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Chapter 11 at Twilight

Douglas G. Baird

University of Chicago Law School

Robert K. Rasmussen

University of Southern California Gould School of Law

Vanderbilt Law and Economics Research Paper No. 03-18; U Chicago Law & Economics, Olin Working Paper No. 201

In The End of Bankruptcy we detailed the forces that have rendered obsolete traditional conceptions of corporate reorganization. In a response to our article, Lynn LoPucki asserts that our paper lacked empirical foundation. In this response, we draw on LoPucki's data set of the reorganization of large, publicly held entities to show the robustness of our claims, both empirical and theoretical.

Looking in detail at the firms whose Chapter 11 cases ended in 2002, most of which concluded after we completed our original piece, we find that in over 80% of the cases the assets of the firm were either sold or the bankruptcy proceeding put in place a restructuring plan agreed to before bankruptcy was filed. The remaining firms evince little in the way of going-concern value. Moreover, equityholders are nearly always wiped out, and the board of directors is usually replaced.

Today's bankruptcy practice reveals creditors, particularly the senior lenders, in control. They use their powers to remove managers in whom they have lost confidence, replace the board of directors, put the corporation on the auction block and terminate the interest of equityholders. This paper provides further evidence that issues of control rather than priority dominate modern reorganization practice.

Number of Pages in PDF File: 30

Keywords: Chapter 11, corporate reorganization

JEL Classification: K22, G33, G38

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Date posted: October 23, 2003  

Suggested Citation

Baird, Douglas G. and Rasmussen, Robert K., Chapter 11 at Twilight. Stanford Law Review, 2003. Available at SSRN: https://ssrn.com/abstract=455960 or http://dx.doi.org/10.2139/ssrn.455960

Contact Information

Douglas G. Baird (Contact Author)
University of Chicago Law School ( email )
1111 E. 60th St.
Chicago, IL 60637
United States
773-702-9571 (Phone)
773-702-0730 (Fax)

Robert K. Rasmussen
University of Southern California Gould School of Law ( email )
699 Exposition Boulevard
Los Angeles, CA 90089-0071
United States
213-740-6473 (Phone)
213-740-5502 (Fax)

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