Who?s working the 3 to 11 shift?

Time to count restructure the chickens before they hatch: Should any of Detroit’s Big Three automakers go under, the Chapter 11 filings would be record breaking. For auto companies, a conventional Chapter 11 filing is especially problematic: consumers will be understandably wary of buying a car from a manufacturer with uncertain prospects. A company that goes under will not be there to help maintain its cars in the future.

A “prepackaged” bankruptcy, where agreements are made with primary creditors beforehand, is also tricky. “Prepacks” require significant support from main creditors, and in the case of the Big Three, that’s unlikely to happen with either bondholders or labor unions. A hybrid process that is part Chapter 11 filing, part federal bailout, is a theoretical possibility. But this would be uncharted territory, and Congress would likely have to rewrite regulations to allow this to proceed (as Italy did with the Parmalat bankruptcy).

So which firms have the capacity to tackle matters of this scope?

Door Number 1: Weil Gotshal, the perennial bankruptcy alpha dog, certainly has the record (Enron and WorldCom), as well as the legions of guarana-wired foot soldiers necessary for all that doc review. It also has a wingtip in the door: General Motors is a longtime client. The rub is that Weil is already handling the dissolution of Lehman Brothers, as well as the bankruptcy of Lenox Group (makers of all those china figurines your grandma collects). How many more mammoth mandates Weil could take on would depend on what exactly was in the cards, total liquidation or a “simple” restructuring. Holding a yard sale is easier than trying to fortify a crumbling building with Legos and duct tape.

Door Number 2: Kirkland & Ellis. Ford is a longtime Kirkland client, and some of its Ford-related work was key in Kirkland being named The American Lawyer's 2008 Litigation Department of the Year. The firm is currently representing the Alliance of Automobile Manufacturers (comprising BMW, Chrysler, Ford, General Motors, Jaguar, Land Rover, Mazda, Mitsubishi, Mercedes (Daimler), Toyota and Volkswagen) in civil actions targeting emissions laws passed in California, New Mexico, Rhode Island and Vermont. But while Kirkland is best known for litigation, its recent corporate highlights also include the completion of the 10th-largest Chapter 11 filing of 2007, that of Movie Gallery Inc., which had assets of $892 million.

Door Number 3: Skadden. A 3-headed monster of a restructuring group (there really are three heads: Timothy Pohl, Jack Butler and Gregory Milmoe), based out of both New York and Chicago, gives Skadden geographic and experiential breadth. But cross off GM as a potential client: Skadden already represents auto parts supplier and GM offshoot Delphi in its own Chapter 11 proceedings. GM figures heavily in that case, which would constitute a conflict of interest. Still, Skadden has served both Ford and Chrysler’s former owner, Daimler, in the past. (In 2007, Daimler sold off an 80 percent stake in Chrysler to private eq house Cerberus).

Door Number 4? Willkie Farr & Gallagher. Willkie has already acted as bankruptcy counsel to one of the Big Three’s suppliers, Teksid Aluminum, an engine-part manufacturer. The firm also handles the bankruptcy proceedings of Adelphia Communications, the cable giant at the center of its own Enron-esque scandal. Willkie has represented Adelphia, which comprises roughly 230 separate legal entities, since proceedings began in 2002.

Door 5: some local yokels from Canada. The Big Three have significant operations across the borders of both Canada and Mexico. For their Great White North entities, experts theorize that a Big Three automaker would likely file in Canada itself, as Canada’s Companies' Creditor Arrangement Act includes provisions, comparable to Chapter 15 of the U.S. bankruptcy code, to address cross-border insolvencies. Canadian firms tipped to represent GM and Ford, respectively are Osler, Hoskin & Harcourt and Blake, Cassels & Graydon.

Door 6: Jones Day. According to the Am Law Daily, which ran the below pic yesterday, sitting behind the seats “Reserved for Chrysler” are two men who bear eery resemblance to Jones Day litigation chief Tim Cullen, and bankruptcy practice founding partner David Heiman. Hmm…

- posted by anu rao