As the volatility in the credit markets forces companies into financial crisis, savvy investors are examining opportunities to purchase businesses at bargain prices. These new investment opportunities present a host of legal and financial considerations for the investor. Our team assists potential investors with assessing such opportunities, including:

• Identifying and evaluating distressed targets, including an analysis of the target's capital structure and the identification of opportunities and risks in the "fulcrum security"
• Identifying potential value enhancing strategies for the target options analysis, including:
  • Consensual restructurings: operational/structural innovations, legal and financial engineering
  • Rescue financings/new money lending: PIPEs, converts, debt with warrants available restructuring procedures: chapter 11 plan sponsorship, section 363 sales, schemes of arrangement, administration sales and assessing the potential tax ramifications of each option
  • Assisting investors in managing the acquisition process by analyzing bid procedures, constructing competing bids, participating in auction and sale processes, and navigating accelerated sales
  • Advising successful acquirers regarding board representation and other corporate governance issues

Cadwalader brings together leading M&A and private equity lawyers and the talents of a prominent full service Financial Restructuring group to help analyze and evaluate the possible risks and rewards of various courses of action and to execute on the best strategy for a troubled business, both offensively and defensively. They also are able to call upon their colleagues with expertise in complex financial products and transactions, insurance, real estate, environmental, antitrust, regulation, tax, and litigation issues.

We also work with our debtor clients that may be in, or potentially face, stress at the earliest stages, providing preventative and defensive measures before a crisis to sustain value, manage difficult issues, avoid liability and, as appropriate, preserve a company's independent standing or position it so that it is most attractive to suitable investors. Our team works closely with management to:

• Assess the company's situation by reviewing credit exposures and documentation, including guarantees, covenants, MAC triggers, contingent liabilities, capital structures, regulatory imposed capital requirements, and near term liquidity
• Advise on corporate governance and compliance issues
• Evaluate customer, employee, vendor, and creditor relations
• Insulate the company from liability, and its officers and directors from personal liability, by ensuring proper documentation of board actions and conducting compliance reviews and audits as appropriate
• Identify and develop alternative strategies, including implementing cash conservation techniques, an immediate sale of all or a portion of the business to realize remaining value, a refinancing through an out-of-court transaction, such as an equity infusion or a consensual restructuring to reduce debt or debt services, or a bankruptcy-related process, such as a section 363 asset sale or chapter 11 bankruptcy plan
• Execute a transaction, including structuring and documenting deals, arranging financing, and obtaining regulatory approvals in a way that withstands stakeholder challenges

Experience

• United States Treasury Department Presidential Auto Task Force on General Motors' exposure to Delphi Corporation and worked with the major stakeholders in Delphi's bankruptcy to achieve a successful emergence of Delphi from bankruptcy that involved a sale of substantially all of Delphi's assets to its lenders and General Motors
• Parties buying and selling distressed assets from Lehman Brothers, AIG, and other leading bankrupt or severely distressed companies
• Stearns Companies Inc. in its acquisition by JP Morgan Chase
• Northwest Airlines, Inc. in its reorganization under chapter 11 of the U.S. Bankruptcy Code, including advice regarding business combinations with strategic partners
• Bay Harbour Management LC and affiliates as stalking horse bidder in the $160 million purchase of retailer Steve & Barry's LLC

We believe that our continued strength lies in ensuring that we attract, retain, and nurture the very best talent from all backgrounds, and we expect the future complexion of Cadwalader, Wickersham & Taft LLP will, with each passing year, more closely reflect the global community that we serve. 

Cadwalader has worked diligently to promote an inclusive work environment and, over the years, has developed many initiatives to fit our unique goals and challenges on issues of diversity and inclusion.  With the creation of the Cadwalader Center for Diversity & Inclusion (CCDI), a central resource for the firm’s diversity programs, initiatives and policies, we aim to improve upon our successes and follow through on our promise to weave diversity and inclusion principles into the fabric of our culture. 

The mission of the CCDI is to enhance gender, racial/ethnic, and LGBT diversity and inclusion within the firm to create an unrivalled environment that attracts, retains and promotes the best and brightest talent available to serve our clients. Governed by the Global Diversity Committee, chaired by Patrick T. Quinn, Managing Partner, the CCDI is a vehicle to support the work we currently perform, to reinforce our dedication to that work, to recognize outstanding effort and to communicate - to each other and to the clients we serve - our longstanding commitment to diversity and inclusion.

Recent Programs & Events

The Cadwalader Center for Diversity and Inclusion hosts programs and events throughout the year that are designed to increase cultural competence, celebrate history and heritage and educate attorneys on how to work effectively on diverse teams.

From Megan’s Law to Bernie Madoff: A Conversation with Judge Chin

- July 23, 2015

The Cadwalader Asian Pacific American Attorney Resource Group hosted a conversation with the Honorable Denny Chin, United States Circuit Judge for the Second Circuit.  During the interactive conversation, Judge Chin discussed his experiences as a federal judge and his path to the bench. Attendees had the opportunity to network and speak with Judge Chin during the cocktail reception that followed.

The Fight for Marriage Equality in the Supreme Court

- June 9, 2015

The Cadwalader LGBT Network and the Gay & Lesbian Advocates & Defenders (GLAD) hosted a Pride Month event, The Fight for Marriage Equality in the Supreme Court, featuring Mary Bonauto, GLAD’s Civil Rights Project Director and Janson Wu, GLAD’s Executive Director. During the presentation Mary discussed her experience arguing before the U.S. Supreme Court for marriage equality and Janson discussed the future of the LGBT rights movement.

Justice Denied: Wards Cove Packing Co. v. Atonio

- May 12, 2015

Members of the Asian American Bar Association of New York, including Cadwalader attorneys and the Honorable Denny Chin of the U.S. Court of Appeals for the Second Circuit presented a case reenactment of Wards Cove Packing Co. v. Atonio, a landmark employment discrimination case. The presentation told the story of the Wards Cove workers through narration, reenactment of court proceedings, and historic photographs. To view the performance, click here.

The Partner Track

- May 5, 2015

The Cadwalader Asian Pacific American Attorney Resource Group and the Women’s Leadership Initiative co-hosted a panel discussion with Cadwalader Partners, Ingrid Bagby, Kathy Chin and Athena Eastwood, focusing on their career experiences and paths to partnership. The panel was moderated by Helen Wan, author of The Partner Track, a fictional story about a young Asian-American corporate associate up for partner at her New York law firm.

“From Selma to Ferguson to Today: Why Civil Rights Matter,” featuring Professor Charles Ogletree, Harvard Law School

- April 29, 2015

The Cadwalader Black and Latino Association hosted a conversation with Charles Ogletree, Harvard Law School Jesse Climenko Professor of Law, and Founding and Executive Director of the Charles Hamilton Houston Institute for Race and Justice.  The conversation was followed by a cocktail reception where attorneys had the opportunity to network  and speak with Professor Ogletree.

The Art of Building Business Relationships and Executive Presence

- March 25, 2015

The Women’s Leadership Initiative and Diane Darling, Founder of the Darling Institute, hosted a workshop on building business relationships and executive presence.  This interactive presentation explored how professionals at all stages of their career can integrate networking and relationship-building into their everyday lives. 

WLI London Client Event: “Walking the Nile” by Levison Wood

– March 12, 2015

The Women’s Leadership Initiative hosted a special evening at our London office with Levison Wood, explorer, writer, and photographer. Formerly an officer in the British Parachute Regiment, Wood has led pioneering journeys into undiscovered regions, travelling to more than 80 countries. His nine-month walk along the length of the Nile, from source to sea, is chronicled in a recent Channel 4 documentary. During the presentation Wood described the amazing people, breathtaking places and shocking sights he encountered on his ground-breaking expedition.