James Gadsden, Partner - Carter Ledyard & Milburn LLP Attorney

Practice Areas

Insolvency and Creditors' Rights, Banking Institutions, Institutional Lenders, and Corporate Borrowers, Commercial Lending, Maritime, Corporate Trust

Practice Description

Corporate and litigation practice including structured finance, restructurings and bankruptcy matters

Education

B.A., 1971 University of Rochester, with distinction in Political Science
J.D., 1974 Columbia Law School (James Kent Scholar; Harlan Fiske Stone Scholar)

Admissions

1975 New York
1975 U.S. Court of Appeals, Second Circuit
1975 U.S. District Courts, Southern and Eastern Districts of New York
1999 U.S. Court of Appeals, Third Circuit
2001 U.S. District Court, Northern District of New York

Affiliations

The Association of the Bar of the City of New York (Bankruptcy and Corporate Reorganization Committee; Structured Finance Committee)
American Bar Association (Committee on Continuing Legal Education; Section of Business Law: former Chair, Committee on Trust Indentures and Indenture Trustees)
American Bankers Association (Corporate Trust Associate)
American Bankruptcy Institute
Maritime Law Association
Fellow, American Bar Foundation
International Bar Association, (Section of Insolvency, Restructuring and Creditors’ Rights)

Publications Available on this website...

"Current Issues of Interest to Indenture Trustees," October 12, 2007; "Indenture Trustee failed to persuade the Bankruptcy and District Courts that it made a “substantial contribution” justifying recovery of its fees and expenses as an administrative expense under Bankruptcy Code § 303(b)," July 23, 2007; "Delaware Supreme Court’s Decision in Gheewalla Returns Clarity and Consistency to Creditors’ Rights," Business Reorganization Committee ABI Committee News, July 2007; "Both Senior and Subordinated Notes Bear A Burden Of Proofs In Establishing The Application of The Subordination Provisions of The Indentures To Post-Petition Interest," May 29, 2007; "Securitization Trustee Is Unsuccessful in Obtaining Dismissal of Claims Asserted Against It in Litigation Arising out of Sub-Prime Mortgage Lender’s Bankruptcy," May 29, 2007; "Release of Security Pursuant to The Terms Of The Equal and Ratable Clause of The Indenture Shortly Prior to Bankruptcy Filing Does Not Violate The Covenant of Good Faith and Fair Dealing," May 29, 2007; "Indenture Trustee Can Settle Dispute over The Allowed Amount Of The Cvlaim on The Bonds Without The Consent of All Bondholders," May 29, 2007; "Issuer Fails To Recover From Indenture Trustee Funds Withheld From an Interest Payment to Fund Litigation against The Company," May 29, 2007; "Required Disclosure by Claim Traders Participating in a Bankruptcy Case," Client Advisory, March 2007; "Enron and the Subordination of Stock Options and Other Claims under §510(b) of the Code," American Bankruptcy Institute Journal, February 2007; "Enforcement of Directors' Fiduciary Duties in the Vicinity of Insolvency," American Bankruptcy Institute Journal, February 2005; "Reorganization of Shipping Companies Under U.S. Bankruptcy Law," IIR Shipping Finance Conference, London, October 13, 2000

Additional Publications

"Model Negotiated Covenants and Related Definitions," The Business Lawyer, August 2006; "All or Substantially All Assets," 85 The Journal of Bankruptcy Law and Practice, December 2004; "The Right Kind of Bankruptcy," Shipping Economist, January 2001; "Revised Model Simplified Indenture," 55 The Business Lawyer 1115 (2000); "How an Expansive Interpretation of §262(f)(5) Is Helping Debtors Sell Assets Free of Liens," Leader's Bankruptcy Strategist, January 2000 (co-authored), "Limiting Time to Assume Commercial Leases: What About Kleinsleep," Leader's Bankruptcy Strategist, June 1999 (co-authored); "What the Credit Analyst Should Know About Securitization," Business Credit, March 1998; "Revised Article 8 of the Uniform Commercial Code: Investment Securities," 115 The Banking Law Journal 346 (1998) (co-authored); "Recovery of Attorneys Fees as an Unsecured Claim," 114 The Banking Law Journal 594 (1997) (co-authored); "Trust Indenture Act Under Attack," 113 The Banking Law Journal 967 (1996); "Liabilities of Creditors' Committees and their Members," 101 The Commercial Law Journal 13 (1996); "Recharacterization of Industrial Development Bond Real Property Leases in Bankruptcy Cases," 113 The Banking Law Journal 466 (1996); "The Bankruptcy Reform Act of 1994," Bankers Magazine, July/August 1995; "The Bankruptcy Reform Act of 1994," 112 The Banking Law Journal 212 (1995); "Under What Circumstances Can a Foreclosure Sale be Set Aside Under New York Law," 65 New York State Bar Journal, No. 4, p. 43, May/June 1993 (co-authored); "Rights of Indemnification and Contribution Among Persons Liable for Fraudulent Conveyances," 23 Seton Hall Law Review 1600 (1993) (co-authored)

Illustrative Matters

Client	Description
American Bar Association	Amicus Curiae in Southern Pacific Funding Corporation litigation.
The Bank of New York	Indenture trustee in the Calpine, Wickes, Safety-Kleen, Owens Corning, G-I Holdings, and Kaiser Group bankruptcy cases and escrow agent in Cellnet bankruptcy case Tender option bond transactions.
Cisco Systems, Inc.	Lessor in Rhythm NetConnections, Global Crossing, WorldCom/MCI and Genuity bankruptcy cases.
Creditors' Committee of Cybergenics Corporation	Litigation counsel for the Creditors’ Committee asserting fraudulent claims.
GE SeaCo SRL	$300 million shipping container securitization.
JP Morgan Chase Bank	Indenture trustee for defaulted industrial revenue bond issues.
Loral Space and Communications Ltd	Special counsel to the Board of Directors of Loral Orion, Inc.
State Street Bank and Trust Company	Indenture trustee in the Cambridge Industries and Dyersburg bankruptcy cases.
Bankers Trust Company	Indenture trustee in Almacs bankruptcy case.
United States Trust Company of New York	Indenture trustee in Winstar, AmeriServe, and Republic Technologies bankruptcy cases; origination of synthetic CLO and municipal security derivative transaction.
U.S. Bank, N.A.	Tender option bond transactions.
Avnet Inc.	$450 million trade receivables securitization.
Orient-Express Hotels Ltd.	Single asset mortgage backed securitization.
Sea Containers Ltd.	Special counsel in Chapter 11 case. $350 million shipping container securitization; joint venture with Genstar Container Corporation.
Recoton Corporation	Mediator of adversary proceedings.
PSINet Consulting Solution	Plan oversight committee.