Nicholas F. Kajon is a shareholder of Stevens &
Lee, P.C., and the co-chair of the Bankruptcy and
Corporate Restructuring Group practicing in the
firm’s New York office. He has more than 30 years’
experience advising clients on financial restructuring,
corporate governance, and commercial litigation
matters. In bankruptcy and restructuring matters,
Kajon primarily represents debtors, lenders, hedge
funds, and trustees. In litigation matters, he represents
both plaintiffs and defendants. Kajon can be
reached at firstname.lastname@example.org or 212-537-0403.
Lee E. Buchwald is founder and president of Buchwald
Capital Advisors LLC, an investment banking firm in
New York City specializing in financial reorganizations.
A 30-year-plus veteran investment banker, he provides
financial advisory, trustee, independent director, and
expert testimony services. Prior to founding the firm
in 2001, Buchwald had been an executive at Rothschild
Inc., Salomon Brothers, and Chanin Capital Partners.
He can be reached at email@example.com.
This article is intended as a general guide only and
does not constitute legal advice of Stevens & Lee
P.C. or any member of the firm with respect to the
legal issues described. The opinions expressed are
those of the authors and not necessarily those of their
respective firms. Readers should not rely on this general
guide for structuring transactions in which they are
involved, but instead should seek professional advice.
insurance policy, no savvy independent
director candidates would be willing
to do so, especially in a crisis situation,
which can easily lead to litigation.
A carefully chosen, highly qualified
independent director may be
instrumental in garnering creditor
support and guiding a troubled company
through the many pitfalls inherent
in the restructuring process. Hiring
a CRO and/or investment banker
may not be sufficient to quell creditor
concerns when those persons report
to a board that is viewed as tainted.
Therefore, an independent director
will be especially valuable to a troubled
company when there are serious
allegations of insider misconduct or
when creditor confidence and support
have been significantly eroded. J
1 The principles discussed in this article
apply in equal measure to an independent
manager of a limited liability company, but
for ease of reference the term “independent
director” is used throughout the article.
2 Sabine Oil & Gas Corp., Case No. 15-11835
(SDNY), Docket No. 650, filed 12/22/15 (PDF
available from the authors upon request).
3 Buchwald was the independent director, and he
hired Kajon’s firm to replace debtors’ counsel.
THE TEAM YOU WANT. THE LOAN YOU NEED.
We’re the neighborhood bank that’s actually in your neighborhood,
but our attitude is anything but small town.
Just Call Steven Forleiter, Vice President of Asset-Based Lending