Cornelia Groefsema Kennedy

“ The Teamsters Committee may choose to reject the plan not because the plan is less than optimal to it as a creditor, but because the Teamsters Committee has a noncreditor interest -- e.g., rejection will benefit its members in the ongoing employment relationship. Although the Teamsters Committee certainly is not intimately connected with the debtor, to allow the Committee to vote with the other impaired creditors would be to allow it to prevent a court from considering confirmation of a plan that a significant group of creditors with similar interests have accepted. ”

“ We agree with the Teamsters Committee that there must be some limit on a debtor's power to classify creditors in such a manner. The potential for abuse would be significant otherwise. Unless there is some requirement of keeping similar claims together, nothing would stand in the way of a debtor seeking out a few impaired creditors (or even one such creditor) who will vote for the plan and placing them in their own class. ”

“ The Second Circuit affirmed the lower court's denial of [p587] confirmation, because it concluded that a lower court lacks the power to do what the plan required it to do -- restrain suits against shareholders. The court also noted, "In such circumstances, it may be doubtful whether [the shareholders/creditors] should be permitted to vote in the same class with other creditors not so intimately connected with the enterprise." ”