfully litigated BMC's claims in the Enron bankruptcies.
· Allergan, Inc., a specialty pharmaceutical company. Mr. Fromme represented Allergan's interests in a number of bankruptcy cases. For example, Mr. Fromme represented Allergan in matters related to the chapter 11 bankruptcy of Kmart, including its negotiations of post-petition credit terms and successful litigation of Allergan's claims in the case.
· Pharmachem, a pharmaceutical company. Mr. Fromme represented Pharmachem in its acquisition of the assets of chapter 11 debtor American Ingredients, Inc.
· James Hardie Industries Ltd., an international industrial building materials company. Mr. Fromme represented James Hardie in matters relating to potential liability due to exposure to asbestos products. Mr. Fromme represented James Hardie in entering into a 40-year Funding Agreement to compensate asbestos claimants in Australia.
· Asbestos Assets Acquirers. Mr. Fromme represented purchasers of asbestos-related assets from Halliburton Energy Services' subsidiaries in chapter 11 bankruptcy. Mr. Fromme advised on the protections provided by the United States Bankruptcy Code, and specifically Section 524(g), to a reorganized debtor, and to the buyers of its assets, against present and future asbestos claims. Mr. Fromme advised the purchasers on their potential liability, whether they could take advantage of immunity, the interplay of pending federal legislation, the constitutional issues involved, and the potential challenges to the confirmation of the plan of reorganization.
· In re Scotia Pacific Co., LLC, 508 F.3d 214 (5thCir. 2007) (holding, among other things, debtor conducted "substantial business" other than operation of the real estate and thus did not qualify as a SARE debtor).
· " Feeling Inadequate? What's Enough, and When Must a Debtor Pay It?, American Bankruptcy Institute, February 2011
· " Single Asset Real Estate - Fast Track Bankruptcy Cases", Orange County Business Journal, May 2009
· The European Travelers Guide to Chapter 11, Daily Bankruptcy Review, May 5, 2010
· "Singled Out - Chapter 11 Provides Only Temporary Respite to an Entity in a Single Asset Real Estate Bankruptcy, Los Angeles Lawyer, January 2012
· "Stern v. Marshall Bankruptcy Case: Bombshell or Dud? (Part I and II)," Los Angeles Daily Journal, October 2011
· "Reorganization For One: Chapter 11 for High Net Worth Individuals," Los Angeles Daily Journal, June 2011
· "Feeling Inadequate? What's Enough, and When Must a Debtor Pay It?" American Bankruptcy Institute Journal, February 2011
· What Bankruptcy Lawyers Need to Know About New Requirements for Drafting Disclosure Statements in 2011, ExecSense webinar, February 2011
· The Warn ACT: Implications to Chapter 11 Debtors, the Orange County Bar Association, Commercial Law and Bankruptcy Section
· Basics of Bankruptcy Practice, New York State Bar Association
· Single Asset Real Estate Status: Slippery Slope to the Fast Track, Orange County Bar Association, Commercial Law and Bankruptcy Section
· American Bankruptcy Institute
· Orange County Bankruptcy Forum (Past President and Board Member)
· Orange County Bar Association (Commercial Law and Bankruptcy Section)
· California Bankruptcy Forum
Awards & Honors
· Listed in Best Lawyers in America (Woodward/White) 2013, Bankruptcy and Creditor Debtor Rights/Insolvency and Reorganization Law