Frank Top is a partner in Chapman's Banking and Financial Services Department and the Co-Practice Group Leader of the Bankruptcy and Restructuring Group. Joining Chapman after graduating from law school, he has practiced law since 1988.
Frank has experience working in the area of bankruptcy, creditor rights, restructuring and litigation, and has appeared in cases of national prominence. He has represented indenture trustees, noteholders, and creditor’s committees. These representations include not only federal bankruptcy proceedings, but state insurance insolvency proceedings, FDIC takeovers, and state bank insolvency proceedings, and international insolvency proceedings. Bankruptcy activities have included the defense of avoidance actions, motions for adequate protection, filing and defending proofs of claim, and exercising the right to credit bid. In addition, Frank has been involved in the invocation of remedies under the Uniform Commercial Code and general foreclosure proceedings.
While Frank is a general insolvency practitioner, he has spent significant amounts of time representing investors in the following products in connection with an insolvency proceeding, but as a generally curious person, is equally interested in discussing the unique issues of any potential client.
Credit Derivative Swap and other Swap Transactions in Bankruptcy
Frank has been involved in the review and resolution of hundreds of swap transactions involving insolvent counterparties, including issues relating to valuation of termination payments, the bankruptcy safe harbor of Section 560, and what has been referred to as the “flip clause” relating to the priority of payment of a termination payment vis-à-vis investors in a CDO counterparty Issuer.
Frank has represented creditors and indenture trustees in airline bankruptcies in a variety of transactions. Representative bankruptcies include Trans World Airlines, United Airlines, Northwest Airlines, Delta Airlines and American Airlines. In addition to successfully litigating adequate protection motions to preserve the benefit of the bargain for secured creditors, Frank has also participated in the restructuring of enhanced equipment note transaction structures, pass through trust structures, leveraged leases and various other trusts. In addition he has worked with clients in prosecuting stipulated loss value claims, and participated in the exercise of remedies under indentures with owner trusts.
Frank has extensive experience representing clients in connection with the assessment and prosecution of breach of representation and warranty claims, negotiating amendments to pooling and servicing agreements necessary to maintain the viability of a servicing platform, transferring a servicing platform from a debtor to a third party, litigating avoidance actions to protect the assets of securitization trusts, and analyzing and prosecuting claims for servicing defaults. Frank’s work has included RMBS transactions, CMBS transactions, and more exotic securitizations.
CDOs and Other Exotic Financings in Bankruptcy
Frank has experience reviewing and analyzing many exotic financings to determine the effect of insolvency proceedings on those products. He was exposed to a lot of unique transactions in the Lehman Brothers bankruptcy case.
Representation of Indenture Trustees
Frank has spent a significant part of his career representing indenture trustees both prior to and after the filing of insolvency proceedings. He understands the particular needs of an indenture trustee in default circumstances.
- Co-Author, "The Bankruptcy Safe Harbors Are Not Necessarily Safe for Financial Institution Customers," The Banking Law Journal, April 2021
- Co-Author, "Bankruptcy and Aircraft Finance," Harvard Law School Bankruptcy Roundtable, May 5, 2020
- Co-Author, "Bankruptcy and Aircraft Finance," Chapman and Cutler LLP, April 2020
- Co-Author, "First Circuit Panel Upends Protections Available to Special Revenue Bondholders," Pratt's Journal of Bankruptcy Law, July/August 2019
- Co-Author, "Stipulated Loss Value Provisions Used for Damages Purposes Held to Be Unenforceable as a Penalty by the U.S. Bankruptcy Court for the Southern District of New York," Pratt's Journal of Bankruptcy Law, July/August 2019
- Co-Author, "Appeal of a Municipal Plan of Adjustment Held to Be Equitably Moot by the Ninth Circuit," The Banking Law Journal, July/August 2019
- Co-Author, "Second Time's a Charm: First Circuit Finds That Financing Statement Amendments Saved Defective Collateral Description," The Banking Law Journal, July/August 2019
- Co-Author, "Opportunistic Investors' Drive to Accelerate Termination of a CDO Hits a Dead End," Real Estate Finance Journal, Spring 2019
- Co-Author, "Fifth Circuit Declines to Enforce Make-Whole Provisions in Bankruptcy," Client Alert, March 12, 2019
- Co-Author, "Missed Appointment: First Circuit Finds That Puerto Rico Oversight Board Needs Advice and Consent of the Senate," Client Alert, March 11, 2019
- Co-Author, "Sixth Circuit Weighs in on the Meaning of 'Governmental Unit,'" Pratt's Journal of Bankruptcy Law, January 2019
- Contributor, "Defaulted Securities: The Guide for Trustees and Bondholders," Chapman and Cutler LLP, 2018
- Co-Author, "'Mere Conduit' Defense is Alive and Well in the Eleventh Circuit," Client Alert, December 5, 2018
- Co-Author, "A Lease by Any Other Name Would Not Smell as Sweet: Fifth Circuit Denies 'True Lease' Status to a 'Sale' of Software," Pratt's Journal of Bankruptcy Law, November/December 2018
- Co-Author, "Bankruptcy Desk Reference for Equipment Lenders and Lessors," Chapman and Cutler LLP, October 2018
- Co-Author, "Sixth Circuit Weighs in on the Meaning of 'Governmental Unit,'" Client Alert, October 4, 2018
- Co-Author, "Plan Opponents’ Appeal Goes down the Sewer—the Eleventh Circuit Holds the Ratepayers’ Appeal in Jefferson County Is Equitably Moot," Client Alert, September 14, 2018
- Co-Author, "Puerto Rico Court Recognizes Limit to Bankruptcy Code's Statutory Lien Definition," Westlaw Journal Bankruptcy, October 5, 2017
- Co-Author, "S.D.N.Y. Affirms MPM Silicones' 'Prime Plus' Formula for Cramdown Interest Rates, Likely Harming Creditor Recoveries," Pratt's Journal of Bankruptcy Law, July 2015
- Co-Author, “The ABI Commission on Reform of Chapter 11 Final Report: What Secured Creditors Need to Understand,” Chapman and Cutler LLP, June 2015
- Moderator, "Trends in the Leveraged Loan Sector: The Rise of Chapter 11 Filings in the High Yield and Leveraged Loan Market," ABS East Virtual, December 1-2, 2020
- Panelist, "An Interactive Negotiation of a Distressed Company Restructuring," American Bankruptcy Institute's VALCON 2015, February 25-27, 2015
Ohio State University College of Law, J.D., 1988
- Order of the Coif
Kenyon College, B.S., Chemistry, 1984
U.S. Court of Appeals for the Second Circuit
U.S. Court of Appeals for the Seventh Circuit
U.S. Supreme Court