Kennedy, Countryman and Williams on Partnerships, Limited Liability Entities and S Corporations in Bankruptcy Book

This new, unique two-volume work enables you to effectively counsel partnerships, partners, limited liability entities, and Subchapter S corporations and their shareholders, who find themselves enmeshed in a bankruptcy proceeding. This is one of the most unsettled and unsettling areas of modern bankruptcy law and attorneys must draw upon diverse areas of expertise, both in non-tax (partnership, corporate and limited liability law) and tax law, to successfully represent their clients.

Kennedy, Countryman and Williams contains both an exhaustive exposition of the current state of the law, and an analytical assessment of the several recent proposals for reform, all of which have significant implications for those who practice in the area.

The authors, seminal thinkers in the field, offer one of the first comprehensive treatments of LLCs, LLPs and LLLPs in bankruptcy. Questions such as eligibility to file for relief, commencement of the case, and characterization of the operating agreement are thoroughly discussed.

The authors also make available, for the first time, a comprehensive discussion of the challenging issues posed by the filing of a bankruptcy petition by a subchapter S corporation or one of its shareholders. Questions such as:

• the effect of a bankruptcy filing on the subchapter S status of the debtor corporation
• the ability of a shareholder to revoke subchapter S status pre and post petition
• and the effect of the Bankruptcy trustee as shareholder on the subchapter S corporation's status are all addressed and answers are suggested.

Although bankruptcy and partnership are well-established areas of the law, their interaction is confusing and troublesome. In the absence of statutory guidance, the judiciary has stepped in; the case law, however, is acknowledged to be inconsistent and unsatisfactory. Specifically, although Section 723 of the Bankruptcy Code authorizes the trustee of a partnership in a Chapter 7 case to claim and collect a deficiency of the partnership estate from a general partner, there is no comparable authority for a partnership as a debtor-in-possession, or a partnership trustee in a Chapter 11 or 12 case, to proceed against the partners. Accordingly, some courts have refused to grant relief to a partnership or its creditors when sought in a Chapter 11 case. The consequences can be devastating.

By summarizing the relevant bankruptcy, business, and tax doctrines, by identifying the relevant case law, by reviewing what tactics have succeeded and what failed, this book is an incomparable resource for bankruptcy, business and tax attorneys in servicing the needs of pass-through entities.