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Allen J. Underwood II is a seasoned corporate, commercial and bankruptcy attorney who serves as outside general and special counsel to public and private manufacturing, trading, lending and service providers. His corporate and commercial career has as its foundation many years of intensive representations of creditors, debtors, committees and trustees in federal bankruptcy and state law debtor/creditor matters.

Allen understands that representing a distressed entity in workout, forbearance, reorganization (either inside or outside of bankruptcy), wind-down or liquidation requires certain confidence, experience and mettle. These same characteristics are required when representing companies in strategic growth phases, commercial negotiations and, where unavoidable, civil litigation. Allen’s extensive experience counseling clients at their best of times and their worst of times enables him to provide fast and efficient advice on the executive level.


FOR CLIENTS

Allen is chair of the firm’s Corporate, Commercial and Bankruptcy Department. This practice, by definition, encompasses diverse areas of state and federal law, something he emphasizes when describing his work with clients:

“I have never believed that corporate and commercial litigation, transactions or, for that matter, bankruptcy matters exist in an intellectual vacuum. I truly love to know and understand my client’s businesses. Knowing what they do and how they do it points me toward potential problems and helps us map a path toward greater success for the client.” Allen adds, “I have always felt that, as a corporate or commercial attorney, the best advice for a successful transaction is borne from previous hard-fought experience in negotiating or litigating similar commercial matters.”

In the Chancery and Law Divisions, Allen has represented corporate and individual plaintiffs and defendants in breach of contract, common-law fraud and breach of fiduciary duty matters, employment cases, and all manner of commercial actions. In the bankruptcy courts, Allen has represented a multitude of corporate bankruptcy creditors on administrative, secured, priority and unsecured claims, with many of these matters involving complex issues of securitization, priority, setoff, recoupment, reclamation and possession of collateral. These matters frequently involve related issues (difficult in their own right) of purportedly preferential or fraudulent transfers, demands for turnover, alleged unauthorized pre- or post-petition transfers, assumption and rejection, and the like. Issues of guaranty and indemnity, whether as to principals, corporations, or construction and insurance entities, have likewise proliferated in recent years. Allen has also represented creditors in numerous healthcare-related bankruptcies, including in most of the major hospital bankruptcies filed in New Jersey over many years.

In bankruptcy and insolvency matters, Allen’s ethos for creditors is to minimize costs while maximizing leverage and recovery. The ability to achieve this, time and again, is the product of efficiency, hard work and experience. That same ethos characterizes his efforts in commercial and transactional matters.

Notable bankruptcy matters over the years include:

• Representation of personal injury and wrongful death plaintiffs as creditors in multiple Delaware nursing home and healthcare-related bankruptcies.

• Representation of insurance entities in numerous New Jersey bankruptcies on every aspect of coverage, from pre-filing negotiations to cash collateral and budget treatment, claims filing, plan confirmation, assumption and rejection, claims objections, and defense of avoidance actions.

• Representation of commercial lenders in New York and New Jersey bankruptcies on secured claims.

• Representation of a New Jersey city as creditor of a major real estate development in Chapter 11, and a complex settlement enabling resolution of takings claims, debtor refinance and project completion, maintenance and beneficial modification of the redevelopment plan, a confirmed Chapter 11, and ultimately a successful project that amplified revenue and regenerated a blighted area.

• Representation of a manufacturer of factory equipment in Delaware bankruptcies on reclamation, administrative and unsecured claims related to immediate pre-bankruptcy factory renovations, and product and work supplied thereto.


Notable corporate representations include:

• Reorganization of a deadlocked non-profit and conversion of same to a for-profit entity, with continuing corporate general representation.

• Corporate reorganization of all U.S. subsidiaries of a major manufacturer, streamlining corporate structure and operations, reducing overall costs, and deriving operation and tax benefit thereby, with continuing corporate general representation on all matters.

• Negotiations with the Pension Benefit Guaranty Corporation, resulting in a successful resolution regarding legacy subsidiary plan underfunding due in large part to market fluctuations.

• Internal reorganization of a deadlocked business closely held by multiple generations of multiple families, streamlining of operations, and continuing corporate general representation on all matters.

Notable litigations include:

• Summary judgment for a plaintiff pension fund on dispositive motion as to multiple conveyances under the Uniform Fraudulent Transfers Act.

• Settlement and payment following litigation to judgment on equipment shipped to Iraq but not paid for in full.

• Settlement of trust and estate litigation in the Chancery Division alleging fraud and defalcation in fiduciary capacities by trustee and executor.

Notable discrete commercial transactions include:

• Negotiation and documentation of oil- and gas-related manufacturing supply and service contracts involving the supply of equipment and coordinated projects to public companies and state-owned entities in the state of Texas and in Brazil, Mexico, Romania, Tajikistan and many places in between.

• Negotiation and documentation of supply contracts for equipment manufactured for U.S. government and military use.

• Routine negotiation and documentation of agreements for the supply of curated data and information from licensed sources.


FOR THE PROFESSION

Allen speaks frequently on bankruptcy and commercial matters at private client seminars, and at events sponsored by the New Jersey State Bar Association/New Jersey Institute for Continuing Legal Education (NJICLE), the American Bankruptcy Institute, and other industry organizations. In 2014, Allen received from Martindale-Hubbell® Peer Review Ratings™ a Peer Review Rating of AV® Preeminent™ in Bankruptcy, Insolvency and Creditor’s Rights. This is the highest rating obtainable. In 2011, he was named to the New Jersey Law Journal’s top “40 Under 40” List. He has never refused a call from his peers and friends regarding any legal issue — no matter how arcane.

Allen is a member of the American Bankruptcy Institute, the Turnaround Management Association, The Association of Commercial Finance Attorneys, Garden State Credit Associates, and the New Jersey Bar Association, among other organizations, and he remains an associate member of the Bergen County Bar Association.
 

FOR THE COMMUNITY

Allen has been an active supporter of numerous local non-profits over the years and has been involved at different levels, from trustee to maintenance, in supporting local museums, learn-to-sail programs, scouting and other community initiatives. Always interested in local politics, Allen has supported many a candidate, from town counsel to governor and beyond. From poll watcher to advisor, Allen considers the integrity of the American political process to be a core duty of every citizen, and in particular every member of the bar.

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Allen J. Underwood was quoted in Law360's article titled, "Canadian Creditors Seek Direct Appeal of Purdue Ch. 11 Plan".  To read this article, click here.

On Thursday, July 22nd, from 12:00-2:00 pm, Allen J. Underwood II, Corporate, Commercial and Bankruptcy department chair at Lite, DePalma, Greenberg & Afanador LLC, will be participating on a stellar panel including Jeff Bernstein & Nicole Leonard of McElroy, Deutsch, Mulvaney & Carpenter LLP and Nancy Iasaacson of Greenbaum, Rowe, Smith & Davis, LLP to discuss:

What Non-Bankruptcy Attorneys Need to Know to Protect Landlord and Business Clients

“Many attorneys represent individuals and small to larger businesses as vendors, or as owners of commercial space, or both. Until 2020, many may not have recently had to deal with the fallout that occurs when a client’s tenants or customers file for bankruptcy. Whether you practice bankruptcy law only occasionally, or not at all; whether you are a solo or small firm lawyer; a practitioner at a midsize or larger firm that does not have a bankruptcy department; an in-house or outside general counsel; or whether you have one commercial client, or fifty, this seminar is for you!

This program is intended to give a solid foundation in spotting important issues that often crop up very quickly, and to help you become familiar with the bankruptcy process. You will gain the knowledge to stay apprised of each step of the proceedings so that you can successfully navigate through your client’s case and thoroughly understand the impact of the proceedings on your client’s legal position and bottom line.

The seminar comes with a valuable materials book that is packed with practical information to help you navigate bankruptcy proceedings.”

Topics include:

General Overview of Bankruptcy Concepts:

  • The Automatic Stay
  • Executory Contracts
  • Differences between Chapter 11 and Chapter 7
  • 363 Sales
  • Avoidance Actions (e.g. preferences, fraudulent transfers)

Protecting a Landlord in a Tenant Bankruptcy:

  • Assumption and/or assumption and assignment of the lease
  • Objection to assumption / assignment of the lease
  • Determination of and objections to “cure” amounts
  • Rejection of the lease and filing a rejection damages claim
  • Claims for administrative rent (rent accruing post-bankruptcy)

Protecting a Vendor in a Customer Bankruptcy:

  • Must a vendor ship post-petition, and under what terms?
  • Documenting a vendor’s claims, rights and defenses
  • Attaining “critical vendor” status
  • Reclamation demands and 503(b)(9) claims
  • Assumption /assignment of contracts
  • Determination of and objections to “cure” amounts

Protecting a Landlord or Vendor in Preference and Fraudulent Transfer Lawsuits:

  • Overview of avoidance action complaints and procedures
  • What are preferences and constructive fraudulent transfers?
  • Preferences defenses
  • Protecting Fraudulent transfer defenses

¹The Super Lawyers List is issued by Thompson Reuters.  A description of the selection methodology can be found at www.superlawyers.com/about/selection_process_detail.html.  No aspect of this advertisement has been approved by the Supreme Court of New Jersey.

*No aspect of this advertisement has been approved by the Supreme Court of New Jersey. See Award Methodology.