Delaware Business Bankruptcy Report

18 Morris James Attorneys Selected by their Peers for Inclusion in The Best Lawyers in America® 2011

Morris James Delaware — Wed, 04 Aug 2010 15:29:55 -0500

18 Morris James attorneys in 13 practice areas were recently selected by their peers for inclusion in The Best Lawyers in America® 2011. New to the list are Mark D. Olson and Bruce W. Tigani from the firm’s Tax, Estates and Business practice. The firm’s Real Estate Practice Group Chair, Richard Beck, has been named in this highly regarded publication since its inception in 1983.

The Best Lawyers in America® 2011 has become universally regarded as the definitive guide to legal excellence. Their rigorous research is based on an exhaustive peer-review survey in which more than 39,000 leading attorneys cast almost 3.1 million votes on the legal abilities of other lawyers in their practice areas. The Morris James attorneys listed in the 2011 edition and the areas of law in which they are recognized include:

COMMERCIAL LITIGATION
• P. Clarkson Collins, Jr. (2005)
• Lewis H. Lazarus (2006)
• Edward M. McNally (2005)
• James W. Semple (2009)

CORPORATE LAW
• P. Clarkson Collins, Jr. (2005)
• Lewis H. Lazarus (2006)
• Edward M. McNally (2005)

ELDER LAW
• Mary M. Culley (2008)

EDUCATION LAW
• David H. Williams (2007)

FAMILY LAW
• Gretchen S. Knight (2007)

INFORMATION TECHNOLOGY LAW
• Richard K. Herrmann (2003)

INSURANCE LAW
• Mary B. Matterer (2009)

LABOR AND EMPLOYMENT LAW
• David H. Williams (2007)

PERSONAL INJURY LITIGATION
• Keith E. Donovan (2009)
• Dennis D. Ferri (2007)
• Richard Galperin (2005)
• Francis J. Jones, Jr. (2008)

REAL ESTATE LAW
• Richard P. Beck (1983)
• John Bloxom IV (2010)

TAX LAW
• Daniel P. McCollom (2007)
• Mark D. Olson (2011) *
• Bruce Tigani (2011) *

TECHNOLOGY LAW
• Richard K. Herrmann (2003)

TRUSTS AND ESTATES
• Mary M. Culley (2008)

* Indicates First Year on List

Benchmark Litigation 2011 Names 5 Morris James Partners Among Top "Local Litigation Stars"

Morris James Delaware — Wed, 04 Aug 2010 09:01:08 -0500

Morris James LLP is pleased to announce that five of its partners have been recognized among the top Delaware litigation attorneys in Benchmark Litigation 2011 - The Guide to America's Leading Litigation Firms and Attorneys.

Morris James’ Litigation Stars

Rich Galperin
Clark Collins
Richard Herrmann
Lewis Lazarus
Edward McNally

Benchmark Litigation focuses exclusively on litigation lawyers and firms in the United States. Recommendations are based on extensive face-to-face and telephone interviews with the nation’s leading private practice lawyers and in-house counsel.

Chambers USA Names 10 Morris James Partners In Their 2010 Guide to Leading Business Lawyers

Morris James Delaware — Wed, 16 Jun 2010 14:50:14 -0500

Morris James LLP is pleased to announce that ten of its partners have been ranked among the leading Delaware lawyers in the 2010 edition of Chambers USA: America’s Leading Lawyers for Business - an increase of two rankings from last year. In addition, four practice areas including Bankruptcy/Restructuring, Chancery, Intellectual Property and Employment Law were identified among the leading practices in Delaware. The Morris James partners selected for inclusion in the 2010 edition are:

Bankruptcy/Restructuring

Brett Fallon
Carl N. Kunz
Stephen M. Miller

Chancery

Edward M. McNally
Lewis H. Lazarus
P. Clarkson Collins, Jr.

Intellectual Property

Mary M. Matterer
Richard K. Herrmann

Labor and Employment

David H. Williams

Real Estate: Zoning/Land Use

A. Kimberly Hoffman

Chambers & Partners is a highly respected and influential London-based research and publishing company that provides rankings of leading business lawyers and law firms throughout the world. Rankings are based on technical legal ability, professional conduct, client service, commercial astuteness, diligence, commitment, and other qualities most valued by clients.

Peter B. Ladig Joins Morris James LLP as a Partner in the Corporate and Fiduciary Litigation Group

Morris James Delaware — Mon, 07 Jun 2010 14:27:23 -0500

Morris James LLP is pleased to announce Peter B. Ladig has joined the firm as of June 1, 2010. The majority of Mr. Ladig’s practice is in the Delaware Court of Chancery, although he has extensive experience in the other state and federal courts in Delaware and has been involved in over 50 published decisions.

David Williams, the firm’s managing partner stated “We are delighted Peter Ladig has joined the Firm as a partner in our Corporate/Commercial Litigation Group. Peter adds his considerable skill and experience to a talented Group. We continue to look for opportunities to grow our Firm by adding accomplished laterals, particularly in the IP practice.”

Mr. Ladig has represented both stockholders and directors in litigation in the Court of Chancery in cases involving, among other things, advancement of legal fees and expenses, contested elections of directors, requests to inspect books and records and claims for breaches of fiduciary duties. He has also represented corporations and other entities in commercial disputes involving breach of contract claims and claims arising under the General Corporation Law of the State of Delaware.

Mr. Ladig has authored several articles pertaining to corporate and commercial litigation in Delaware and he is a frequent speaker before groups of professionals regarding Delaware laws affecting LLCs and other business entities. Mr. Ladig graduated with distinction from Emory University School of Law and has been a member of the Delaware Bar since 1996.

Super Lawyers® Names 7 Morris James Partners As Top Legal Counsel in Delaware

Morris James Delaware — Thu, 27 May 2010 15:02:28 -0500

Super Lawyers® magazine has named 7 Morris James partners as top legal counsel in Delaware. The multiphase selection process is handled by Law & Politics who evaluates each candidate on 12 indicators of peer recognition and professional achievement. Selections are made on an annual, state-by-state basis and include only 5 percent of the licensed attorneys in a state.

Morris James’ 2010 nominations include:

• David H. Williams - Employment & Labor, Government/Cities/Municipalities
• P. Clarkson Collins, Jr. - Business Litigation, Business/Corporate, Mergers & Acquisitions
• Richard Galperin - Personal Injury Defense: Medical Malpractice
• Lewis H. Lazarus - Business Litigation
• Edward M. McNally - Business Litigation, Business/Corporate
• James W. Semple - Business Litigation, General Litigation, Insurance Coverage
• Richard Herrmann – Intellectual Property Litigation

It's Not Double-Counting: Using §503(b)(9) Invoices as New Value Defense to Preferences

Morris James Delaware — Wed, 12 May 2010 13:30:49 -0500

It's Not Double-Counting: Using §503(b)(9) Invoices as New Value Defense to Preferences. ABI Journal, Vol XXIX, No. 3, April 2010. Authored by Carl N. Kunz, III.

New Delaware US District Court Local Rules Take Effect April 30, 2010

Morris James Delaware — Thu, 29 Apr 2010 09:48:26 -0500

The Local Rules of Civil Practice and Procedure of the United States District Court for the District of Delaware have been amended and are set to become effective on April 30, 2010.

The last amendments to the District Court Local Rules were made three years ago. The new amendments are meant to reflect changes to the Fed. R. Civ. P. that became effective last year as well as address other practices of the Court and of the Bar.

A link to the new District Court Local Rules can be found on the website for the United States District Court for the District of Delware, linked here.

Eigen, Inc. Seeks Protection from Creditors

Morris James Delaware — Wed, 31 Mar 2010 08:10:36 -0500

On March 30, 2010, Eigen, Inc. a developer of imaging tools and products for healthcare professionals, filed for chapter 11 protection in Delaware. The petition lists assets and liabilities of between $10-50 million each.

According to the declaration filed in support of the case by Richard Edick, Chief Restructuring Officer of the debtor, Eigen products have, for more than 30 years, allowed physicians to obtain high-definition views of moving image studies. Mr. Edick counts the debtor’s intellectual property for such products as perhaps its most valuable asset.

Mr. Edick indicates that the debtor’s lender had attempted to commence an asset sale prior to the filing under Article 9 of the UCC. Certain of the debtor’s former employees were able to obtain a temporary restraining order blocking the sale. Under the circumstances, the lender was unwilling to fund the debtor any further and the debtor was unable to obtain any equity investment which prompted the filing.

The case has been assigned to The Honorable Peter J. Walsh, and has been docketed as Case No. 10-11061.

Successor Trustee Of A Trust Is Not A "Transferee" For Purposes Of 11 U.S.C. § 550

Morris James Delaware — Wed, 31 Mar 2010 07:32:31 -0500

Mervyn’s LLC v. Lubert-Adler Group IV, LLC (In re Mervyn’s Holdings, LLC), Adv. Pro. No. 08-51402 (KG) (March 12, 2010) (K. Gross).

The Official Committee of Unsecured Creditors (the “Committee”) asserted a subsequent transferee claim pursuant to 11 U.S.C. § 550(a)(2) against Bank of America (in its capacity as successor trustee of a trust) to recover certain liens granted to the former trustee on transferred real estate. Due to numerous omissions in the original Complaint, which Bank of America addressed in a timely filed motion to dismiss, the Committee sought to amend its Complaint. Bank of America opposed the amendments, arguing that they would prove futile because Bank of America was not a “transferee” for purposes of 11 U.S.C. § 550.

The Court agreed with Bank of America, denying the Committee’s Motion to Amend as futile and granting Bank of America’s Motion to Dismiss.

The Committee argued that: (1) Bank of America constituted a “transferee” for purposes of § 550; (2) all of the transactions surrounding the sale of property should be collapsed in order to infer constructive fraud by Bank of America; and (3) Bank of America had constructive knowledge of the events surrounding the sale of property and therefore was a party to the constructively fraudulent conveyance.

First, the Court held that Bank of America was not a “transferee” for purposes of § 550 because its status as a trustee rendered it a mere conduit, akin to a courier or an intermediary, and not one with “dominion and control” as required under the applicable case law. Remarking that the term “transferee” is neither defined in the Bankruptcy Code nor discussed in the legislative history of Section 550, the Court adopted the “dominion and control” test set forth in In re Factory 2-U Stores, Inc., 2007 WL 2698207, at *3 (Bankr. D. Del. Sept. 11, 2007), which requires a transferee to have “dominion over the money or other asset [and] the right to put the money to one’s own purposes.” The Court reasoned that having possession over funds does not automatically render one a transferee of funds, especially where the entity in possession receives no benefit from said transfer and is holding the funds for the sole purpose of later making those funds available to a third party. Accordingly, the Court held that Bank of America was not a “transferee.”

Second, the Court concluded that the transactions surrounding the sale of property should not be collapsed because the Complaint was devoid of allegations of actual or constructive fraud as to Bank of America, or any involvement of Bank of America in the questioned transaction.

Third, because the Committee failed to identify the amounts of the transfers at issue or name a proper transferee acting in a non-trustee capacity, the Court held that the Complaint failed to state a valid fraudulent conveyance claim.

Accordingly, for the reasons articulated above, the Motion to Dismiss was granted and the Motion to Amend was denied.

Xerium Technologies, Inc. and 15 Affiliates File Chapter 11 to Consummate Pre-packaged Financial Restructuring

Morris James Delaware — Tue, 30 Mar 2010 08:07:43 -0500

Early this morning, March 30, 2010, Xerium Technologies, Inc. and 15 affiliated debtors filed Chapter 11 in Delaware. The petition lists total assets exceeding $1 billion, and liabilities between $500 million and $1 billion. The main case number is 10-11031 and Judge Kevin J. Carey has been assigned to the case.

According to the declaration in support of the filing made by Stephen Light, CEO and Chairman of the Board of Xerium Technologies, the debtors are “a leading global manufacturer and supplier of two categories of consumable products used in the production of paper products and roll technology products installed in paper-making machines.” Mr. Light’s declaration points to “decreased demand for [paper producers’] products . . . due to the increasing prevalence of electronic media” as part of the reason for the filing. “The drop in global demand for paper products has resulted in a surplus of paper inventory at paper-making companies and corresponding curtailments and idling of paper-making machines. In addition, as Xerium’s customers have experienced difficulty raising funds in the capital markets, customers’ demands for Xerium’s products and services has [sic] necessarily contracted.”

On March 2, 2010, the debtors commenced a pre-petition solicitation of votes in favor of a pre-packaged plan and disclosure statement. Mr. Light’s declaration indicates that the plan has been overwhelmingly supported by the two classes entitled to vote. Accordingly, the debtors will be seeking to exit bankruptcy in mid-May, 2010.

Rooker-Feldman Doctrine Requires Dismissal Of Complaint For Lack Of Subject Matter Jurisdiction

Morris James Delaware — Wed, 24 Feb 2010 23:01:43 -0500

Edwards v. New Century Mortgage Corp., et al. (In re New Century TRS Holdings, Inc.), Adv. Pro. No. 08-50000 (KJC) (February 2, 2010).

On April 2, 2007, New Century Mortgage Corporation and its affiliates (the "Debtors") filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code. On January 3, 2008, Gary Forrest Edwards ("Plaintiff" or "Edwards") commenced an adversary proceeding against the banks, individuals, and Court he held responsible for the foreclosure on his home. Edwards later filed an amended complaint, which contained a litany of requests for relief in connection with the state court mortgage foreclosure action. Various Defendants filed motions to dismiss for lack of subject matter jurisdiction, asserting that the Rooker-Feldman doctrine applied, and arguing that the complaint failed to state a claim upon which relief may be granted.

The issues before the Court concerned the application of the Rooker-Feldman doctrine in the bankruptcy context and whether the amended complaint contained sufficient facts to meet the pleading standard and survive a motion to dismiss for failure to state a claim. The Court held that the Rooker-Feldman doctrine applied in the bankruptcy context, stripping the Court of subject matter jurisdiction over the claims relating to the previously adjudicated state court foreclosure proceedings, and the amended complaint failed to specifically plead sufficient facts to overcome a motion to dismiss for failure to state a claim.

The Rooker-Feldman doctrine, derived from two United States Supreme Court decisions, Rooker v. Fidelity Trust Co., 263 U.S. 413 (1923) and District of Columbia Court of Appeals v. Feldman, 460 U.S. 462 (1983), "precludes lower federal courts ‘from exercising appellate jurisdiction over final state-court judgments’ because such appellate jurisdiction rests solely with the United States Supreme Court.’" Madera v. Ameriquest Mortgage Co. (In re Madera), 586 F.3d 228, 232 (3d Cir. 2009) (remarking that the doctrine applies "equally to federal bankruptcy courts"). The Court cited multiple decisions in which the Rooker-Feldman doctrine applied to preclude subject matter jurisdiction over previously adjudicated state court actions, including previously adjudicated foreclosure actions. Exxon Mobil Corp. v. Saudi Basic Ind. Corp., 544 U.S. 280, 284 (2005) (holding that the Rooker-Feldman doctrine applies to "cases brought by state-court losers complaining of injuries caused by state-court judgments rendered before the district court proceedings commenced and inviting district court review and rejection of those judgments"); Madera, 586 F.3d 228, 232 (holding that plaintiff’s attempt to utilize adversary proceeding in bankruptcy to re-adjudicate state court foreclosure proceedings stripped the court of subject matter jurisdiction). Reasoning that Edwards was a state-court loser directly attacking the state court’s judgment, the Court held that the Rooker-Feldman doctrine applied and the Court lacked subject matter jurisdiction over the matter.

In an abundance of caution, the Court considered the motions to dismiss for failure to state a claim "to the extent it may be argued that all of the Plaintiff’s claims are not barred by the Rooker-Feldman doctrine." Citing to the legal pleading standards outlined in Bell Atlantic v. Twombly, 550 U.S. 544 (2007) and Fowler v. UPMC Shadyside, 578 F.3d 203 (3d Cir. 2009), and reiterating a brief portion of the conclusory statements in what was supposed to be the facts section of Edwards’ amended complaint, the Court held that Edwards failed to meet the pleading standards and, accordingly, dismissed the remaining claims for failure to state a claim upon which relief may be granted.

Spheris Inc. Files Chapter 11: Plans To Sell

Morris James Delaware — Thu, 04 Feb 2010 10:13:10 -0500

On February 3, 2010, Spheris Inc. and 5 direct and indirect subsidiaries filed chapter 11 cases in the Bankruptcy Court for the District of Delaware. The case has been assigned to the Honorable Kevin Gross and is designated case no. 10-10352.

Mr. Robert L. Butler, CRO of the debtors, notes in his first day affidavit that the debtors “provide clinical documentation technology and services to health systems, hospitals and group medical practices located throughout the United States.” Events leading to the filings included changes in the clinical documentation industry including “significant technology developments as well as accelerated price pressures.” This resulted in declining revenues in the second half of 2008 and into 2009.

The debtors initiated a marketing strategy to sell all or substantially all of their assets. At the conclusion of that process, the debtors determined that a sale to CBay, Inc. and Medquist Transcriptions, Ltd. was the best opportunity and commenced the filing to consummate that sale transaction.

A Wall Street Journal article about the proposed sale can be found here.

Foundry Company, Neenah Enterprises, Inc., and 17 Affiliates File Chapter 11

Morris James Delaware — Thu, 04 Feb 2010 09:57:09 -0500

On February 3, 2010, Neenah Enterprises, Inc. and 17 of its affiliates sought chapter 11 bankruptcy protection in Delaware. The case has been assigned to Judge Mary F. Walrath, and has been designated case no. 10-10360.

According to the first day affidavit of Robert E. Ostendorf, Jr., President and CEO of the debtors, the debtors are one of the largest independent foundry companies in the U.S. and are one of the leading suppliers of castings to the domestic municipal products markets.

According to Mr. Ostendorf, reasons for the filing include “dramatic cyclical declines in some of the Company’s most important markets including trucks, railroad, construction, and agricultural equipment.” Additionally, there was a slow down in the orders placed by manufacturers in the residential segment leadings to lower demand for HVAC equipment, and increasing pressure from competitors and customers leading to reduced prices.

Prior to filing the bankruptcy cases, the debtors entered into a lock-up agreement with certain creditor constituencies to support a pre-negotiate plan that contemplates, among other things, according to Mr. Ostendorf, payment in full or reinstatement of the Prepetition Working Capital Lenders, exchange of Secured Notes for 97% of new common stock to be issued by the company, exchange of the Subordinated Notes for 3% of the company’s new common stock on the terms set forth in the Plan Term Sheet. Claims of general unsecured creditors are contemplated to be either reinstated or paid in full. Claims and interests of the company’s existing equity holders will be cancelled and extinguished.

Specialty Packaging Holdings, Inc., And Five Subsidiaries Enter Chapter 11

Morris James Delaware — Wed, 20 Jan 2010 14:03:14 -0500

Today, January 20, 2010, Specialty Packaging Holdings, Inc. and five direct and indirect debtor subsidiaries commenced Chapter 11 bankruptcy proceedings in Delaware.

According to the declaration of Michael J. Musso, CRO and Interim CEO of the Debtors, the Debtors are collectively an industry leading global developer and manufacturer of color cosmetics. They entered chapter 11 proceedings as a result of “extreme liquidity pressure” occasioned, in part, by “efforts to expand into new market segments, pricing and margin difficulties, lack of expense management, inadequate working capital planning, and initiatives that were not balanced with cash flow requirements.”

Among other matters, the certain of the debtors are seeking expedited consideration of bid procedures in connection with a contemplated sale of certain of the Debtors’ assets.

This case has been assigned to The Honorable Kevin Gross, and has been docketed at Case No. 10-10142.

Third Circuit (Again) Reaffirms Pacor Test for 'Related-To' Jurisdiction and Denies Extension of Section 105(a) Stay

Morris James Delaware — Wed, 20 Jan 2010 11:05:20 -0500

W.R. Grace & Co. v. Chakarian, Nos. 3697/3720, 2009 WL 5151089 (3d. Cir. Dec. 31, 2009)

In this joint appeal from decisions of the United States Bankruptcy Court for the District of Delaware and the United States District Court for the District of Delaware, the debtor, W.R. Grace & Co. (“Grace”) appealed an order denying expansion of an injunction under Section 105(a) of the Bankruptcy Code to bar claims brought by claimants (the “Libby Claimants”) against the State of Montana, alleged to arise out of Grace’s operation of a vermiculite mine near Libby, Montana.

On December 31, 2009, the Third Circuit affirmed the Bankruptcy Court and District Court’s refusal to extend the stay to the claims of the Libby Claimants against the State of Montana. In doing so, the Third Circuit found that the Bankruptcy Court properly determined that it did not have “related-to” jurisdiction over the claims.

The Libby Claimants had commenced suit against the State of Montana prior to Grace’s bankruptcy filing on the basis that the State of Montana was negligent in failing to warn the Libby Claimants of the dangers of asbestos from the Libby mine. Montana originally sought stay relief from the bankruptcy court to file third-party claims against Grace. Grace opposed the motion for relief, but filed a motion of its own, seeking to impose a stay, of the Libby Claimants’ actions against Montana under Section 105(a). Grace proposed that allowing the continuation of suits against Montana would impede Grace’s ability to reorganize.

The Bankruptcy Court denied the relief requested by Grace, and held that under existing precedent interpreting 28 U.S.C. §§ 1334(b) and 157(a), the Court did not have subject matter jurisdiction to enter such a stay. In particular, the Bankruptcy Court held that “Montana must first be found liable in state court and then pursue its claim for indemnification in bankruptcy court . . . . A judgment against the State of Montana will not bind Debtors. An intervening action is necessary to affect the estate.” On appeal, the District Court affirmed under the same rationale.

On subsequent appeal to the Third Circuit, Grace and Montana argued that “a federal court need not have jurisdiction over a state-court action in order to enjoin it.” The Third Circuit rejected this view, noting under existing case law, even the broad language of Section 105(a) “does not provide an independent source of federal subject matter jurisdiction.” Rather, subject matter jurisdiction is the “threshold jurisdictional inquiry” before an injunction may issue under 105(a).

While acknowledging that “proceedings over which a bankruptcy court can legitimately exercise related-to jurisdiction include suits between third parties that conceivably may have an effect on the bankruptcy estate,” the Third Circuit carefully parsed the language of “any conceivable effect” and found that it had a much more narrow focus based upon the Court’s own decision in Pacor, Inc. v. Higgins, 743 F.2d 984 (3d Cir. 1984).

In Pacor, the Third Circuit denied removal of a claim by Higgins against Pacor to the Bankruptcy Court overseeing the Johns-Manville bankruptcy. In refusing to allow removal, the Third Circuit noted that “the primary action between Higgins and Pacor would have no effect on the Manville bankruptcy estate.” Accordingly, there was no related-to jurisdiction. Rather, the Court stated that the Higgins-Pacor action “is a mere precursor to the potential third-party claim for indemnification by Pacor against Manville. Yet the outcome of the Higgins-Pacor action would in no way bind Manville . . . .”

In the instant case, the Third Circuit also quoted from its decision in Federal-Mogul Global, Inc., 300 F.3d 368 (3d Cir. 2002) where it reaffirmed Pacor, stating expressly that “whether a lawsuit could ‘conceivably’ have an effect on the bankruptcy proceeding . . . [demands inquiry into] whether the allegedly related lawsuit would affect the bankruptcy proceeding without the intervention of yet another lawsuit.” Moreover, the Third Circuit cited its more recent decision in In re Combustion Eng’g, Inc., 391 F.3d 190 (3d Cir. 2004) where it again reaffirmed Pacor’s and Combustion’s statement of “related-to” jurisdiction.

Applying the Pacor test to the Grace facts, the Court stated: “Grace will not be bound by any judgment against [Montana]. Rather, an entirely separate action would be necessary for any liability incurred by Montana to have an impact on Grace’s estate. Specifically, Montana would first have to be found liable by its state courts and would then have to successfully bring an indemnification or contribution claim against Grace in the bankruptcy court. This is precisely the situation in which we have found that related-to jurisdiction does not exist.”

Finally, the Third Circuit rejected several other arguments made by Grace and Montana. It denied any “unity of interest” argument on the basis that Montana’s potential liability was based not on a unity of interest, but on an alleged independent legal duty owed by Montana to the Libby Claimants. The Court also denied that its decision was governed by ‘law of the case’ arising from a non-precedential opinion issued by the Court in connection with earlier Grace proceedings. First, the Court distinguished the earlier opinion, but also noted that there was no identity of parties and issues. Thus, the law of the case doctrine did not apply.

For a discussion of the underlying bankruptcy court opinion, click here.

California Developer, Anaverde LLC, Files Chapter 11: Seeks To Sell

Morris James Delaware — Mon, 18 Jan 2010 15:35:13 -0500

On January 15, 2010, California developer, Anaverde LLC, filed for chapter 11 protection in Delaware. In conjunction with the filing, Anaverde also filed a chapter 11 liquidating plan and disclosure statement. In addition, Anaverde is seeking approval of a sale process for its assets.

According to the declaration of John Miles in support of the filing, Anaverde owns a master-planned, partially entitled residential development in Palmdale, California. The project includes approximately 3500 undeveloped lots and an adjacent development known as Chandar is planned for 157 single family homes. Mr. Miles notes that the project is partially graded and has had some landscaping done, but is otherwise incomplete.

The sub-prime crisis of 2008 is listed as one of the bases for the filing. Notes Mr. Miles: “there is very little market appetite for the homes which were to be built on the project site.”

According to a motion filed with the Bankruptcy Court, Anaverde seeks to sell substantially all of its assets to a stalking horse, New Anaverde LLC, an entity formed by some of Anaverde’s equity investors.

The Honorable Mary F. Walrath has been assigned to the case. The case number is 10-10113-MFW.

Haights Cross Communications, Inc. Files Pre-Pack Chapter 11

Morris James Delaware — Mon, 11 Jan 2010 09:48:32 -0500

On January 11, 2010, Haights Cross Communications, Inc. and four affiliates filed for chapter 11 protection in the United States Bankruptcy Court for the District of Delaware. The case was filed as a pre-packaged bankruptcy. A link to a press release announcing Haights' pre-petition solicitation results is here.

According to a declaration filed in support of the petition, the debtors are leading developers and publishers of products for the Kindergarten through Grade 12 education and public library markets.

The case has been assigned to The Honorable Brendan Linehan Shannon.

Court Confirms Chapter 11 Plan of Simmons Bedding Company, et al.

Morris James Delaware — Tue, 05 Jan 2010 16:03:49 -0500

On January 5, 2010, Delaware Bankruptcy Judge Mary F. Walrath confirmed the Second Amended Chapter 11 Plan of Simmons Bedding Company and related debtors. Confirmation of Simmons' pre-packaged plan clears the way to closing an acquisition of Simmons by certain affiliates of Ares Management LLC and Teachers’ Private Capital, the private investment department of the Ontario Teachers’ Pension Plan. To view the opinion, please click here.

International Aluminum Corporation files Pre-Negotiated Chapter 11

Morris James Delaware — Tue, 05 Jan 2010 10:24:03 -0500

On January 4, 2010, International Aluminum Corporation (IAC) and 11 affiliates filed for protection under Chapter 11 of the Bankruptcy Code in Delaware. According to the supporting declaration filed by Jeffrey B. Park, CFO of certain of the debtors, IAC is an integrated manufacturer of quality aluminum and vinyl products for use in commercial and residential applications.

The Park declaration notes that the bankruptcy cases were commenced primarily because of the decline in the commercial and residential construction activity in the U.S.

According to the Park declaration, the Debtors, and certain “Required Supporting Holders” entered into a restructuring support agreement on December 31, 2009. In accordance with the restructuring support agreement, the Debtors filed their bankruptcy cases and a Plan and accompanying Disclosure Statement on January 4, 2010. The proposed plan – if confirmed – provides for payment in full of general unsecured claims.

The case has been assigned to the Honorable Mary F. Walrath, and the main case number is 10-10003.

Morris James Is Named Delaware's 5th Top Workplace in the "Mid-sized Company" Category

Morris James Delaware — Thu, 06 Aug 2009 10:25:25 -0500

Morris James was named Delaware's 5th Top Workplace in The News Journal’s Best in the Business survey for mid-sized companies. This honor makes Morris James the highest-ranking law firm in the State within the "mid-sized company" category.

The survey, conducted for The News Journal by WorkplaceDynamics, measured factors such as management, environment, compensation and communication.

To view a copy of the Morris James article, please click here.