Non-Dischargeability Defense

In bankruptcy, certain debts may not be canceled (i.e., the debts are non-dischargeable debts), including debts arising from a debtor’s wrongful conduct (e.g., fraud, embezzlement, drunken driving) and those which are not dischargeable for public policy reasons (e.g., domestic support obligations, certain taxes, and criminal restitution). In addition to representing debtors and trustees, Ms. Mehdipour provides counsel to business and individual creditors in the prosecution and defense of actions to determine the non-dischargeability of certain debts.

Preference and Fraudulent Transfer Defense

Any company, which extends credit to its customers, will likely face a preference demand or lawsuit at some point during the business. Although it may seem unfair as a business owner to be required to return funds that were earned for services rendered or goods shipped to a customer, preference and fraudulent transfer lawsuits are a reality, especially in today’s economy. The intent behind these laws is equality and fairness for all unsecured creditors. Along with a thorough review and analysis of whether the transfer actually qualifies as avoidable, there are many defenses that need to be explored in the face of a preference or fraudulent transfer demand or lawsuit. Ms. Mehdipour has worked on both sides of the equation in the prosecution of such actions on behalf of plaintiff/trustees and debtors and in the defense of creditor/defendants.  Prevention:  Ms. Mehdipour further counsels businesses on how to avoid the pitfalls of receiving a preference or fraudulent transfer from their customers, which may later be attacked in a customer’s bankruptcy case.

Asset Sales in and Out of Bankruptcy for Purchasers

Using a business-focused approach opens opportunities and options for Firm clients through the sale or acquisition of distressed assets in and out of bankruptcy.

Sales of all or substantially all of a debtor’s assets are considered to be sales outside the ordinary course of business and are governed by Section 363 of the Bankruptcy Code. Typically, buyers of assets in bankruptcy are looking for bargain prices while debtor/sellers and creditors are looking to obtain the maximum purchase price for these assets in order to provide the highest returns to creditors. Ms. Mehdipour counsels her clients as to every aspect of such sales, including, the many benefits for both debtor/sellers and buyers in 363 sales; the advantages and disadvantages as to whether a buyer should serve as a stalking horse bidder in such sales; the advantages as to whether a debtor/seller should promote a stalking horse bidder; the protections which should be negotiated for either a buyer or seller; guidance in the due diligence process for a buyer and negotiating the essential terms of the asset purchase agreement; how executory contracts and unexpired leases should be handled; and whether a buyer might want to consider a sale outside of bankruptcy, if feasible. Sales outside of bankruptcy are governed by state law and afford fewer protections to a buyer than a 363 sale. Even with careful drafting of the purchase and sale documents, buyers should exercise caution and seek counsel as to potential liabilities, which may follow a sale outside of bankruptcy.