The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Dennis F. Dunne is a partner in the New York office of Milbank LLP, a member of the firm’s Global Executive Committee, and head of the firm’s Financial Restructuring group. With over 30 years of experience, Mr. Dunne is one of the leading bankruptcy and restructuring lawyers in the nation.
Nelly Almeida is a partner in the Financial Restructuring group at Milbank LLP. Ms. Almeida represents debtors, creditors, lenders, official committees, equity holders, and other parties in complex Chapter 11 cases and out-of-court restructurings. She has advised on some of the most high-profile cases in the country.
Describe your practice area and what it entails.
We advise debtors, creditors, private equity sponsors, and other major parties in all aspects of traditional Chapter 11 bankruptcy cases, out-of-court restructurings, and cross-border insolvency matters. We also assist our clients in structuring high-risk loans; facilitate the purchase and sale of financially distressed companies; and represent clients in all types of Chapter 11 litigation, including defending or prosecuting challenges to complex transactions, such as leveraged buyouts. The multidisciplinary nature of our practice requires us to work very closely with our colleagues in our Corporate, Finance, Real Estate, Securities, Litigation & Arbitration, Intellectual Property, and Tax groups on a regular basis. Our restructuring attorneys in the U.S. and London also collaborate with our attorneys in Germany, Singapore, Hong Kong, Tokyo, and São Paulo to address complex issues arising in our international insolvency matters.
What types of clients do you represent?
We represent high-profile clients involved in many of the largest and more complex restructuring cases that have taken place over the past decades, including Federal Housing Finance Agency (FHFA), PG&E, Avianca, Intelsat, Guitar Center, and Cirque du Soleil. Representations include official and informal creditor groups, as well as many of the world’s largest financial institutions interested in providing credit to Chapter 11 debtors and acquiring or selling financially distressed companies. We also represent companies facing a distressed situation and boards of directors in a variety of industries and jurisdictions in the U.S. and abroad as they navigate through financial crisis.
What types of cases/deals do you work on?
Our practice consists of the most complex, cutting-edge restructuring work in the country. Whether it is setting a record for the shortest pre-packaged plan (Full Beauty successfully confirmed a one-day pre-packaged Chapter 11 plan), navigating the political currents in large cases such as Puerto Rico or PG&E, or leading large-scale distressed M&A transactions, our team will be engaged in primary roles in virtually every large restructuring. We represent debtors, creditors, official creditor committees, private equity sponsors, and purchasers of distressed assets. Representing secured and unsecured creditors, sponsors, and debtors in Chapter 11 cases and out-of-court workouts in the U.S. and internationally, our engagements have ranged across an array of industries.
How did you choose this practice area?
Dennis: While a summer associate, I rotated through the Litigation and Corporate departments. There were elements of each that I liked (courtroom advocacy and negotiating deals) and elements I disliked (bates-stamping documents and interminable due diligence). During my third year of law school, I worked in the Financial Restructuring group of a law firm. I found that financial restructuring and Chapter 11 work involved the best of each practice area without the undesirable (but necessary) aspects of either.
Nelly: When I was a summer associate in 2010, it was still at the height of the aftermath of the financial crisis and summering in the Financial Restructuring group was a no brainer. I enjoyed the work the group did for many of the same reasons that Dennis mentioned. Most notably, I was drawn to the variety of the work—both in terms of cases and issues that the lawyers handled and also in terms of the day-to-day assignments. That variety continues to be what keeps the practice interesting.
What is a typical day like and/or what are some common tasks you perform?
Dennis: From arguing in court and advising a board of directors to creating new and innovative structural solutions and negotiating a precedent-setting solution, I would say one of the most rewarding things about this practice is that there is no typical day. Everything we do is bespoke, and it’s rewarding and challenging.
Nelly: On any deal we do, I think of restructuring lawyers as being the deal quarterbacks, who have to not only be aware of everything going on in the deal, but be ready to make the key strategy decisions quickly as issues come up. We are constantly working through the different pieces of the puzzle to put it all together within the confines of the bankruptcy courts. The variety is what makes it interesting. We’re thought leaders, constantly balancing limitations, the bankruptcy code, and unique circumstances for each client to figure out solutions—often in a tight timeframe.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Dennis: Explore all areas of law in law school. Wherever you follow the course book, you’ll end up using in this practice. Although not crucial to being successful in the practice, any courses on bankruptcy, secured transactions, or anything that teaches you how to negotiate contracts would be helpful.
Nelly: I don’t think there is a particular class that is required. Though, of course, some can be helpful, including Corporate Tax, Securities Regulation, Secured Transactions, and Bankruptcy. I think what is important is the ability to stay organized and focused on the various issues that may impact your deal.
What is the most challenging aspect of practicing in this area?
Dennis: The path to a successful restructuring can be tricky. There are often a variety of actors and interests involved as well as various legal considerations to take into account. A successful restructuring requires an in-depth understanding of a company’s challenges. As a result, restructuring attorneys must not only understand the applicable business, but also be proficient in many areas of the law. Because every company has a unique set of problems, we are not a form-based practice. No finite set of documents or a delineated universe of precedents guides our work. We are truly the last of the “generalists.”
What do you like best about your practice area?
Nelly: What attracted me to bankruptcy and restructuring, and what I continue to enjoy, is that there is no one-size-fits-all aspect to it. There is always something new and different to learn—and an opportunity to develop and negotiate a unique solution. I would also add that as an associate, bankruptcy allowed me a unique opportunity to work with many other groups, including M&A, Capital Markets, and Litigation, which was invaluable for my career development.
What misconceptions exist about your practice area?
Dennis: People have the misimpression that restructuring and bankruptcy is a niche practice. To the contrary, it is one of the last bastions of general practice and pure lawyering. Financial restructuring is often the broadest practice area of any department in a large firm, as it involves knowledge of a variety of departments. Bankruptcy is undoubtedly a hybrid litigation and transactional practice. Its transactional aspect spans many areas, each of which often constitutes its own department within a firm. For instance, on any given day, lawyers in the group may negotiate bank deals and related documents, distressed M&A transactions, or transactions that entail bond debt. We also negotiate and help craft the key aspects of the charter and by-laws for reorganized companies. The practice area is vast and never boring.
What is unique about your practice area at your firm?
Whether we are in economic booms or swoons, you couldn’t be in a better practice because we are always busy. Naturally in a downturn, or during a pandemic, the practice can be unusually busy. However, because Milbank has a first-rate Restructuring practice that often handles some of the largest, complex situations, we are uniquely positioned to have attorneys from other groups—Corporate, Capital Markets, and Litigation—that often advise on restructuring matters and are, therefore, able to provide tremendous support during a downturn. In fact, during the early months of the pandemic, we had over 100 attorneys advising on restructuring matters, while our core bankruptcy team is around 40 attorneys. More companies are recognizing the benefits to restructuring as a preferred commercial path for a company that is over levered, even during market climbs—there is always an industry going through its own unique headwinds that requires restructuring.