Kim Martin Lewis

Experience

Divesture of Business Units By Chapter 11 Debtor

Represented Chapter 11 debtor in the $25,000,000 sale of numerous non-core businesses in court-approved transaction.

Bankruptcy – Sovereign Immunity

Kim Martin Lewis served as lead counsel for the respondent before the United States Supreme Court in a bankruptcy appeal. Ms. Lewis briefed and argued the case before the Supreme Court, successfully asserting States do not enjoy sovereign immunity against claims asserted by bankruptcy trustees.

Certified Territory Dispute (Electric)

We represented a large aluminum smelter before the Public Utilities Commission of Ohio in a territorial dispute with a large, multi-state electric utility and a small electric cooperative, both located in Ohio. Our client had previously been removed from the certified service area of a large, multi-state electric utility and into that of a smaller electric cooperative that would permit the client to purchase its electricity on the open market. When market conditions made the open-market purchase of electricity infeasible, we represented the client in a successful effort – spanning political and union lines – to rejoin the service territory of the large utility. As a result of these efforts, the client was able to resume its operations.

Liquidating Trustee of Chapter 11 Debtor v. Former Officers and Directors of Chapter 11 Debtor

The liquidating trustee representing unsecured creditors of a Chapter 11 debtor sued former officers and directors for various transactions related to the corporation's retirement benefits plans. The plaintiff alleged that under applicable law the obligations of the defendants switched from being owed to the corporation to the corporation's creditors once the corporation entered a "zone of insolvency," and that the defendants had violated fiduciary duties owed to the unsecured creditors. He also alleged that the defendants' actions created a "deepening insolvency" for the corporation, thereby giving rise to a claim for that tort.

The court rejected decisions applying these rules and held that the zone of insolvency, fiduciary duty to creditors', and deepening insolvency theories espoused by plaintiff did not state cognizable claims under Ohio law.

Further proceedings are scheduled following the court's dismissal of the above claims.

Obtained dismissal of a case involving dispute over coverage obligations

Our client, a large corporation, and its subsidiaries filed petitions for relief under Chapter 11 of the Bankruptcy Code. The Bankruptcy Court accepted our client’s Joint Plan of Reorganization, and pursuant to the Plan, a recovery trust was created. Certain claims and causes of action were transferred to the trust, and the trustee was given the authority to investigate and, if appropriate, assert through litigation some or all of the trust claims. Our client emerged from the bankruptcy as a reorganized entity on the effective date of the Plan. The plaintiff, an insurance company, then brought action against certain officers and directors of our client, seeking a declaration that it has no coverage obligations under two officer and director liability insurance policies issues to the our client with respect to the claims assigned to the trustee. We moved for dismissal of the action and it was granted.

Sale of Companies through Chapter 11 Plan of Reorganization

We acted as lead counsel for the Wornick Companies ("the Companies") in the sale of the Companies to bondholders who held 85% of the publicly-traded debt securities of the Companies through a Chapter 11 Plan of Reorganization.  The value of the transaction was $85MM. Our firm also acted as lead counsel for the debtor in the Chapter 11 bankruptcy proceeding in the Western Division of the Southern District of Ohio. The Company is a leading supplier of Meals Ready to Eat (MRE) to the armed services.

Sale of Company in Connection with Chapter 11 Restructuring

We represented Milacron Inc. as lead counsel in the sale of the company and its numerous international subsidiaries (“Milacron”) to bondholders who held over 90% of the publicly-traded debt securities of Milacron through a Section 363 asset sale in connection with Milacron’s Chapter 11 restructuring. The transaction value was approximately $175MM. Our firm also represented Milacron as lead counsel in the Chapter 11 bankruptcy proceeding in the Western Division of the Southern District of Ohio. Milacron is a major solutions provider to the plastics-processing industries and a leading supplier of premium fluids to the metalworking industries.