The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Daniel Eggermann, Partner—Bankruptcy and Restructuring
Daniel Eggermann focuses primarily on the representation of distressed investors, bank debt holder and bondholder groups, creditors’ committees, and other parties in interest in all aspects of bankruptcy cases and out-of-court restructurings. Mr. Eggermann’s recent experience includes representing an ad hoc group of bondholders holding in excess of $3.5 billion of first priority senior secured bonds issued by Caesars Entertainment Operating Company in connection with Caesars’ Chapter 11 bankruptcy case.
Mr. Eggermann received a J.D., cum laude, from New York University School of Law in 2002 and a B.A., magna cum laude, from Long Island University in 1998.
Describe your practice area and what it entails.
Corporate restructuring is a considerably broad practice. In its simplest form, it entails advising and representing various categories of clients on the multitude of issues confronting distressed businesses. That could involve representing lenders (or borrowers) with respect to balance sheet or operational restructurings (both out-of-court or through a court-supervised bankruptcy process). Those restructurings can be negotiated consensually, achieved through litigation, or perhaps resolved through a combination of litigation and negotiation.
What types of clients do you represent?
My clients are typically, although not limited to, institutional investors who are holders of debt issued by financially distressed companies. They retain us individually, or in groups, to advise them with respect to their rights and entitlements and to protect those rights and entitlements if necessary. I have also represented official committees of unsecured creditors, as well as financially distressed companies and/or their boards of directors.
What types of cases/deals do you work on?
Kramer Levin has played prominent roles in many of the largest corporate and municipal debt restructurings of recent years, including Toys R’ Us, Caesars, Nine West, Puerto Rico, City of Detroit, Argentina, General Motors, Chrysler, Lehman Brothers, and Washington Mutual, to name a few.
How did you choose this practice area?
As a summer associate at a large corporate law firm, I was unsure as to whether I wanted to become a litigator or a corporate lawyer, and if a corporate lawyer, which areas or industries to focus on. I found that corporate restructuring offered the perfect balance of litigation and corporate. It may be the only true “general” practice, at least at the large corporate law firm level. As a corporate restructuring attorney, I get exposure to numerous disciplines of the law (both on the litigation side and on the corporate side), including capital markets, M&A, corporate governance, securities, real estate, tax, intellectual property, and employment, to name a few. Moreover, no industry is immune from distress. As a result, corporate restructuring attorneys work in multiple industries including—in recent years—retail, automotive, hospitality, gaming, energy, telecom, and financial services. This breadth and variety of experience is what attracted me to corporate restructuring in the first instance and has kept me in it since.
What is a typical day like and/or what are some common tasks you perform?
One of the appealing benefits of corporate restructuring, at least in my experience, is that there are no “typical” days. One day, I may be reviewing, revising, and negotiating many flavors of corporate documents, including plans of reorganization, asset purchase agreements, financing documents, etc. Another day, I may be reviewing and revising litigation briefs—whether in connection with motion practice, the merits, appeals, or otherwise. A significant portion of my day is spent simply communicating with clients, whether it be in meetings, on conference calls, or through written correspondence. The balance is generally spent reviewing, revising, or drafting documents and briefs, and, when necessary, attending court hearings.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Obviously, basic bankruptcy-related classes are helpful, as are classes that develop advocacy, drafting, and negotiation skills. But, candidly, much of that is learned “on the job.” What I think is very useful is a firm foundation in matters of corporate finance and to some extent, accounting. If one is to restructure a company, it is important to have a thorough understanding of that company’s business—notably, its assets, liabilities, and related cash flows. Being conversant on those matters and the associated accounting terms at the outset of your practice is a clear advantage. Many law schools permit their students to take graduate-level corporate finance, accounting, and related business courses offered by their affiliated business schools. In my experience, those courses are time well spent.
What is the most challenging aspect of practicing in this area?
Achieving consensus. This is an especially challenging task which requires, among other things, a thorough understanding of the facts and the law, credibility, tact, careful navigation and—in large measure—diplomacy. Most large corporate restructurings involve negotiations and/or litigation among numerous parties in interest, including (in no particular order) borrowers, secured lenders, unsecured lenders, senior lenders, subordinated lenders, equity holders, employees, labor unions, management, pension funds, customers, tort creditors, landlords, suppliers, and regulators, as well as federal, state, and local government authorities. Those parties sometimes “wear multiple hats” and almost always have conflicting rights, entitlements—and importantly—opinions, views, strategies, and agendas. Indeed, even similarly situated creditors may have differing views on how best to restructure a company, which creates additional complexity when representing a group of creditors. Before one can even attempt to negotiate a resolution with adversaries, we are often tasked with negotiating and achieving a consensus within our own client group.
What do you like best about your practice area?
The breadth and variety of the practice. My career has been a constant learning experience. Restructuring has exposed me to numerous aspects of the law, as well as multiple industries and companies operating within those industries. Moreover, given this breadth of practice, I often find myself working with other specialists within my firm, including litigators, corporate finance attorneys, real estate attorneys, and tax specialists. That has enabled me to develop internal firm relationships that might otherwise be challenging to develop, particularly at large corporate law firms.
What are some typical tasks that a junior lawyer would perform in this practice area?
Junior corporate restructuring lawyers at Kramer Levin perform a wide array of important tasks. For example, they are critical components of business development. We very much rely on our junior lawyers to perform detailed analyses of distressed companies, including their businesses, operations, assets, liabilities, and the circumstances surrounding the “distress.” That understanding is critical to assessing and developing restructuring options and strategies, which in many instances can be the foundation for the firm’s engagement on a matter. Once engaged, we will rely on our junior associates for legal and factual research to help develop, test, and implement our strategies. Our junior lawyers are frequently called upon to draft corporate documents and court pleadings, and if required, to make court appearances. In many cases, our junior lawyers are expected to communicate directly with our clients on a daily basis. They are often tasked with providing daily updates to clients on case developments and are frequently on the receiving end of client inquiries.
What kinds of experience can summer associates gain in this practice area at your firm?
We put an emphasis on providing our summer associates with opportunities to experience what it is like to practice law as a seasoned restructuring attorney—an experience that is not necessarily obtained through typical research-and-writing assignments that are often handed out to summer associates and junior lawyers. We do that in at least two ways. First, we encourage and promote “shadowing” opportunities pursuant to which summer associates accompany senior lawyers to client meetings, negotiations, and court hearings. Through those “shadowing” experiences, our summer lawyers observe firsthand what corporate restructuring attorneys (including senior attorneys) do on a day-to-day basis. We also offer our summer associates the opportunity to participate in a “bankruptcy simulation” inspired by our actual case experiences. Our summer associates are paired off into teams and assigned to either “represent” the company or its official committee of unsecured creditors. They are presented with a hypothetical dispute and tasked with (a) advising, and taking direction from, their “clients” (played by restructuring partners) and (b) negotiating a potential resolution with an opposing team of their fellow summer associates. Our restructuring associates serve as coaches to assist along the way. We find that this simulation provides summer associates with a unique “hands-on” experience of what it is like to practice as corporate restructuring attorneys.