Dennis O’Dea
Practice Profile
REPRESENTATIVE BANKRUPTCY REORGANIZATION ENGAGEMENTS
Chief Counsel to the Committee Chair:
National Airlines
Western Pacific Airlines
Baldwin United
Source One Spares
Metal Wood
Crown Stoves
Chief Counsel to the Committee:
Texaco Equity Committee
United Press International Creditors Committee
Alpha Tube Creditors Committee (Acme Steel)
White Farm Creditors Committee (White Motors)
George Worthington Creditors Committee
Chief Counsel to Committee Members:
United Airlines
American Trans Air
Atlas Air
Kitty Hawk
Counsel To the Debtor:
Schwinn Bicycle Company
Roberts & Porter
Marson Fastener Corporation
Counsel To the Board:
Convenient Food Mart
Special Engagements:
Examiner, In re Jartran
CFTC Receiver Heritage Receivership
Counsel To DIP Lender:
Cannondale Bicycle Company,
In re Indesco
BANKRUPTCY AND BUSINESS LITIGATION
Mr. O’Dea represented creditors bound by executory contracts who have pursued adequate assurance of
performance, stay relief, and assumption motions in bankruptcy cases throughout the country. The
unique burdens on creditors bound by significant executory contracts in long running bankruptcy cases
continues to generate litigation and intense negotiations in the early stages of complex bankruptcy cases.
The innovative use of the assertion Section 1110 rights by trade creditors in airline bankruptcy cases has
provided significant benefits to clients bound by long term relationships.
Dennis O’Dea has defended lawsuits seeking to compel performance of executory contracts pending
assumption in the Western Pacific Airlines, Kiwi Airlines, National Airlines and other cases. Executory
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contract parties often fail in securing relief pending the confirmation of a reorganization plan and risk
unexpected rejection threats. In the US Airways case, Dennis O’Dea prosecuted a motion for order
directing US Airways to decide to assume or reject a contract the case was tried to a successful judgment
after trial and compelled US Airways to identify his client’s contract as being assumed well ahead of
other contracts in the case.
In the United Airlines case, Dennis O’Dea proposed the prosecution and use of a novel antitrust claim
that the creditors committee adopted and persuaded United Airlines to pursue in resisting oppressive
behavior by certain creditors groups. United Airlines succeeded in securing an injunction in the face of
asserted rights to recover property under the special Section 1110 powers granted by the Bankruptcy
Code. Though successful before the lower court, the injunction was dissolved by the court of appeals
and the case became moot with agreement on the reorganization plan.
In his business litigation practice he has tried lender liability, defamation and commercial real estate
cases to verdict. In non-jury cases, he has tried commercial contract disputes, business torts, trade secret,
and other business disputes. In those matters that were resolved without trial, he represented an insurer
seeking rescission of a D&O policy issued to AM International, real estate developers asserting Civil
Rights claims, parties asserting fraud claims under the securities laws; and many commercial disputes
that were set for trial before bankruptcy courts on their merits as adversary proceedings or contested
matters.
INTERNATIONAL BANKRUPTCY AND REORGANIZATION
Mr. O’Dea has responded for creditors in Section 304 Ancillary Proceedings commenced by foreign
representatives in courts throughout the United States. He has supervised and directed foreign counsel
in proceedings in other jurisdictions including Germany, Canada, Hong Kong, and Australia.
In the Schwinn Bicycle Company case, he negotiated the sale of Schwinn’s ownership of the largest
bicycle company in Hungary to a Russian purchaser and advised the company in the treatment of its one
third ownership of the China Bicycle Company and other foreign subsidiary issues. As counsel to the
United Press International Committee, he acted for the committee in overseeing the sale of the company
to the Mid-East Broadcasting company.
Mr. O’Dea has advised clients in protecting intellectual property and demanding assurance of
performance of contracts in the Fairchild Dornier proceedings in Germany; preserving and recovering
assets in the Ansett Airlines case in Australia; the Royal Aviation and Jetsco cases in Canada.
As chief counsel to the Creditors Committee of Rimsat, the operator of satellites providing television
telecommunication services to the Philippines and other Pacific nations, Mr. O’Dea represented the
committee in a turnover action brought by the debtor and the committee in the US Bankruptcy Court
against the Russian Space Agency for its seizure of orbiting satellites and secured a rare contempt order
against the Russian Space Agency for violating the automatic stay when it seized control of the debtor’s
orbiting satellites.
COMMERCIAL FINANCE PRACTICE
COMMERCIAL LENDING
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Mr. O’Dea’s commercial finance practice has included negotiating secured lending transactions on
behalf of lenders and borrowers. His engagements have included real estate finance, traditional tangible
asset-based lending, and secured lending in which asset coverage was provided by more complex forms
of collateral. His work for borrowers has involved renegotiating multi-year credit agreements as well as
initial financings.
BONDHOLDER REPRESENTATION
Bondholders with interests in public debt issues by distressed companies have engaged Mr. O’Dea to
advise them in their efforts to enforce their rights. In the NRG bankruptcy case, Mr. O’Dea represented
holders of secured bonds in contested matter litigation to preserve their priority and payment premiums.
He has advised holders in non-bankruptcy and out of court negotiations in their efforts to preserve
payment premiums and priority interests. On behalf of borrowers, he has negotiated compliance issue
with bond covenants, renegotiation of terms and refinancing. He has also represented bondholders in
out of court negotiations with issuers over covenant compliance, conversion values and redemption
premiums.
CORPORATE COMPLIANCE
As chief counsel to the official Texaco Shareholders Committee Dennis O’Dea negotiated the first
agreement with a fortune 100 company to submit the continuation of its poison pill and certain
shareholder governance provisions to a shareholder vote. Mr. O’Dea negotiated the voluntary
elimination of the poison pill provision and the terms under which it could be readopted by Texaco. Mr.
O’Dea has advised shareholders who question management decisions, transactions that may be unfair to
shareholders and inadequacies in disclosure.
PUBLICATIONS AND PROGRAMS
Bankruptcy Litigation. The Trustee’s Many Claims. Seminar Materials on Bankruptcy Litigation;
Continuing Education Program. Heller Ehrman. Fall 2004
Bankruptcy In The Aviation Industry. National Associations of Credit Managers. Aviation Trade
Group. Spring 2004.
Bankruptcy In The Aviation Industry. National Associations of Credit Managers. Aviation Trade
Group. Spring 2003
Annual Financing, Negotiating & Documenting Aircraft Finance Transactions October 2002. Storm
Clouds Ahead! Workout Issues and Considerations. Panel Presentation and Discussion of current
insolvency risks facing the aerospace industry
Annual Financing, Negotiating & Documenting Aircraft Finance Transactions
October 2001. Storm Clouds Ahead! Workout Issues and Considerations. Panel Presentation and
Discussion of current insolvency risks facing the aerospace industry
The Dangers of Fishing in Troubled Waters, Mergers & Acquisitions (Part I March 1995, Part II
April 1995).
Bank Workouts, The Dupage County Bar Association Brief (Part I March 1994, Part II April 1994).
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Co-author, The New Corporate Finance of Insolvency; Leverage, Workouts, Bankruptcy: How to
Capitalize on Business and Investment Opportunities in a Troubled Economy, Rutgers University
Graduate School of Management, 1991.
Co-author, Issues in Partnership Bankruptcy, Practicing Law Institute, Advanced Bankruptcy
Workshop, 1989.
LBO’s and the Risk of Fraudulent Conveyance, National Law Journal, November 3, 1986.
Legal Issues in Workouts, Seminar Materials, 1982.
Overview of the History of the Bankruptcy Law in the United States, Chapter 1, U.S. Trustee
Training Program, (N.D. Illinois), May 1981.
The Lawyer-Client Relationship Reconsidered: Methods for Avoiding Conflicts of Interest, Liability,
and Disqualification, The George Washington University Law Review, 1980.
PERSONAL HISTORY
Education
Law School
University of Michigan
J.D., Magna Cum Laude, 1972
Order of the Coif
Assoc. Ed., Michigan Law Review
College
University of Notre Dame
B.A. Government, 1968
Bar Admissions
Massachusetts
District of Columbia
Illinois
New York
Numerous Federal Courts
1972
1981
1981
1995
Practice
1972 – 1974
Associate
Goodwin Procter & Hoar, Boston
1974 – 1977
Associate
Fine & Ambrogne, Boston
1977 – 1978
Associate Professor of Law
Syracuse University College of Law
Uniform Commercial Code,
Unfair Trade Practices, Civil Procedure
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1978 – 1980
Visiting Associate Professor of Law
George Washington University National Law Center
Civil Procedure, Bankruptcy, Uniform Commercial Code, Torts
1978 – 1980; 1986-1990
Adjunct Professor
IIT Chicago Kent College of Law
Bankruptcy, Insolvency of Financial Institutions
1980 – October 1997
Partner
Keck, Mahin & Cate, Chicago and New York
1997 – July 2003
Partner
Wolf Block Schorr & Solis-Cohen, LLP
New York
(Of Counsel to pre-merger firm, Lowenthal,
Landau, Fisher & Bring, October 1997- February 1998)
July 2003 – April 2005
Shareholder
Heller Ehrman White & McAuliffe
New York
April 2005 – December 2005
Member
Helms Mulliss & Wicker, PLLC
Charlotte, NC
January 2006 to Present
Dennis O’Dea New York
Suffern, NY
Personal Data
Married. Mary Gail Frawley-O’Dea, Ph.D., Psychologist
Six children: Igor 30, Emily 29, Dennis 25, Daniel 22, Mollie 8, Sally 4
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