Wednesday, June 10, 2009

A Little Anti-Climactic

The Chrysler deal was closed today. The new company will operate as Chrysler Group LLC. The Wall Street Journal article is here. Bloomberg gives a more detailed report of the new company here. The New York Times weighs in with some different details here.

There is a profile of Tom Lauria, the White & Case attorney who led the legal team for the Indiana Pensioners in today's edition of The Wall Street Journal here.

I haven't seen any stories, except this note from the SCOTUSBlog, on whether there will be any consideration of the Chrysler transaction after the stay decision was announced (the Court ruled on whether they would stay the transaction, not on any of the legal points being argued in the case).

Even if the Supreme Court did agree to hear the case, I'm not sure how the Indiana Pensioners would benefit, unless there was a finding of a lack of "good faith" in the transaction, since that is the measure required by Section 363(m) to unwind the transaction. Absent that, I'm not sure what entity would be liable for damages suffered by the Indiana Pensioners (again, assuming they ultimately prevailed). Chrysler Group, LLC would appear to be protected under Section 363(g).

In fact, given some of the language from In re Gucci, it isn't clear to me that a challenge to the transaction can be argued absent a lack of good faith finding.

Here is Section 363(g):

Notwithstanding subsection (f) of this section, the trustee may sell property under subsection (b) or (c) of this section free and clear of any vested or contingent right in the nature of dower or curtesy.

And here is Section 363(m):

The reversal or modification on appeal of an authorization under subsection (b) or (c) of this section of a sale or lease of property does not affect the validity of a sale or lease under such authorization to an entity that purchased or leased such property in good faith, whether or not such entity knew of the pendency of the appeal, unless such authorization and such sale or lease were stayed pending appeal.

If any lawyers want to weigh in, I would appreciate it.

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