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919 Third Avenue
New York, New York 10022
United States of America
P: +1 212.756.2150
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Michael L. Cook is a partner in the New York office where he devotes his practice to corporate restructuring, workouts and creditors’ rights litigation, including mediation and arbitration. His clients include lenders, acquirers, reorganization trustees, creditors' committees, troubled companies, professional firms, businesses seeking mediation and arbitration, and other parties, e.g., Leucadia Nat'l Corp., Cerberus Capital Management, General Electric Capital Corp., CIT Group, Hilco Capital, UniCredito Italiano, Credit Suisse First Boston, Japan Leasing (USA), Ames Department Stores, Carter Hawley Hale Stores, A.H. Robins Company Inc., Quigley Company Inc., PriceWaterhouse Coopers, KPMG, Chanin Capital Partners, Duff & Phelps Securities, Deloitte & Touche, Goldin Associates, and Panasonic Corporation.
Chambers USA listed Michael as a “leading individual” in bankruptcy/restructuring and interviewees praise him as being “skillful and talented” as well as “an extremely conscientious practitioner whose vast amounts of experience in the field mean that he knows all of the pitfalls that a client could make.” Recognized by The Best Lawyers in America, The Legal 500 United States, The K&A Restructuring Register, PLC Cross-border Restructuring and Insolvency Handbook, New York Super Lawyers and Who’s Who in American Law, IFLR Guide to the World’s Leading Insolvency and Restructuring Lawyers, he chairs the Board of Regents of the American College of Bankruptcy, is a member of the Practising Law Institute Bankruptcy Law Advisory Committee, a member of the International Insolvency Institute, a former chair of the American Bar Association’s Creditors’ Rights Litigation Committee, and a former chair of the Bankruptcy Litigation Institute. A frequent contributor to major publications, Michael serves as lead editor and contributing author of Bankruptcy Litigation Manual (rev. ed., Aspen Law & Business, 2010–11), is a contributing author to Collier Bankruptcy Guide (rev. ed., Matthew Bender, 2010) and Collier on Bankruptcy (15th rev. ed., 2003), and co-authored Creditors’ Rights, Debtors’ Protection and Bankruptcy (3rd ed., Matthew Bender, 1997) (with NYU School of Law Professor Lawrence P. King) and A Practical Guide to the Bankruptcy Reform Act (rev. ed., Harcourt Brace Jovanovich, 1984). Michael received his A.B. from Columbia University and his J.D. from New York University School of Law.
Selected Representations
Reorganizations (Debtor Representations)
Quigley Company Inc., American Banknote Corp., Lenox Health Care Inc., United Merchants & Manufacturers, Victoria Creations Inc., Wang Laboratories Inc., Doe-Spun Inc., Ames Department Stores, Carter Hawley Hale Stores, A.H. Robins Company Inc.
Investors/Acquirors
Leucadia National Corp., Cerberus Capital Management LLP, Soo Line Railroad Co., Cyclops Industries Inc.
Reorganization Trustees
Cardinal Industries Inc.
Secured Creditors and Lessors
Alcentra Limited, Babson Capital Europe Limited, Elliott Associates, L.P., European Credit Management Limited, Goldman Sachs Capital Markets, Intermediate Capital Management Limited; N.M. Rothschild & Sons Ltd., Permira Debt Managers Ltd., Dai Ichi Kangyo Bank, Blackacre Bridge Capital LLC, Cerberus Partners, Ableco Finance, Foothill Capital, CIT Group, Hilco Consumer Capital, Credit Suisse First Boston, Tishman Speyer Properties, Unicredito Italiano, Midlantic National Bank, General Electric Capital Corporation, Polaris Aircraft Income Funds, Continental Illinois Bank, Bank of Boston, Bankers Federal Savings Bank FSB, Extebank, Banco Santander, Citibank NA, The Chase Manhattan Bank, Morgan Guaranty, Fuji Bank, Japan Leasing (USA) Inc., Atari Inc., Bear Stearns Asset Management, Northwestern Mutual Capital Limited; Pramerica, Wachovia Bank.
Creditors’ Committees
Union Pacific Resources Company, counsel to committee chair in Columbia Gas reorganization; McCall Pattern Company, counsel to committee; New York Life Insurance Company, counsel to committee chair in Kaiser Steel reorganization.
Professional Firms
PriceWaterhouse Coopers, Deloitte & Touche LLP, KPMG LLP, Ernst & Young LLP, Arthur Andersen LLP, Blank Rome Tenzer Greenblatt LLP, Boies, Schiller & Flexner LLP, McDermott Will & Emery LLP, Chanin Capital LLC, Goldin Associates LLC.
Mediation and Arbitration
Mediator and arbitrator in bankruptcy cases for Combustion Engineering, Bethlehem Steel Corp., Greate Bay Casino, 20 Bayard Views LLC, Actrade Capital, Inc., Allou Distributors, Inc.
Selected Publications
Books/Treatises
Bankruptcy Litigation Manual (rev. ed., Aspen Law & Business, 2010–11 and 2011-12) (lead editor and contributing author)
Collier Bankruptcy Guide (rev. ed., Matthew Bender, 2010) (contributing author: “Appeals in Bankruptcy Cases”)
Collier on Bankruptcy (15th rev. ed., 2003) (contributing author: “Preferences” and “Fraudulent Transfers”)
Creditors’ Rights, Debtors’ Protection and Bankruptcy (3rd ed., Matthew Bender, 1997) (with NYU School of Law Professor Lawrence P. King)
A Practical Guide to the Bankruptcy Reform Act (rev. ed., Harcourt Brace Jovanovich, 1984) (with Harry R. Milller)
Articles
“Eleventh Circuit Insulates Hedge Fund Investors in Ponzi Scheme From Fraudulent Transfer Attack,” SRZ Client Alert, Feb. 1, 2011
“Seventh Circuit Holds Real Estate Debtor Cannot Cram Down Undersecured Lender With Bonds,” SRZ Client Alert, Jan. 25, 2012
“Second Circuit Denies Enron’s Petition for Rehearing on Commercial Paper Settlement Payment Decision,” SRZ Client Alert, Dec. 6, 2011
“Fifth Circuit Shows Reorganization Investors How to Get and Keep an Expense Reimbursement Order,” Pratt’s Journal of Bankruptcy Law, October 2011 (co-author)
“Fifth Circuit Shows Reorganization Investors How to Get and Keep an Expense Reimbursement Order,” SRZ Client Alert, Sept. 9, 2011 (co-author)
“Madoff ‘Net Winners’ Lose Out,” Law360, Sept. 2, 2011 (co-author)
“Second Circuit Rules Against Net Winners in Madoff ‘Net Equity’ Dispute,” SRZ Client Alert, Aug. 18, 2011 (co-author)
“First Circuit Holds That Junior Creditors Could Be Paid Before Senior Creditors Received Post-Petition Interest,” SRZ Client Alert, July 6, 2011
“Second Circuit Holds Bankruptcy Code Safe Harbor Insulates Sellers of Enron Commercial Paper from Preference and Fraudulent Transfer Liability,” SRZ Client Alert, June 29, 2011
“Supreme Court Limits Power of Bankruptcy Courts to Rule on State Law Claims by Trustees and Debtors,” SRZ Client Alert, June 28, 2011
“Seventh Circuit Denies Fees to Breaching DIP Lender,” SRZ Client Alert, April 13, 2011
“Update on Reorganization Financing,” SRZ Client Alert, April 7, 2011
“Ninth Circuit Treats Corporate Insider Fairly in Fraudulent Transfer Case,” The Bankruptcy Strategist, April 2011
“Violation — Absolute Priority — Senior Creditors’ Gifting Value to Existing Shareholder Under Reorg,” VC Experts, March 2011 (co-author)
“District Court Reverses Bankruptcy Court’s Controversial Fraudulent Transfer Tousa Decision,” SRZ Client Alert, Feb. 15, 2011 (co-author)
“Second Circuit Affirms Designation of Secured Lenders’ Vote and Effective Cram Down,” The Bankruptcy Strategist, February 2011 (co-author)
“Ninth Circuit Treats Corporate Insider Fairly in Fraudulent Transfer Case,” SRZ Client Alert, Jan. 25, 2011
“In Re Scopac … 2 Years Later,” Bankruptcy and Appellate Law360, Dec. 6, 2010 (co-author)
“Defending the Preference and Fraudulent Transfer Safe Harbor,” The Bankruptcy Strategist, April 2010
“Second Circuit Joins Ninth Circuit in Allowing Fees Based on Pre-Bankruptcy Agreement,” The Bankruptcy Strategist, January 2010
“Preference Litigation,” (co-author), “Fraudulent Transfers,” (co-author), and “The Third Circuit’s Tour De Force Opinion on Preference, Insiders, Earmarking and Equitable Subordination,” Recent Developments in Distressed Debt Restructuring and Workouts — Fallout From the Credit Crunch 2010, Practising Law Institute, January 2010
“Business Reorganization Financing: Use of Cash Collateral and Debtor-in-Possession Financing,” “The Bankruptcy Code’s Automatic Stay,” “Fraudulent Transfers” and “Preference Litigation,” 32nd Annual Current Developments in Bankruptcy & Reorganization, Practising Law Institute, 2010
“Seventh Circuit Vindicates Secured Lenders’ Right to Full Payment,” The Bankruptcy Strategist, July 2009
“Bankruptcy Court Cannot Surcharge Credit Bidding Asset Buyer With Expenses of Sale,” The Bankruptcy Strategist, June 2009
“Seventh Circuit Holds that Bankruptcy Court Improperly Reduced Oversecured Lenders’ Claim,” SRZ Client Alert, May 13, 2009
“Bankruptcy Court Allows Collateral Agent to Credit Bid Without 100% Approval of Senior Lenders in Same Facility,” SRZ Client Alert, April 28, 2009
“In re Winstar Communications Inc.,” PLI's All-Star Briefing, April 2009, Vol. 7, Issue 15 (analysis)
“$188 Million Insider Preference Judgment Affirmed by Third Circuit,” SRZ Client Alert, Feb. 11, 2009
“Professional’s Pre-Approved Fixed Fee Award Upheld by 2d Cir.,” SRZ Client Alert, Jan. 16, 2009
“Insider Preference Liability,” Recent Developments in Distressed Debt, Restructurings and Workouts – Fallout From the Credit Crunch 2008, Practising Law Institute, January 2009
“Bankruptcy Court Sets Deadlines for Filing Claims Against Lehman Brothers Inc.,” SRZ Client Alert, Nov. 14, 2008
“Lehman Brothers Debtors Seek to Establish Procedures for Assuming and Assigning Pre-Petition Derivatives Contracts and Settling Termination Payments,” SRZ Client Alert, Nov. 14, 2008
“How to Avoid Insider Preference Liability,” The Bankruptcy Strategist, October 2008
“Equitable Subordination Still Requires Proof of Harm,” The Bankruptcy Strategist, September 2008
“Bankruptcy Appeals Court Limits Lien-Stripping in § 363(B) Asset Sale,” SRZ Client Alert, Aug. 18, 2008
“Tenth Circuit Finds No Insider Preference Liability Based On Close Relationship Alone,” SRZ Client Alert, July 31, 2008
“Oversecured Creditor Wins Default Interest Issue,” SRZ Client Alert, July 16, 2008
“Fifth Circuit Reverses Equitable Subordination of Insiders’ Secured Loan,” SRZ Client Alert, June 30, 2008
“District Court Affirms Decision to Deny Cayman Islands Hedge Funds Access to U.S. Bankrupcty Court Under Chapter 15,” SRZ Client Alert, June 5, 2008
“Breach of Fiduciary Duty by Insiders of Chapter 11 Debtors,” SRZ Client Alert, March 12, 2008
“The Earmarking Defense Lives On,” New York Law Journal, March 3, 2008
“Oversecured Lender Awarded Post-Petition Interest at Contractual Default Rate Plus Compounded Interest,” SRZ Client Alert, Jan. 23, 2008
“US Courts Usually Enforce Creditors’ Contract Rights,” Financier Worldwide, Jan. 21, 2008
“Ethics in Bankruptcy Cases,” “Fraudulent Transfers” and “Preference Litigation,” Understanding the Basics of Bankruptcy Reorganization, Practising Law Institute, 2008
“Appeals Court Orders Immediate Payment of DIP Lender’s Commitment and Facility Funding Fees,” SRZ Client Alert, Nov. 28, 2007
“Oversecured Lender’s Contractual Prepayment Penalty Held Enforceable As Unsecured Claim Against Solvent Debtor,” SRZ Client Alert, Nov. 16, 2007
“Sixth Circuit Holds Buyer of Chapter 11 Debtor’s Contract Liable Only for Expressly Assumed Obligations,” SRZ Client Alert, Oct. 9, 2007
“Second Circuit Affirms Dismissal of Employees’ Lender Liability WARN Act Suit,” SRZ Client Alert, Sept. 28, 2007
“Cayman Hedge Funds Liquidators’ Request for Chapter 15 Protection Denied by Bankruptcy Court,” SRZ Client Alert, Sept. 19, 2007
“Second Circuit Affirms Dismissal of Creditors’ Committee Equitable Subordination Complaint,” SRZ Client Alert, Aug. 20, 2007
“Investment Bank’s Advisory Fee Properly Calculated Under Reasonableness Standard,” SRZ Client Alert, Aug. 6, 2007
“Fourth Circuit Affirms Chapter 11 Dismissal,” The Bankruptcy Strategist, August 2007; SRZ Client Alert, June 20, 2007
“Court Insulates Lender’s Collateral from Professional Fee Surcharge,” Pratt’s Journal of Bankruptcy Law, Sept. 2007; SRZ Client Alert, July 23, 2007
“Delaware’s High Court Affirms Dismissal Of Creditor’s Suit Against Directors,” SRZ Client Alert, May 25, 2007
“Fraudulent Transfer Analysis Turns Sour,” The Bankruptcy Strategist, June 2007; SRZ Client Alert, April 9, 2007
“Supreme Court Allows Unsecured Lender to Recover Contractual Legal Fees in Bankruptcy Case,” SRZ Client Alert, March 21, 2007
“Court Denies Hedge Funds’ Motion To Seal Confidential Trading Information,” SRZ Client Alert, March 12, 2007
“Second Circuit Vacates Settlement Between Creditors’ Committee and Secured Lenders, Relying on Absolute Priority Rule,” SRZ Client Alert, March 7, 2007
“Bankruptcy Court Demolishes Baseless Lender Liability Complaint,” The Bankruptcy Strategist, February 2007
“Bankruptcy Court Allows Secured Lender To Credit Bid Despite Creditors’ Committee Suit,” SRZ Client Alert, Dec. 5, 2006
“Key Bankruptcy Appellate Rulings,” Eleventh Annual Bankruptcy Conference of the Central New York and Capital Region Bar Associations, 2006
“A Secured Creditor May Carve Out A Portion Of Its Collateral For The Exclusive Benefit Of Unsecured Creditors Without Violating The Absolute Priority Rule," SRZ Client Alert, July 17, 2006
“Bankruptcy Court Holds Strategic Partner/Vendor Liable as Insider in Preference Suit,” SRZ Client Alert, Jan. 31, 2006
“Second Lien Lenders Fend Off Attack on Credit Bid,” SRZ Client Alert, Jan. 25, 2006
“Chapter 11 Debtors Cannot Assume or Assign Trademark License Without Consent from Licensor,” Bankruptcy Court Decisions, Jan. 9, 2006; SRZ Client Alert, Jan. 9, 2006
“Third Circuit Cuts Substantive Consolidation Risk,” SRZ Client Alert, Aug. 19, 2005
“Second Circuit Upholds Senior Creditors’ Rights Despite X-Clause and Criticizes Third Party Insider Releases in Reorganization Plan,” SRZ Client Alert, Aug. 3, 2005
“Key Creditors’ Rights Decision,” The Bankruptcy Strategist, July 2005
“No Time for Bankruptcy Venue Hypocrisy,” The Bankruptcy Strategist, June 2005
“7th Circuit Confirms Clear Right of Aircraft Lenders/Lessors To Reclaim,” SRZ Client Alert, May 13, 2005
“2005 Bankruptcy Code Amendments: Quick Summary of Business Reorganization Changes,” SRZ Client Alert, April 21, 2005
“Second Circuit Confirms Good Faith Lender Had No Fiduciary Duty to Borrower and Had Not Participated in Borrower’s Fraud,” SRZ Client Alert, April 2005
“Eighth Circuit Rules That Financial Advisor’s Success Fee Be Paid From Recovery Obtained By Its Constituency,” SRZ Client Alert, Feb. 28, 2005
“Tenth Circuit Allows Secured Creditor To Recover Converted Cash Collateral,” SRZ Client Alert, Jan. 7, 2005
“In re Combustion Engineering: 3d Circuit Vacates Reorganization Plan,” SRZ Client Alert, Dec. 3, 2004
“Repaid Lender Escapes Fraudulent Transfer Liability,” New York Law Journal, Nov. 22, 2004
“Landlords Succeed In Getting Tenants’ Bankruptcy Petitions Dismissed,” SRZ Client Alert, October 2004
“Secured Lender Had no Fiduciary Duty to Borrower or Creditors and Had Not Participated in Management Fraud,” SRZ Client Alert, September 2004
“Fighting Cramdown: The Objecting Secured Creditor in Reorganization Plan Litigation,” SRZ Client Memorandum, August 2004
“Supreme Court Disappoints Secured Lenders: Till v. SCS Credit Corporation,” The Bankruptcy Strategist, July 2004; SRZ Client Alert, May 2004
“The ‘Doctrine of Necessity’: Missing Authority,” Parts 1 and 2, The Bankruptcy Strategist, April – May 2004
“Professional Fees: How To Get A Bankruptcy Judge’s Attention,” Law Journal Newsletters, February 2004
“Secured Lenders Have Standing To Pursue Preferences,” SRZ Client Alert, January 2004
“Oversecured Lender’s Legal Fees Held To Reasonableness Test,” SRZ Client Alert, November 2002
“Surcharging A Lender’s Collateral: An Empty Threat,” The Bankruptcy Strategist Law Journal Newsletters, October 2001
“Master Teacher Remembered,” 76 N.Y.U. L. Rev. 1300, November 2001
“The Judicially Created ‘Innocent Shareholder’ Defense to Constructive Fraudulent Transfer Liability in Failed Leveraged Buyouts,” South Carolina Law Review, 1992
More
Selected Speaking Engagements
“Preparing for Bankruptcy Risks and Industry Issues: Dealing with the Lender’s Potential Risks,” Practising Law Institute Recent Developments in Distressed Debt, Restructurings & Workouts, January 2012
“Overview of Recent Court Decisions — Enron,” Bloomberg Law CLE Bankruptcy Law Recent Developments — Section 546(e) Safe Harbor — Has the Second Circuit Taken Away a Bankruptcy’s Court Traditional Ability to Consider Substance Over Form?, October 2011
“DIP Financing, Fraudulent Transfers and Preferences,” PLI: Bankruptcy & Reorganizations: Current Developments, April 2011
“Designation (Disqualification) of Creditors’ Votes on a Reorganization Plan” and “The ‘Gifting’ Doctrine in Reorganization Cases,” LSTA: DBSD vs. DISH: Designation and Gifting ... Did the Second Circuit Get It Right? March 2011
“Dealing with the Lender's Potential Risks,” PLI: Recent Developments in Distressed Debt, Restructurings & Workouts, January 2011
“‘Avoiding Powers’ — Augmentation of the Estate,” PLI: Nuts and Bolts of Corporate Bankruptcy, December 2010
Moderator, “Trends in Bankruptcy Litigation,” ABI New York City Bankruptcy Conference, May 2010
“First Day Orders, DIP Operations and DIP Financing, The Automatic Stay and Avoiding Powers,” PLI: Bankruptcy & Reorganizations: Current Developments, April 2010
“Preparing for Bankruptcy Risks and Industry Issues — The Lender's Potential Risks,” PLI: Recent Developments in Distressed Debt, Restructurings & Workouts — Fallout From the Credit Crunch, January 2010
“Ethical Obligations in Bankruptcy and the Role of the U.S. Trustee” and “Preferences and Fraudulent Transfers,” PLI: Nuts and Bolts of Corporate Bankruptcy, December 2009
“Liquidate and Litigate: The End of Reorganization?,” ABI's 11th Annual New York City Bankruptcy Conference, May 2009
“First Day Orders, DIP Operations and DIP Financing” and “The Automatic Stay and Avoiding Powers,” PLI: 31st Annual Current Developments in Bankruptcy & Reorganization, April 2009
“Reform of the Reform? What the New Congress and Administration Will Mean for Bankruptcy Law,” New York University School of Law, April 2009
“Asset Protection,” ABI 10th Annual New York City Bankruptcy Conference, May 2008
“Second Lien Financing” and “Fraudulent Transfers,” Southeast Bankruptcy Law Institute, April 2007
“The Latest Ethical Considerations for Your Bankruptcy Practice,” West Legal Ed Center Webcast, November 2006
“Key Bankruptcy Appellate Rulings,” 11th Annual Bankruptcy Conference of the Central New York and Capital Region Bar Associations, October 2006
More
Memberships
Chair, Board of Regents, American College of Bankruptcy, March 2010
Fellow, American Bar Foundation
Fellow and Director, American College of Bankruptcy
Member, Columbia University Undergraduate Campaign Council
Member, Bankruptcy Law Advisory Committee, Practising Law Institute
Member, International Insolvency Institute
Chair, Pro Bono Committee, American College of Bankruptcy, 2008-10
Chair, New York City Bankruptcy Assistance Project, 2005-08
Chair, Creditors’ Rights Litigation Committee, American Bar Association,
Section of Litigation, 1976–81
Director, American College of Bankruptcy Foundation
Former Director and Vice President, Columbia College Alumni Association, 1995-2011
Chair and Director, Lawyers Alliance for New York, 1996-2003
Former Director, Goddard Riverside Community Center
Other Distinctions
The Best Lawyers in America
Chambers USA, America’s Leading Lawyers for Business
IFLR Guide to the World’s Leading Insolvency and Restructuring Lawyers
The K&A Restructuring Register
Peer group listing of the top 67 attorneys who practice in restructuring,
reorganization, insolvency and bankruptcy
“America’s Top 100” Lawyers
The Legal500 United States
PLC Cross-border Restructuring and Insolvency Handbook
Martindale-Hubbell Law Directory, AV rating
New York Super Lawyers
Who’s Who in American Law
Who’s Who Legal
Bar Admissions
Court Admissions
- U.S. Court of Appeals, Third Circuit 2001
- U.S. District Court, Northern District of New York 1996
- U.S. Court of Appeals, Fourth Circuit 1986
- U.S. Court of Appeals, Seventh Circuit 1984
- U.S. Supreme Court 1973
- U.S. Court of Appeals, Second Circuit 1972
- U.S. District Court, Southern District of New York 1970
- U.S. District Court, Eastern District of New York 1970
Education
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New York University School of Law, J.D., 1968
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Columbia University, A.B., 1965
Prior Experience
Law Firm
Skadden, Arps, Slate, Meagher & Flom LLP, 1980-2000
Partner and Practice Leader, Corporate Restructuring Group
Weil, Gotshal & Manges LLP, 1970-80
Partner, 1975-80
Academic
Adjunct Professor of Law, New York University School of Law, 1975-2001
Creditors' Rights, Debtors' Protection, Bankruptcy
Lecturer, Lehman College, The City University of New York, 1968-70
Business Law
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