Richard A. Lapping

Rich's diverse practice focuses chiefly on bankruptcy and insolvency issues, business issues and commercial litigation. He spent four years as a partner with Winston & Strawn LLP and twenty-six years at Thelen LLP, where at different times he was the San Francisco Office Managing Partner, the Recruiting Partner and the Chair of the Bankruptcy Department.

Rich has extensive experience representing companies facing financial distress in and out of court. He represents Chapter 11 trustees, debtors, creditors, and parties to transactions with debtors before, during, and after bankruptcies and in litigation matters. In addition, he advises clients in commercial matters and out-of-court debt restructuring, partnership dissolution, 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.

2015 Year in Review

In 2015, Rich provided diverse restructuring and litigation advice and planning to a fitness company, a specialty medical practice, an international accounting firm, two owners of wineries, the co-owner of an international construction company, a co-owner of a local engineering firm, a multi-employer pension fund; a California charter school, a biotech company and a foreign airline.

Rich aided the largest unsecured creditor, a multi-employer pension fund, in converting an unsecured contingent claim into a secured claim under a confirmed plan of reorganization in the Pacific Steel case. He represented the bankruptcy trustee in the Collazo chapter 7 case, which, after the contested sale of the debtor’s technology company and Atherton mansion, was successfully concluded by the settlement of a bankruptcy avoidance action against a major law firm.

Rich represented the chapter 11 trustee in the Tollenaar Holsteins case involving the sale of two herds of dairy cows in California and Oklahoma, and recovered all of the trustee’s statutory and professional fees from secured creditors in a contested surcharge motion. He represented a biotech company in state court litigation pursuing reformation of a commercial lease provision and settled on favorable terms after successfully defeating the landlord’s anti-SLAPP motion and unlawful detainer action. And he overcame unfavorable facts to recover a substantial disputed real estate commission on the $10 million plus sale of a ranch and operating quarry in central California through mediation.

Clients

Clients in past years have included the multi-employer pension trust in the Pacific Steel Chapter 11, the Plan Proponent in Laboratory Skin Care, Inc., the Chapter 11 Trustee of Carlos Collazo, the owner of a technology services company; the Chapter 11 Trustee in Food Service Management, et al., a franchisee of 70 restaurants in California, the Chapter 11 Trustee in SK Foods, one of the largest tomato processors in the U.S., the debtor in Cupertino Square, a major shopping center in Cupertino, California, the bond guarantor in the bankruptcies of the Cities of Vallejo and Stockton, California, the purchasers of the Dabhol Power Plant in the Enron bankruptcy, Calpine Corporation, and parties to the 3dfx, PG&E, Read-Rite, Encompass Services, WorldCom, Excite@Home, Western Integrated Networks, Sterling Chemicals, Leasing Solutions, and CellNet Chapter 11s.

Activities

Rich is the immediate past President of the Northern California Turnaround Management Association, a member of the Insolvency Law Committee of the Business Law Section of the State Bar of California, and a member of the Bay Area Bankruptcy Forum, the Bankruptcy and Commercial Law Section of the Bar Association of San Francisco; and the American Bankruptcy Institute. He has appeared as a speaker and author for programs of the California Receivers’ Forum, TMA, the State Bar Business Law Section, the SF Bar Association and the California Bankruptcy Forum. Before becoming a lawyer, Rich enjoyed three tours of duty with the United States Army at Fort Ord, California; Eighth Army Headquarters, Yongsan, Republic of Korea; and United States Army Hospital, Bangkok, Thailand, and was awarded the Army Commendation Medal.

Honors and Awards

Rich was named a Super Lawyer in the 2004 through 2015 editions of San Francisco magazine and was Peer Review Rated as AV Preeminent 5.0 out of 5 by Martindale-Hubbell.

Education

University of California – Hastings College of the Law, JD, 1982
University of California – San Diego, BA History, 1979

Bar and Court Admissions

Supreme Court of California

Ninth Circuit Court of Appeals

Northern District of California

Southern District of California

Eastern District of California

Central District of California

District of Colorado

Northern District of Florida

Speaking and Writing

Panelist, How to Build Your Book of Business, Northern California Turnaround Management Association, San Francisco, November 3, 2014

Panelist, Hidden Liens, Tax Lien Traps and Things You Never Knew About the UCC, California State Bar Business Law Webinar, October 7, 2014

Moderator, Cautionary Tales, White Collar Crimes and Ponzi Schemes, Northern California Turnaround Management Association, San Francisco, June 26, 2014

Panelist, Black Swans in Bankruptcy: Foreseeable Issues That Always Surprise, Bar Association of San Francisco, July 9, 2013

Moderator, Municipal Restructuring: Discussion and Dialogue with Key Players, Northern California Turnaround Management Association, San Francisco, June 13, 2013

Panelist and Author, Forum Selection: Substantive Grounds for Choosing Venue Among the Circuits, Bar Association of San Francisco, March 22, 2012

Co-Author, The Right to Bid: The Supreme Court and Options for Creditors in Chapter 11 Cramdown Scenarios, The Recorder, February 27, 2012

Panelist and Author, Trustees, Receivers and Assignees: Fundamentals, Choices and Strategies, California Bankruptcy Forum, Squaw Valley, California, May 20, 2011

Panelist and Author, Receivership or Bankruptcy: Benefits and Detriments, California Receivers Forum, Loyola IV, Los Angeles, January 22, 2011

Co-Author, Municipal Bankruptcy – Coming Soon to a Court Near You, The Bankruptcy Strategist, Vol. 27, No. 10, August 2010

Panelist and Author, What SOS Flag to Fly? Assisting Owners and Buyers on Distressed Business Choices; TMA Western Regional Conference, Carlsbad, July 15, 2010

Panelist, Appraiser/Attorney Interaction in the Bankruptcy Process, 2010 Spring Litigation Conference, Appraisal Institute, Northern California Chapter, Woodside, May 19, 2010

Panelist and Author, Negotiation Strategies for Bankruptcy Lawyers: Best Practices for Negotiating Important Bankruptcy-Related Situations, Exec Sense Webinar, January 7, 2010

Moderator, Expert Advice for Turnaround and Distress Professionals, Northern California Turnaround Management Association, San Jose, May 21, 2009

Panelist, Turnaround Management and Reorganization, Global Distressed Debt West Coast Forum, Los Angeles, April 1, 2008

Panelist and Author, The Bankruptcy Attorney as Advisor, Warrior, and Peacemaker, Bankruptcy Legal Leadership Seminar, Research and Markets, May 5, 2006

Panelist, Bankruptcy Issues in Construction Cases, American Bankruptcy Institute, Rocky Mountain Bankruptcy Conference, Denver, Colorado, October 31, 2003

Panelist, Restarts, Rebounds, and Vulture Ventures, the Silicon Valley Software Development Forum, Palo Alto 2002

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

Panelist and Author, California Foreclosure and Repossession, National Business Institute, San Francisco, 1996

Panelist and Author, How to Protect Secured Interests in Bankruptcy in California, National Business Institute, San Francisco, 1995

Panelist, Bankruptcy and Credit Considerations for LLC's, Sixth Annual Partnership Tax and LLC Institute, Las Vegas & San Francisco, 1994

Country Editor (Australia), ABA National Institute on Multinational Commercial Insolvency, Toronto, 1993

Co-Author, How to Evaluate, Create, Perfect and Enforce Security Interests in Intellectual Property, Journal of Proprietary Rights, April, May, June 1991

Co-Author, Settlement of Complex Litigation: Preserving Confidentiality and Anticipating Bankruptcy, The Corporate Litigator, (ABA 1989)

Author, How to Get Paid When Your General Contractor Goes Bankrupt, Contractor (July 1989);

Speaker, New Division Ten (Article 2A) of the California UCC, Santa Clara County Bar Association, 1990

Author, Anatomy of a Loan Workout and Maximizing Collection Results, Current Legal Issues Facing Financial Institutions (Seminar, 1989).

Reported Cases

In re Tollenaar Holsteins, 2015 Bankr. LEXIS 3446 (Bankr. E.D. Cal. October 5, 2015)

In re Lab. Skin Care, Inc., 2014 Bankr. LEXIS 1306, 2014 WL 1312368 (Bankr. N.D. Cal. Mar. 27, 2014)

Eller v. Collazo (In re Collazo), 2014 Bankr. LEXIS 915, 2014 WL 928991 (Bankr. N.D. Cal. Mar. 10, 2014)

Republic of Ecuador v. Mackay, 742 F.3d 860 (9th Cir. 2014)

In re Republic of Ecuador, 2012 U.S. Dist. LEXIS 17948 (E. D. Cal. Feb. 14, 2012)

In re Application of Republic of Ecuador,2011 U.S. Dist. LEXIS 103360, 2011 WL 4089189 (E.D. Cal. Sept. 12, 2011)

Cal. State Auto. Ass'n Inter-Insurance Bureau v. John Guest USA, Inc., 2010 U.S. Dist. LEXIS 122183 (N.D. Cal. Nov. 3, 2010)

In re Republic of Ecuador, 2010 U.S. Dist. LEXIS 102158, 2010 WL 3702427 (N.D. Cal. Sept. 15, 2010)

SS Farms, LLC v. Sharp (In re SK Foods, L.P.), 2010 U.S. Dist. LEXIS 46920 (E.D. Cal. May 11, 2010)

SS Farms, LLC v. Sharp (In re SK Foods, L.P.),2009 U.S. Dist. LEXIS 119659, 2009 WL 5206639 (E.D. Cal. Dec. 23, 2009)

Gale v. NEC Corp., 2007 U.S. Dist. LEXIS 24859 (N.D. Cal. Mar. 23, 2007)

In re WorldCom, Inc., 304 B.R. 611, 2004 Bankr. LEXIS 122, 42 Bankr. Ct. Dec. 161 (Bankr. S.D.N.Y. 2004)

Maxtor Corp. v. Read-Rite (Thailand) Co., 2003 U.S. Dist. LEXIS 27208, 2003 WL 24902406 (N.D. Cal. Dec. 4, 2003)

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

Pac. Gas & Elec. Co. v. Lynch (In re Pac. Gas & Elec. Co.), 263 B.R. 306, 2001 Bankr. LEXIS 629, Bankr. L. Rep. (CCH) P78,468, 37 Bankr. Ct. Dec. 1067 (Bankr. N.D. Cal. 2001)

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)

Select Experience

Rich has found it challenging to describe the nature of his broad legal practice and depth of experience. The following list of engagements is intended to aid that description.

Bankruptcy – Creditor and Trustee Representation

Representation of Chapter 11 trustee in management and liquidation of dairy farms in California and Oklahoma and in pursuit of successful effort to surcharge collateral of secured lenders.

Representation of multi-employer pension trust as largest creditor in the Pacific Steel case.

Representation of Chapter 11 trustee in the Carlos Collazo case involving sale of debtor’s shares in wholly owned technology corporation, settlement of complex litigation and contested sale of luxury residence in Atherton.

Representation of a municipal bond guarantor in the negotiation and confirmation of full recovery settlement in the City of Vallejo municipal bankruptcy case.

Representation of general contractor in severing and terminating contracts and avoiding exposure arising from subcontractor’s filing for Chapter 11 bankruptcy.

Representation of municipal bond guarantor in obtaining possession and control of municipal parking structures through state law proceedings prior to commencement of City of Stockton municipal bankruptcy; and in connection with state mandated mediation and ultimate bankruptcy filing.

Representation of Chapter 11 trustee in the Food Service Management/Kobra Associates case in Sacramento involving the sale of 70 Jack in the Box franchised restaurants and confirmation of plan with four debtor entities.

Representation of investors and owners of company in bankruptcy of managing member and swim-fin patent assignor after fraud judgment, obtaining judgment of nondischargeability and control of company.

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

Represent Maxtor Corporation in connection with bankruptcy of Read-Rite Corporation and related asset auction, trade secret protection, and action against Thai subsidiary.

Representation of private equity firm as largest creditor and member of creditors’ committee in Denver bankruptcy of Western Integrated Networks (telecommunications).

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

Representation of creditor in resolving 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 private equity firm in connection with division and preservation of technology and other rights under joint venture agreements with CellNet Data Systems, Inc., a chapter 11 debtor, and related transactions and bankruptcy litigation.

Representation of corporate guarantor of headquarters lease in bankruptcy of CyberIQ Systems, Inc.

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

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 majority shareholder as plan proponent in Chapter 11 case of Laboratory Skin Care, Inc. and confirmation of contested plan of reorganization despite appointment of Chapter 11 trustee.

Representation of owners of specialty dermatology and spa clinics in winding up business and preparing for Chapter 7.

Counsel to corporate debtor and special counsel to Chapter 11 trustee in SK Foods case and successful contested sale of assets and operations of one of the largest tomato processors in the U.S.

Representation of affiliated debtors in Cupertino Square Chapter 11 case involving removal of state court receiver and reorganization and sale of shopping center in Northern California.

Representation of private equity firm and corporate sponsor in negotiation of 2005 alternative prepackaged Chapter 11 and bond exchange offering for TermoEmcali energy project in Colombia.

Representation of private equity firm and other ownership interests in the Chapter 11 cases of Offshore Power Production and affiliates (owners of the Enron-sponsored $3 billion Dahbol power plant in Mumbai, India) and sale of assets to government sponsored Indian consortium.

Co-counsel to Silicon Valley Shelving in successful negotiation and sale of subsidiary assets to fund confirmed Chapter 11 Plan of Reorganization.

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

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

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

Representation of investor in Ponzi scheme in connection with claims against third parties and defense of trustee litigation.

Representation of accounting firm in connection with discovery directed to offshore client initiated by bankruptcy trustee.

Representation of record company in successful motion to dismiss adversary proceeding arising from breach of settlement agreement and asset purchase agreement for recording contracts of M.C. Hammer.

Defense of condominium association against trustee claim of violation of automatic stay.

Defense of estate and Chapter 11 trustee in connection with claim litigation by establishing inter-bank transfer and check-kiting scheme as complete defense to alleged advances.

Defense of Korean electronics subsidiary in connection with multi-party litigation commenced by Chapter 11 trustee in 3dfx Interactive, Inc. case, and prosecution of successful motion for summary judgment in lead adversary proceeding that ended dozens of pending cases on same theory.

Defense of Japanese electronics concern in defeating bankruptcy litigation seeking substantive consolidation and alter ego liability for former U.S. subsidiary in CyberIQ case.

Representation of record company in defense and settlement of adversary proceeding alleging breach of record contracts of M.C. Hammer.

Representation of HMO in complex litigation with law firm in California and Maryland involving contested bankruptcy removal, inter-district transfer and withdrawal of reference.

Representation of 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 private equity investment company and affiliates in bankruptcy litigation alleging business tort claims in connection with purchase of mining assets from a debtor-in-possession.

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

Bankruptcy Workouts and Counseling

Counsel to co-owner of international construction company in connection with negotiating guarantee of surety bonds after construction dispute involving US embassy construction in central Asia.

Counsel to medical practice corporation in connection with sale of practice, wind-down of business and termination of office lease.

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

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

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

Retained as expert witness in real estate lending litigation with respect to structured finance entities.

Bankruptcy counsel to private equity fund and subsidiaries in connection with federal tax dispute arising from Chapter 11 plan of company engaged in laying and operating underwater communications cables.

Bankruptcy counsel for owner of parking lots in contested tax dispute with City of San Francisco.

Counsel to home builder and corporate affiliates in connection with unwinding multi-party joint venture investment in South Edge home building project in Las Vegas, Nevada and related negotiations with lender consortium and co-parties.

Counsel to private equity investor in connection with resolving guarantees and termination of $150 million residential real estate development project in Phoenix, Arizona.

Counsel to parent corporation and specialty lending subsidiary of forest products supplier in unwinding series of joint venture lending projects with CalPERS and other financial partners.

Counsel to physician shareholders of Brown & Toland Medical Group in successful opposition to proposed public financing.

Representation of Calpine Corporation in connection with sponsorship and finance of energy projects and negotiation of bankruptcy-related covenants and structured finance opinions.

Counsel to construction companies in bankruptcy of suppliers, including the steel supplier for the Tacoma Narrows bridge.

Counsel to pension fund in connection with distressed investments in residential care facilities.

Counsel to shareholders of television studio in sale of assets through assignment for benefit of creditors.

Counsel to HMO in connection with contract disputes with medical device suppliers, surgeons, insurance companies and lessors.

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

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

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

Representative Commercial and Litigation Matters

Representation of commercial tenant in state court suit to reform lease and successful defeat of anti-SLAPP motion filed by defendant landlord.

Representation of shareholder in contested state court dissolution of wine distribution business.

Representation of guarantor of corporate loan facility in state court litigation.

Representation of Republic of Ecuador in discovery matters pending in California and Colorado federal district courts and Ninth Circuit related to international treaty arbitration in London.

Representation of specialty real estate broker in connection with breached $35 million listing agreement involving mining, quarry and agricultural property.

Defense of property owner in federal Americans with Disabilities Act compliance litigation.

Representation of English company engaged in supplying component parts and assemblies in obtaining dismissals of state and federal litigation cases alleging product liability for lack of personal jurisdiction.

Defense of Japanese electronics concern in successful defense of $2 billion Qui Tam (fraud on the government) claim asserted on behalf of the U.S. by former defense contractor.

Representation of Guernsey trustees of English investor in connection with state court litigation over control of domestic oil development company and follow-on filing of involuntary bankruptcy.

Representation of HMO in resolving contested litigation and appeals with respect to effort by owner of medical office building to evict HMO in favor of potential technology tenants.

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.