Thelen LLP

Mr. Lapping's practice has focused on the full spectrum of problems associated with businesses facing financial distress. He has represented debtors, creditors and parties to transactions with debtors, before, during and after bankruptcies, and in litigation matters. Recent representations include creditors or other parties in interest in the 3dfx, Enron, PG&E, Read-Rite, Encompass Services, WorldCom, Excite@Home, Western Integrated Networks, Sterling Chemicals, Leasing Solutions, and CellNet bankruptcies. Mr. Lapping has advised businesses in connection with debt restructuring, securitization, trust formation, acquisitions, and divestitures in connection with financially distressed assets, and has advised corporations, limited liability companies and partnerships on creditors' rights, governance and control issues.

Mr. Lapping was named a Super Lawyer in the August 2004, 2005, 2006, 2007, and 2008 issues of San Francisco magazine. He also been named one of the "Top Lawyers in the Bay Area" by Bay Area Lawyer Magazine (March 2006).

Bankruptcy - Creditor Representation
Representation of offshore investor trust in contested involuntary bankruptcy proceedings against domestic oil development ventures.

Represent aircraft lease owner participant in enforcement of contested claims under Tax Indemnity Agreement against Atlas Air, Inc.

Represent Maxtor Corporation in connection with Read-Rite Corporation bankruptcy, asset auction and trade secret protection.

Representation of secured tax lien claimant in Chapter 11 of ATG, Inc., a nuclear waste processor at Hanford, Washington and Oak Ridge, Tennessee.

Representation of Calpine Corporation and affiliates in full recovery of claims exceeding $500 million PG&E Bankruptcy case.

Representation of largest creditor and member of creditors' committee in Denver bankruptcy of Western Integrated Networks (telecommunications).

Representation of creditor in contested $100 million claim in Excite@Home bankruptcy.

Representation of Fortune 100 company and other parties in interest in Enron Bankruptcy, including advice regarding asset purchases and sales and energy project restructuring.

Representation of publicly-held Real Estate Investment Trust in connection with WorldCom and other nationwide tenant bankruptcies.

Representation of diversified financial services company in bankruptcy of Leasing Solutions, Inc., the borrower/seller in structured financing of equipment lease receivables.

Representation of guarantor in bankruptcy of CyberIQ Systems, Inc.

Representation of major computer supplier/financer and major insurance company with significant bond position in achieving full recoveries in Orange County bankruptcy.

Representation of mining company in pursuing foreclosure and disposition of escrowed cash and over 1.3 million pounds of uranium concentrates in Oren Benton bankruptcy.

Representation of committee of contractor creditors in full preservation of mechanics lien rights under plan of reorganization adverse to bond holders and consortium of domestic and foreign banks in Fillmore Center bankruptcy.

Representation of foreign and domestic equipment lessors and secured lenders in manufacturing and multi-outlet retail bankruptcies.

Representation of chemical company in obtaining full recovery of environmental contribution obligation from debtor in bankruptcy.

Bankruptcy - Debtor Representation
Representation of Cupertino Square, LLC and Vallco International Shopping Center, LLC in Chapter 11 case of 52 acre shopping center with $140 million in secured and unsecured debt.

Co-counsel for Chapter 11 debtor in possession, a middle market technology company, including advising board and CEO, spin-off of incompatible division, and successful confirmation of plan of reorganization. 

Member of Thelen team retained as Special Labor Counsel for Aloha Air Lines in its successful Chapter 11 plan confirmation.

Represent ownership of project entities in consolidated Chapter 11 cases and offshore provisional liquidations pursuing international restructuring and arbitration claims.

Representation of debtor-in-possession in Chapter 11 bankruptcy of independent television station and successful resolution of disabling shareholder litigation.

Representation of French bankruptcy receiver of international apparel distributor in ancillary proceeding under Section 304 of the Bankruptcy Code.

Representation of four investment partnerships in confirmation of coordinated plans in Chapter 11 bankruptcy after construction of automated port facility in Houston.

Representation of water utility as debtor in possession in confirmation of Chapter 11 bankruptcy plan.

Representation of real estate development companies in confirmation of Chapter 11 rollup of multi-tiered publicly traded limited partnerships.

Representation of manufacturing company regarding bankruptcy strategies to address and manage multiple environmental liabilities. 

Bankruptcy Litigation
Obtained summary judgment for Hynix Semiconductor in test case for post-merger fraudulent transfer claim in 3dfx bankruptcy that led to dismissal or settlement of 40 adversary proceedings.

Representation of Japanese corporation as creditor in obtaining summary judgment (sustained on appeal) to defeat $1 billion federal qui tam claim against former subsidiary.

Extensive experience in defense and resolution of preference, fraudulent transfer and other avoidance litigation and claims.

Representation of EMI Music North America in litigation for collection of mechanical and artist royalties and related copyright infringement counterclaims for indemnity against a bankruptcy trustee as the successor to recording artist [MC Hammer].

Representation of HMO in complex litigation involving contested bankruptcy removal, inter-district transfer and withdrawal of reference.

Representation of Asian technology company in defense of fraudulent transfer claims related to acquisition of patents and rights in patent litigation.

Representation in California of major East Coast law firm in defense of fraudulent transfer claims arising out of leveraged acquisition of an entertainment company.

Defense of investment holding company and affiliates in bankruptcy litigation alleging business tort claims in connection with client's purchase of mining assets from a debtor-in-possession. Dismissal by summary judgment upheld on appeal.

Representation of diversified manufacturer in acquisition of insurance policy rights of a bankrupt asbestos manufacturer and subsequent negotiation and realization of insurance proceeds five times greater than booked value of policy limits.

Representation of electronics company in defeat of bankruptcy litigation attempting to frustrate client's prosecution of RICO and Lanham Act litigation against related entity.

Representation of bank in fraudulent transfer litigation arising out of alleged leveraged buyout of produce distributor and settlement of actions to avoid liens under PACA.

Insolvency Counseling and Distressed Transactions
Representation of private equity fund in connection with restructuring debt and equity investments related to over 100 residential real estate developments in California and Arizona.

Representation of a major home building company in restructuring a joint venture for a 1900-acre partially constructed residential real estate development near Las Vegas, Nevada.

Provide extensive liquidation and distressed credit counseling to companies, investors, and directors in diverse businesses including real estate manufacturing, construction, technology, telecommunications, biotech, and internet services.

Representation of distressed companies in sales of assets through assignments for the benefit of creditors and other nonbankruptcy orderly liquidations.

Counsel on bankruptcy, restructuring, and securitization issues related to diverse transactions in energy, real estate, intellectual property, manufacturing and services.

Representation of ultimate U.S. equity ownership in TermoEmcali U.S.-Colombian pre-packaged Chapter 11 bond restructuring.

Representation of distressed specialty physician independent practice association (IPA) in connection with insolvency planning and restructuring.

Bankruptcy counsel to purchaser of chain of retail facilities with alleged environmental and ESOP liabilities.

Representation of physician shareholders of financially troubled IPA and affiliated management services organization (MSO).

Representation of corporate managed health care organization with respect to bankruptcy aspects of alternative funding mechanisms for self-insurance trust.

Representation of institutional investor in bankrupt cogeneration project regarding standby letter of credit issues.

Representation of multi-specialty medical group in dissolution of general partnerships and disposition of medical clinic, real estate, pension plan, employment and other litigation.

Representation of banks and foreign investors in foreclosure and workout of financing of limited partnership and other interests in residential real estate developments.

Bankruptcy - Acquisitions
Representation of Bechtel Enterprises in the acquisition with GE of certain interests in the $3 billion Dabhol, India power project from Enron Corp.

Representation of acquiror of non-U.S. technology rights and non-U.S. subsidiaries from debtor in CellNet bankruptcy (Delaware). 

Insolvency counsel to Advanced Energy, Inc. in its acquisition of assets of Symphony Systems, Inc. from a statutory assignee for the benefit of creditors.

Representation of Kaiser Foundation Health Plan, Inc. in acquisition of intellectual property platform and other assets from debtor in Webvan bankruptcy (Delaware).

Representation of independent power producer in acquisitions of co-generation assets from debtors in bankruptcy cases.

Representation of diversified agricultural company in acquisition of pecan ranch and processing plant from debtor in bankruptcy.

Commercial Litigation
Defense of $25 million alter ego claim against Japanese corporation in federal district court case arising from bankruptcy of former U.S. subsidiary.

Representation of Maxtor Corporation in federal court litigation against Thailand entity contesting validity of forum selection and other agreements.

Representation of express mail carrier in the successful recovery by ex parte writ of possession of two jumbo jets from insolvent aircraft repair company.

Lead negotiator for major corporation in mediation and successful settlement of protracted, multi-phased insurance coverage litigation after eight years of litigation and multiple failed settlement attempts.

Representation of asbestos defendant in allocation of insurance coverage assets and negotiation of 140 percent of expected coverage in multi-million dollar settlement.

Representation of computer manufacturer in Federal court action against vendor and principals for collection of notes and guaranties.

Representation of financing subsidiary of European automaker to obtain writs and "full cooperation" orders that resulted in orderly recovery and sale of all assets of a franchisee.

Representation of manufacturer in recovery of machinery obtained under false pretenses resulting in successful Federal criminal prosecution and full recovery of all equipment.

Representation of biomedical company in acquisition of defaulted real estate loans and litigation in bankruptcy and state trial and appellate court over alleged violations of California's one-action rule, enabling timely land acquisition for biomedical projects.

Representation of corporate subsidiary of Federally recognized Indian tribe before Department of Interior in connection with land acquisitions and Federal gaming law.

Representation of insurance holding company in partial liquidation of investment portfolio, loan foreclosures, and litigations with co-investors and Lloyd's of London syndicate.

Representation of venture capital investment companies in defense at trial and on appeal of claims of improper dilution and breach of fiduciary duty by controlling shareholders.

Reported Cases
In re WorldCom, Inc., 304 B.R. 611 (Bankr. S.D.N.Y. 2004).

In re CellNet Data Systems, Inc., 327 F.3d 242, 66 U.S.P.Q.2d (BNA) 1667 (3rd Cir. 2003).

American Home Assurance Co. v. Societe Commerciale Toutelectric, 104 Cal.App.4th 406; 128 Cal.Rptr.2d 430 (2002).

IBM Credit Corporation v. Definitive Computer Services, Inc.,  1996 U.S. Dist. LEXIS 2385 (N.D. Cal.1996).

DeBruyn Produce Company v. Richmond Produce Co., Inc. (In re Richmond Produce Co., Inc.), 112. B.R. 364 (Bankr. N.D. Cal.1990).

Central Bank v. Kaiperm Santa Clara Federal Credit Union, 191 Cal.App.3d 186, 236 Cal.Rptr. 262, 3 U.C.C.Rep.Serv.2d (Callaghan) 1003 (Cal. Ct. App. 1987).

Juras v. Aman Collection Service, Inc., 829 F.2d 739, 4 U.C.C.Rep.Serv.2d (Callaghan) 1027 (9th Cir. 1987).

The Carnation Company v. Lampi (In re Kristal), 758 F.2d 454 (9th Cir. 1985).

University of California, Hastings College of the Law (J.D., 1982)

University of California, San Diego (B.A., 1979)

California, 1982

U.S. Bankruptcy Courts of California
U.S. Court of Appeals, Ninth Circuit
U.S. District Courts of California
pro hac vice in U.S. District Courts for the Districts of Arizona, Colorado, and Delaware; Southern District of New York; Northern District of Illinois; and Eastern District of Texas

Bar Association of San Francisco (Bankruptcy & Commercial Law Section)

American Bar Association

Business Law Section, Business Bankruptcy Committee, International Bankruptcy Subcommittee

Litigation Section, Bankruptcy & Insolvency Litigation, Commercial & Banking Litigation Committees

Olympic Club

Member, UC Hastings 1066 Foundation Board of Trustees

St. Ignatius College Prep - Major Gifts Committee

Planning Association of the Richmond

Faculty, American Bankruptcy Institute, Rocky Mountain Bankruptcy Conference, Bankruptcy Issues in Construction Cases (Denver, 2003)

Panelist, Restarts, Rebounds and Vulture Ventures (Silicon Valley Software Development Forum, 2002)

Panelist, The Recorder Roundtable on Bankruptcy Issues (San Francisco, 2001)