When a business is worth more than the entity around it, it should be sold fast, with certainty, and with clean title. We run court-supervised and out-of-court distressed sales for sellers, buyers, and officeholders, structured to close before the value erodes.
A bankruptcy court can hand a buyer what no private seller can: title free and clear of liens and claims by order, and a good-faith finding that keeps the sale closed even if the order is reversed on appeal. The estate sells free of a lien on one of five statutory grounds, most often the lienholder's consent or a price above the liens, and the secured lender may bid its debt instead of cash unless the court finds cause.
Contracts travel on their own rules. A lease or supply agreement moves to the buyer only if defaults are cured and the buyer shows it can perform, and the counterparty's anti-assignment clause is unenforceable, with exceptions for intellectual-property licenses and contracts personal to the debtor. Employees arrive with the WARN Act attached: the seller carries the sixty-day notice duty through closing day and the buyer from the next morning.
Out of court, the business sells through an Article 9 disposition or an assignment for the benefit of creditors, faster and quieter, with no order to lean on. We act for one side in a matter: seller, buyer or officeholder.
Court-supervised sales of assets free and clear of most liens, claims, and interests, from the sale motion and bidding procedures through the auction and the sale order that delivers a buyer the title certainty only a bankruptcy court can confer.
Consensual sales of distressed businesses and assets negotiated outside a formal filing, built on consents, releases, and a defensible process where the cost and visibility of court are worth avoiding.
Structuring the stalking-horse bid, the bid protections, and the auction that follows, with the break-up fee, expense reimbursement, and bidding procedures set to put a floor under the price and draw competing bids above it.
Representation of strategic and financial buyers acquiring assets out of distress, including through loan-to-own, credit-bid, and special-situations strategies, with diligence and structure tuned to a compressed timetable.
Structuring the transaction to insulate a buyer from successor liability and to deliver title that holds, by drafting the asset perimeter, the assumed and excluded liabilities, and the order or releases that protect the deal.
Sales of groups with assets and creditors in more than one country, including sales out of provisional liquidation or a scheme, coordinated with local counsel and sequenced so the transfer is recognized across each jurisdiction it touches.
A seller in Chapter 11 spends its lender's cash collateral under a budget approved line by line, and the sale milestones in that order, a bidding-procedures hearing, an auction and a closing, are the lender's enforcement tool. Missing one is a DIP default, so the timetable is agreed with the lender before buyers see it.
The order reaches what was noticed to those who could object. Environmental duties that run with the land, permits an agency must reissue in the buyer's name, and claims of people who had no notice test its limits; a buyer that wants those risks closed writes them into the findings and serves notice to match.
A stalking horse's break-up fee and expense reimbursement are approved with the bidding procedures, weeks before the auction, and paid only if someone else wins, out of that higher price. The minimum overbid is set at the fee plus an increment so the estate is never worse off for having held the auction.
An out-of-court sale is tested later under the fraudulent-transfer statutes, two years back under the Code and four under most state laws, for reasonably equivalent value. An Article 9 sale largely escapes if commercially reasonable and the debtor and junior lienholders get ten days' notice; the buyer takes free of junior liens, not senior ones.
An acquisition out of bankruptcy files under Hart-Scott-Rodino if it crosses the size thresholds, but the Code cuts the waiting period from thirty days to fifteen. Licenses do not speed up: a liquor license, an insurance authorization or a telecommunications license transfers on the regulator's calendar, so the perimeter is drawn around those dates.
A fund that buys the senior loan at a discount may bid its full face under Section 363(k) without writing a check for the difference. The first documents a would-be buyer reads are the credit agreement's assignment clause and the intercreditor terms on who controls the bid. Courts may limit the bid for cause.
Before anyone bids, we draw the asset perimeter: which contracts, leases, and liabilities travel with the business and which stay behind with the estate. That map, plus the lien search that reveals who must consent or be crammed through the court, decides if the deal runs in court or out.
A first buyer is negotiated into position to set the floor: purchase price, assumed liabilities, and bid protections, meaning the break-up fee, expense reimbursement, and minimum overbid, all locked into bidding procedures the court approves before the market ever sees the deal.
Qualified bidders diligence against the stalking-horse baseline and bid in open rounds, and every overbid must clear the protections it triggers. The seller's board and officeholders document each decision in real time, because the sale order will stand on the record built here.
At the sale hearing, the court finds good faith and adequate marketing and enters an order transferring the assets free and clear of liens, claims, and interests under Section 363(f), with a Section 363(m) good-faith finding that shields the closed sale even if the order is appealed.
In distress, the price is negotiated once. The record defending it is built every day of the process.
A sale of a business or its assets by a seller that is insolvent or close to it, which changes almost every term a buyer is used to. The assets are sold as is and where is, the representations do not survive closing, and there is no escrow or indemnity to claim against; the price is paid in cash or by credit bid at closing. In exchange the buyer gets something an ordinary seller cannot give: a court order, in a Section 363 sale, transferring title free and clear of liens and claims, or in an out-of-court deal a secured party's Article 9 disposition or an assignment for the benefit of creditors that cuts off junior interests under state law. The diligence shifts from the seller's promises to the public record: the lien searches, the cure amounts on the contracts to be assumed and the liabilities that will follow the assets whatever the documents say.
A Section 363 sale is a sale of assets conducted under the supervision of a US bankruptcy court, which can deliver an order transferring the assets free and clear of most liens, claims, and interests, a degree of title certainty an ordinary sale cannot match. An out-of-court or consensual distressed sale avoids the cost and visibility of a filing but cannot offer the same statutory cleansing, so it depends more heavily on consents, releases, and diligence. The right route depends on the buyer's appetite for risk, the liens on the assets, and how much certainty the deal requires.
A stalking-horse bid is an initial, negotiated offer that sets a floor price and the baseline terms for a court-supervised sale before other bidders are invited to compete. In exchange for going first and taking on diligence and negotiation risk, the stalking horse typically receives bid protections, such as a break-up fee and expense reimbursement, approved by the court. We advise both sellers structuring a stalking-horse process and buyers seeking to become the stalking horse and lock in protections.
A court-supervised sale commonly runs sixty to ninety days from the sale motion to closing. The bidding-procedures hearing comes in the first two or three weeks and approves the stalking horse and the auction rules, qualified bids are due four to six weeks later, and the auction and sale hearing follow within days of each other. Closing then waits only on the conditions in the sale order, which for a reportable deal include the fifteen-day Hart-Scott-Rodino waiting period the Code substitutes for the usual thirty. The DIP lender's milestones hold each of those dates in place. An out-of-court sale can be faster still, since an Article 9 disposition needs ten days' notice rather than a hearing, but it delivers no order and the buyer carries the title risk. Diligence, financing and regulatory filings run in parallel throughout, which is only possible because the data room and the lien searches are done before the process is announced.
Both, though only one side in any given matter. We represent distressed sellers, boards, and officeholders running a sale to maximize value, and we represent strategic and financial buyers, including funds pursuing loan-to-own and special-situations strategies, acquiring assets out of distress. Having sat on both sides informs how we read the capital structure, the bid protections, and the other party's likely next move.
A Section 363 sale is hard to unwind by design. Under Section 363(m), reversal of the sale order on appeal does not affect the validity of a sale to a purchaser the court found to be in good faith unless the objector obtained a stay pending appeal, which usually requires a bond for the purchase price, so an unstayed appeal of a closed sale rarely achieves anything. Good faith means an arm's-length buyer that neither colluded with other bidders nor took unfair advantage of the process, and the record built at the auction is what supports the finding. An out-of-court sale has no such shield: it is open to fraudulent-transfer attack for two years under the Code and four under most state laws, to preference attack if it favored one creditor, and to successor-liability theories that follow the assets to the buyer. Those risks are managed with a marketed process, a contemporaneous valuation and releases from the creditors who could sue, and priced into the deal where they cannot be closed.
Court-supervised reorganization of a viable business, covering the plan, the disclosure statement, and the path to confirmation that lets a company restructure its balance sheet and continue.
Explore →Representation of lenders, bondholders, funds, and official committees protecting their position and recovery across the distress cycle and the sale process.
Explore →Consensual amendments, standstills, refinancings, and balance-sheet restructurings negotiated outside formal process, resolved while the company still holds the timetable.
Explore →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
One partner is accountable for the whole matter, and you have that partner's direct line. Chicago, London, and Dubai work to the same standard.