An ABI Committee Newsletter
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| Vol 21, Num 2 | July, 2026
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by Joanna Diane Caytas, Porter Hedges LLP, Houston
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Camisha L. Simmons, Simmons Legal PLLC, Dallas
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With a reconstituted leadership team, the Commercial and Regulatory Law Committee has continued to be hard at work, preparing thought-provoking articles and organizing educational programming via webinars and in-person conferences. Here are some highlights of our committee’s recent events.
ABI Webinar Series
On April 30, 2026, the Commercial and Regulatory Law Committee hosted a webinar titled, “Structure and Implications of Liability Management Exercises.” Our panel addressed the various complex structures that a borrower can implement to generate more liquidity, extend debt maturities and/or obtain covenant relief pursuant to a liability management exercise. The panelists had an excellent discussion surrounding the market implications of such transactions and how parties, specifically sponsors, borrowers and lenders, have reacted (both
adversely and cooperatively) to different LMEs.
The speakers for this panel were Jordan Sazant of Proskauer Rose LLP, Mike Pera of Davis Polk & Wardwell LLP and Kyle Arendsen of Squire Patton Boggs (US) LLP.
Educational Session at ABI’s Annual Spring Meeting
The Commercial and Regulatory Law Committee hosted a well-attended panel on April 24, 2026, at ABI’s Annual Spring Meeting titled, “From Red Flags to Regulatory Action: Fraud Detection and Enforcement.” The panel reviewed recent fraud trends in bankruptcy cases; addressed reg flags, investigative and litigation tools used by fiduciaries and the regulatory triggers that lead to enforcement actions by regulators; and explained how fraud recoveries are being pursued and treated by fiduciaries, regulators and the courts. The panelists
included Alexander Canale of Alvarez and Marsal, Louis T. DeLucia of Ice Miller LLP, Mark Iammartino of Development Specialists, Inc. and Andrew R. Vara of the U.S. Department of Justice, Office of the U.S. Trustee.
Upcoming Educational Session at ABI’s Winter Leadership Conference
The committee is in the process of organizing a panel in conjunction with the Legislation Committee on venue-selection at the Winter Leadership Conference, being held Dec. 3-5 in Palm Desert, Calif. Stay tuned for more updates!
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by Anish K. Bachu, CPA, Province LLC, Miami
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Net operating loss carryovers, or NOLs, are often one of the most valuable tax assets in a debtor’s possession upon filing a voluntary chapter 11 petition. NOLs can reduce future taxable income, thus increasing the value of the reorganized company. But preserving NOLs is often much harder than it first appears.
Section 382 of the Internal Revenue Code limits a corporation’s ability to utilize NOLs after an ownership change.Section 382(l)(5) offers a possible exception for debtors in bankruptcy to utilize all of their NOLs, but this exception is narrower than many practitioners assume and often difficult to satisfy in practice.
Debtors commonly seek NOL preservation orders early in their cases. Those orders can help protect the possibility of preserving tax attributes while the case is pending, but if such relief is granted by the bankruptcy court, there
is no guarantee that the debtor will qualify for § 382(l)(5). That question is answered later, once the plan is confirmed and the post-confirmation ownership structure becomes effective. If the requirements of § 382(l)(5) are not met, the debtor falls under § 382(l)(6), which does not eliminate the limitation on NOL usage, but instead calculates it based on the value of the reorganized company, often allowing greater use of NOLs over time. Understanding whether a chapter 11 debtor with NOLs will utilize § 382(l)(5) (to preserve all of its NOLs) or § 382(l)(6) (to preserve only a portion of its NOLs) can be a significant issue that all parties-in-interest should consider prior to plan confirmation.
Read Full Article Online →
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