Kramer Levin's Corporate Restructuring Group recently held a seminar entitled "Section 1145 of the Bankruptcy Code: Will the Securities I Get Under the Plan Be Freely Tradable?" on September 27, 2005 at the Kramer Levin offices.

Issues addressed included:

• who gets freely tradable securities under Section 1145;
• when securities offered pursuant to a plan do not qualify for exemption;
• who may be regarded as a control person, including the so-called 10% test;
• what restrictions on resale are imposed on control persons;
• what is the difference if the company will be
public or private; and
• how to deal with special situations, such as rights offerings
and asset sales under Section 363 of the Code.

The expert panel of speakers included Abbe L. Dienstag and Thomas Moers Mayer .