The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Nelly Almeida is a partner in the New York office of Milbank and a member of the firm’s financial restructuring group. She represents debtors, creditors, lenders, official committees, equity holders, investors, and other interested parties in both in- and out-of-court domestic and international corporate restructurings and distressed financings and acquisitions, including in the cases of Celsius Network LLC (preferred equity holders), Sorrento (official committee of unsecured creditors), Cirque du Soleil (ad hoc group of lenders), RentPath Holdings, Inc. (ad hoc group of crossholders), Cinepolis (ad hoc group of creditors), FullBeauty Brands (ad hoc group of lenders), Toys R Us (equity holders), Toisa, Ltd. (counsel to lenders), GulfMark Offshore, Inc. (ad hoc group of noteholders); International Shipholding, Inc. (debtor-in-possession lender and plan sponsor), Ultra Petroleum Corp. (ad hoc committee of noteholders), Southern Air Holdings, Inc. (debtor), Chassix Holdings, Inc. (debtor), and Great Atlantic & Pacific Tea Company, Inc. (debtor). Nelly has also worked to structure a number of innovative financings that enabled U.S. airline carriers to collateralize the future cash flows of their loyalty programs and has represented monoline insurers with exposure to municipal debt, including in the Chapter 9 cases of Stockton and San Bernardino, CA, and the restructuring of certain entities in Puerto Rico.
A distinguished restructuring practitioner, author, and speaker, Dennis Dunne is a partner in the New York office of Milbank. He is a member of the firm’s Global Executive Committee and has served in that position since 2008. He also serves as the global chair of the firm’s financial restructuring group. Dennis has extensive experience in representing companies and creditors in reorganization cases and out-of-court workouts, acquirors of financially distressed companies, providers of financing, and board of directors of public and private companies. Dennis plays a leadership role in these matters, frequently as counsel to companies or official and unofficial committees representing key creditor constituencies, such as bondholders, agents for lender syndicates, and large debt or equity holders. He also regularly represents private equity funds, hedge funds, and other financial institutions acquiring control positions in financially distressed companies both in and out of court. In all such matters, he is a trusted advisor to his clients and draws upon his broad experience across several disciplines to craft practical solutions and build the consensus required to implement those solutions. Dennis also has unparalleled courtroom experience, and clients seek him out for his in-court advocacy skills. His engagements have ranged across a wide array of industries, including automotive, airline, apparel, cable and broadcasting, chemical, construction, gaming, healthcare, housing, infrastructure, manufacturing, pharmaceutical, energy, retail, shipping, telecommunications, and textiles.
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 and securities, real estate, litigation and arbitration, intellectual property, and tax groups on a regular basis. Our restructuring attorneys in the United States 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 most complex restructuring cases that have taken place over past decades, including the cases of Celsius Network, Gol Airlines, AMC Entertainment, Envision Healthcare Corp., the Federal Housing Finance Agency, PG&E, Avianca, Intelsat, Guitar Center, and Cirque du Soleil. We represent 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, among others. We also represent companies facing a distressed situation and boards of directors in a variety of industries and jurisdictions in the United States 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 advising clients on novel financing structures or navigating the political currents in large cases such as those of Puerto Rico or PG&E, 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 United States and internationally, we have engagements ranging 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 that 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 the financial restructuring and Chapter 11 work involved the best of each practice area without the undesirable (but necessary) aspects of either.
Nelly: I was a summer associate at the height of the aftermath of the financial crisis, so 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 the clients we represent and the day-to-day assignments. That variety continues to be what keeps the practice interesting. Every deal is a new lesson.
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, 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, restructuring lawyers are the backbone of the case. We have to be knowledgeable of all elements of a deal so that we can make quick decisions when issues arise. We are constantly working through the different pieces of the puzzle while balancing the various legal issues, limitations, and desired outcomes. The end result is often satisfying.
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 that knowledge 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.
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 structure innovative solutions. This practice provides the unique opportunity to work with attorneys in other practice groups, including M&A, corporate finance and securities, and litigation, which has been 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, corporate finance and securities, and litigation—that often advise on restructuring matters and are, therefore, able to provide tremendous support during a downturn. More companies are recognizing the benefits to restructuring as a preferred commercial path for a company that is over leveraged, even during market climbs. There is always an industry going through its own unique headwinds that requires restructuring.