William O. Douglas,
St. Joe Paper Company v. Atlantic Coast Line Railroad Company Lynch…
“ To say that only 'the debtor' may submit a plan that contains provisions for a merger is to give a whiphand to people who do not even have enough of an interest to vote on a plan. The debtor commonly represents the equity ”
William O. Douglas,
St. Joe Paper Company v. Atlantic Coast Line Railroad Company Lynch…
“ Plans of reorganization may be proposed by the debtor, by the trustees, by 10 percent of any class of creditors or of stockholders 'or with the consent of the Commission by any party in interest.' § 77, sub. d. The proposal of a plan expresses merely the wish. In logic and in history there is no reason why a plan containing a merger may not be proposed by the new management as well as the old, by creditors as well as stockholders. Standing to present a plan has no relevancy to the fairness or feasibility of the plan presented. ”
William O. Douglas,
St. Joe Paper Company v. Atlantic Coast Line Railroad Company Lynch…
“ Could the 'cram down' provision properly be invoked in that case? It is difficult even to imagine a case where it would be proper to do so. The 'cram down' is a harsh remedy, the use of which would require special reasons.But the fact that the occasions for its use should be closely guarded should not mean that it can never be used in connection with a § 77 plan of reorganization involving a merger, unless 'the debtor' (here representing security holders not even entitled to vote on a plan) proposes the merger. ”
