Jason M. Torf is a seasoned business bankruptcy lawyer with a national practice and broad experience representing various constituents in the bankruptcy process. He focuses his practice on bankruptcy and creditors' rights matters with an emphasis on bankruptcy litigation. His experience includes the representation of trade creditors, landlords, utility companies and other unsecured creditors in all aspects of chapter 11 and chapter 7 proceedings, as well as prepetition secured lenders, debtor-in-possession lenders and agents, creditors' committees, debtors, chapter 11 trustees, chapter 7 trustees, bondholders and indenture trustees, bond insurers, forward contract merchants, intellectual property and trademark licensees, and asset purchasers in § 363 sales.

Mr. Torf is experienced in all aspects of the bankruptcy process. For unsecured creditors, he routinely handles proofs of claim, including claims trading and defending and litigating claim objections, § 503(b)(9) claims, PACA claims, reclamation, contract and lease assumption and rejection, rejection claims, and plan and disclosure statement objections. Mr. Torf takes a particular interest in working with clients to help them become more proactive creditors as a planning technique in order to reduce exposure and risk in the event of a customer bankruptcy.

In addition, Mr. Torf:

• Regularly defends preference and fraudulent transfer actions.



• Represents utility companies, pipelines and forward contract merchants in objecting to utility adequate assurance motions and procedures, and in negotiating and documenting adequate assurance stipulations.



• Handles issues involving the safe harbor provisions of the Bankruptcy Code.



• Represents prepetition secured lenders and agents in asserting their claims and secured status.



• Represents debtor-in-possession lenders, including the negotiation and documentation of cash collateral and DIP financing orders.



• Represents debtors, including advising on pre-bankruptcy planning, preparing "first day" motions and handling § 363 auctions and sales.



• Represents purchasers of assets in all aspects of § 363 sale transactions.

Mr. Torf is also regularly involved in litigation in bankruptcy courts. Highlights of his bankruptcy litigation experience include disputes regarding property of the estate, contract and lease rejection claims, equitable subordination, director and officer liability, and discharge and dischargeability issues. He also:

• Deals with bankruptcy alternatives, including assignments for the benefit of creditors, receiverships, composition arrangements, mortgage foreclosures and secured creditor foreclosures under the Uniform Commercial Code (UCC).



• Analyzes and addresses issues under Article 9 of the UCC, including perfection and enforcement of secured creditor rights and remedies.



• Analyzes and enforces rights and remedies of sellers of goods under Article 2 of the UCC.



• Handles commercial litigation in bankruptcy, federal and state courts involving claims such as breach of contract, breach of guaranty, fraud, piercing the corporate veil, breach of fiduciary duty and fraudulent conveyance.



• Handles arbitration involving post-closing disputes.

Experience

Highlights of Mr. Torf’s specific experience include:

• Obtaining a favorable opinion from the U.S. Court of Appeals for the Seventh Circuit on behalf of CenterPoint Properties Trust, a major commercial and industrial real estate investment trust (REIT) in the Midwest that established new law entitling a landlord to payment of a full month's rent after the mid-month rejection by a debtor-tenant of its lease where rent was due in full on the first of the month. Ha-Lo Industries, Inc. v. CenterPoint Properties Trust, 342 F.3d 794 (7th Cir. 2003).



• Representing a parts manufacturer for the commercial electric vehicle market as plaintiff in an anticipatory breach of contract case, obtaining summary judgment as to liability, defeating a cross-motion for summary judgment, and obtaining a complete jury verdict in the full amount of damages sought. Arens Controls Company, L.L.C. v. Enova Systems, Inc., No. 08 C 6994 (N.D. Ill., Norgle, J.).



• Representing a professional athlete in the WorldCom bankruptcy in litigation involving our client’s claim that arose from the debtor's rejection of an endorsement agreement, resulting in a favorable settlement shortly before trial. In re WorldCom, Inc., No. 02-13533 (AJG) (Bankr. S.D.N.Y.).



• Representing an owner/developer of wireless telecommunications towers in obtaining the assignment of director and officer liability claims from the trustee in the chapter 7 bankruptcy of a tower lessee, prosecuting a lawsuit against the debtor's principal for fraudulent transfer, fraud, breach of fiduciary duty and piercing the corporate veil, among other counts, to a favorable settlement, and obtaining summary affirmance in the appeal by the debtor’s principal of the order authorizing the trustee to assign the D&O claims. In re Telecom Relay Services, Inc., No. 05 B 29983 (Bankr. N.D. Ill., Black, J.); Anderson v. Midwest Tower Partners, LLC, No. 07-cv-1076 (N.D. Ill., Shadur, J.).



• Representing a leading foodservice distributor as the secured creditor of a salad bar and grocery chain, employing a strategy of negotiating with the debtor and its principal, as guarantor of the debtor owed to our client, and working strategically with the creditors' committee to create value, utilizing litigation to create leverage which ultimately resulted in the negotiated sale of our client's claim for significant value, and substantially more than would have been realized in the case after it later converted to Chapter 7. In re Fresh Choice, LLC, No. 12-46157 (Bankr. N.D. Cal., Efremsky, J.).

Publications

"Perfecting Article 9 Security Interests under Illinois Law," Chapter 2 in Secured Transactions, Illinois Institute for Continuing Legal Education (periodic updates 2001-2012)

"Contractual Rights (Code §§ 555-557, 559-562)," Chapter 75 in Norton Bankruptcy Law and Practice 3d, Thomson/West (2008, updated 2012)

"Strategies and Tactics for Creditors' Committees," Chapter 15, Bankruptcy Litigation 2d  (co-author), Thomson/West (2007)

"Illinois Secured Transactions under Revised Article 9 of the Uniform Commercial Code, Forms and Practice Manual," Data Trace (2002, supplemented annually)

"Bankruptcy Basics for E-Businesses," Start Magazine (March 2002)

"Proposed Changes to the Rights of Foreign Representatives Under the U.S.
Bankruptcy Laws,"American Bar Association Section of Business Law, Committee on Business Bankruptcy Program: "International Creditors' Rights Issues Including Cross Border Insolvencies, Comity, UNCITRAL Model Law and Challenges Facing Creditors in the Next Millennium," American Bar Association Annual Meeting, London (2000)

Speeches and Presentations

Upcoming: The Proactive Creditor: Practical Steps to Maximize Recovery from Customers in Bankruptcy – 503(b)(9), Reclamation and Initiating an Involuntary Bankruptcy, NACM's Credit Congress & Exposition, Las Vegas, Nev. (May 20, 2013)

Upcoming: Presentation to the National Summer Credit Conference, Toy Industry Association, Inc., Chicago, Ill. (July 16, 2013)

"The Proactive Creditor: Practical Steps to Maximize Recovery from Customers in Bankruptcy," NACM South Central, Louisville, Ky. (April 10, 2013)

"Uniform Commercial Code and Other Remedies," NCME of Kentuckiana & CFDD Joint Meeting, Louisville, Ky. (April 9, 2013)

"Utility Collection Issues in Receivership," (panelist) 19th Annual Utility Bankruptcy Conference, Ft. Lauderdale, Fla. (October 2012)

"The Proactive Creditor: Remedies for Sellers of Goods Under the Uniform Commercial Code and the Role of Creditors’ Committees in Bankruptcy," Toy Industry Association's Summer Credit Conference (July 16, 2012)

The Proactive Creditor Webinar Series (co-creator) (August 2010 – July 2011)

• "The Proactive Creditor: Practical Steps to Maximize Recovery from Customers in Bankruptcy," (panelist) Schiff Hardin LLP (August 2010)



• "The Proactive Creditor: 503(b)(9), Reclamation and Similar Remedies," (panelist) Schiff Hardin LLP (September 2010)



• "The Proactive Creditor: Proofs of Claim and Claims Trading,” (panelist) Schiff Hardin LLP (November 2010)



• "The Proactive Creditor: Executory Contracts and Unexpired Leases," (panelist) Schiff Hardin LLP (December 2010)



• "The Proactive Creditor: The Automatic Stay," (panelist) Schiff Hardin LLP (January 2011)



• "The Proactive Creditor: Plans and Disclosure Statements," (panelist) Schiff Hardin LLP (April 2011)



• "The Proactive Creditor: Uniform Commercial Code and Other Remedies," (panelist) Schiff Hardin LLP (June 2011)

"The Facts on FACTA: The Fair and Accurate Credit Transactions Act," Toy Industry Association National Summer Credit Conference, Chicago, Ill. (July 2010)

"Pipeline 201," (panelist) International Energy Credit Association Spring Education Conference, Ponte Vedra Beach, Fla. (March 2010)

"Secured Transactions: Documentation & Enforcement under Article 9 (Perfection)," (panelist) Illinois Institute for Continuing Legal Education, Springfield, Ill. and Chicago, Ill. (January 2008)

"Norton Bankruptcy Litigation Seminar: Open Forum on Chapter 11 Issues," (panelist) Norton Institutes, Las Vegas, Nev. (April 2007)

"Using the Debtors Funds to Indemnify Directors and Officers, and the Cases For and Against Derivative Standing," National Conference of Bankruptcy Judges and the American Bar Association Business Bankruptcy Committee, Disposition of Property Subcommittee (October 2002)

Mr. Torf also provides various in-house presentations on substantive legal issues to clients and potential clients.

Awards and Honors

Illinois Rising Star — Bankruptcy & Creditor/Debtor Rights, Illinois Super Lawyers