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tv   Senate Judiciary Committee Hearing on Big Bank Bankruptcies  CSPAN  November 14, 2018 11:35pm-12:46am EST

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watch real america, saturday at 10 pm eastern on american history tv on cspan-3. >> the senate judiciary committee held a hearing on bankruptcies of large banks 10 years after the collapse of lehman brothers, the u.s. investment bank filed the nation's largest ever bankruptcy case in september 2008.
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>> we welcome all of you today to our hearing, we will called the hearing to order to if you will understand why senator cornyn is sitting where i sit because i have to leave at 230.
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-- 2:30 p.m. today's hearing his own bankruptcy reform in the anniversary of the largest bankruptcy of all time lehmans brothers. this hearing was previously set for early october and had to be rescheduled today. 10 years ago, lehman brothers filed for bankruptcy with over 600 billion in debt, by many accounts, the bankruptcy marked the most infamous point of financial crisis, in stark contrast, other large financial institutions, as well as auto manufacturers that were deemed too big to fail and that was a determination made by the government and consequently received billion dollars of bills out at the expense of u.s. taxpayers, including my island. i remained pretty -- critical
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of the government using troubled asset relief programs to pick winners and losers, these actions created substantial uncertainty in our financial market, the market didn't know when or where the federal government would intervene next. according to many reports, the bankruptcy system, wasn't equipped to handle the resolution of large financial institutions like lehman, in fact certain bankruptcy provisions, may have made things worse for the overall economy. the failure of the bankruptcy system has also been cited as a justification for bailouts. in the aftermath of the financial crisis, congress enacted dodd frank. it created an agency driven process, similar to the existing
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bank resolution process. in addition, the dodd frank act called for an examination of how to improve the bankruptcy code to better handle large financial institutions. as a result, experts from financial regulatory, legal and academic communities including those on the panel, sought a solution to better equip our bankruptcy laws to resolve failing institutions. their goal was to encourage greater policing to reduce the likelihood of another financial crisis and eliminate the possibility of using taxpayer dollars to bail out failing institutions. these exhaustive efforts resulted in a proposal to create an entirely new chaper 14 within the bankruptcy code to enhance the prospects of an efficient resolution of a
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financial institution through bankruptcy process. over the past several congresses. the proposal has been incorporated in the bills introduced in both the senate and the house. two senators introduce legislation during the 113th and 114th congress. the house introduced in past similar legislation on a standalone basis three times by unanimous voice vote. i want to thank the witnesses for their efforts on this important topic and i look forward to hearing about how the lehman bankruptcy expose problems within the bankruptcy system and how the chapter fourteen proposal would address those problems. we need, however to ensure a more consistent approach to this process that minimizes the impact of future financial
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crisis and keeps taxpayers off the hook. i now will: the senator . >> thank you chairman and thank you to the panel. thank you for the opportunity to consider this complex and difficult issue together. a decade ago after the worst recession, congress passed groundbreaking wall street reforms to try to prevent another financial crisis and bailout. dodd frank took critical steps to stop abuse and limit reckless risk-taking and avoid future taxpayer bailouts and strengthen our nation's complex financial system. it's critical we were together to secure and build upon these important reforms. i look forward to talking today about proposals to add a new chapter to the bankruptcy code, chapter fourteen, enhanced bankruptcy. and specifically to facilitate a large natural institution to
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go through the bankruptcy process but this is a complicated issue and there's uncertainty whether this could be successful. there are concerns among some quarters that passing enhanced bankruptcy could be the first step toward the repeal of god frank. let me be clear about my views. as a senator from delaware eyewitness at close range, the ways in which our bankruptcy courts can facilitate the rapid and orderly reorganization of a troubled company, very large and complex company so it comes out the other side saving values and jobs for our economy. i feel strongly that repealing god frank would be a dangerous step backward for the safety and soundness of our marketing for our nation's economic security. an important part of any discussion about chapter fourteen should be the interplay between enhanced bankruptcy, regulators and their role in the title to orderly liquidation that god frank selfies -- that dodd
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frank supplies. i appreciate the willingness to consider revisions to previous chapter fourteen bills that have passed the house with broad support, including improvements that would make clear the bill is a complement to dodd frank rather than to replace title ii and tighten liability language and increase involvement. we have an excellent panel with significant expertise and i look forward to the insights you will bear as we finalize any proposal on chapter fourteen for this congress. thank you mister chairman . the first witness -- >> did you want an opening statement? go ahead. >> thank you mister chairman. since i've been involved in this issue for a few years, i wanted to add a few words. i agree with the characterization of the
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senator. we've had different ideas about dodd frank but frankly this is a reform that is limited in scope and one i think is important to restore due process and transparency and some regular order, as opposed to living this issue for the administrative state with a lot of discretion and a few rules to guide his hand. so, i introduce a piece of legislation representing the pared down version designed to build consensus. this is an important policy issue that would enable financial institutions to voluntarily avoid collapse along with said damage to consumers and
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taxpayers, i appreciate your holding this hearing so we can talk about chapter fourteen that we've learned from the experiences of 2008 were not to presume the market will always be as robust as it is today, so we have to prepare for the future, and even as we enjoy these days of prosperity . thank you for holding the hearing and i will pass it back to you. >> the first witnesses don bernstein. he is a partner at davis polk and chairman of the group. he is the former chair of the national bankruptcy conference and served as a commissioner on the american bankruptcy commission and direct of the american college of bankruptcy. mr. bernstein earned his law degree from the university of chicago and a bachelors degree from princeton. mark role is a professor, under
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the title david berg professor of law at harvard law school. he teaches corporate law and corporate bankruptcy and has written extensively on both topics. the professor learned his law degree from harvard and a bachelors degree from columbia. mr. hessler is a partner at the law firm of kirkland and ellis, specializing in bankruptcy and restructuring and also teaches a restructuring class each fall at the university of pennsylvania and cofounded the university of pennsylvania institute for restructuring studies. he earned his law degree and bachelors degree from the university of michigan. we will start with mr. bernstein . >> thank you. >> this is an exceedingly
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important topic and i think, i just want to start out by saying that i was at the set that we can that lehman brothers failed, it was a scary thing and what occurred after that, just got scarier and scarier over the next few days and the ensuing months and we've been recovering since that time, i want to thank the committee for taking up the bill and thinking about these problems because they are important to resolve. i'm going to focus on two things. first the lessons we should've learned from lehman brothers and the implications of the lessons for the chapter fourteen bill. you will recall that the unplanned bankruptcy was preceded by a run on the quiddity of lehman brothers as is typical with financial firms. the run on the quiddity forcing
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them into bankruptcy. >> the abrupt unraveling of lehman forced us to find a
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different way rather than a meltdown liquidation. we have to do it, we have to find a way of doing it without requiring taxpayer funds. so, since the bankruptcy of lehman, the regulators and financial firms and pursuant to dodd frank, the entire financial community has been looking at different ways of solving the problem, the way that people have thought about this is the way we think about a typical chapter 11 case. in chapter 11, while it's relatively slow and laborious, we have private sector creditors and shareholders absorb the losses of the firm that gets reorganized and continues. the structure can be extrapolated to financial institutions they have a unique feature in the business of maturity transformation meaning
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it's very easy for their cash to get depleted. the maturity transformation is a process where they take in deposits from depositors, short- term obligations of the bank and then they turn them into long-term asset like real estate mortgages. you remember the great scene from the movie it's a wonderful life. what happens there is jimmy stewart closes the door and says, your money is in that persons house. the problem is that except for a tiny institution you can't do that with a big financial institution. it happens too quickly and you have to figure out if you're gonna do this approach and make the firm continue with the private sector absorbing the loss and how to do it fast and quick. so, the regulators, under title ii of dodd frank,
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the firms required to do resolution plans under the bankruptcy code under title i of dodd frank, who worked for the last few years to develop a single point of entry approach to resolution. >> the benefit that we have in our structure is the banks have holding companies. holding companies issue equity and depth. if you can take the debt and restructured as equity, you've recapitalize the financial institution and what the chapter fourteen bill does is create a mechanism for doing that by putting the holding company into chapter 11. those debts are suspended as subject to the automatic stay in bankruptcy and the bankruptcy court over a weekend can take stock of the subsidiaries and transfer them to a debt-free
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holding company. by doing that, you effectively recapitalize the firm, you've let the old debt behind m the subsidiaries, the bank, broker, dealer, are then owned by a trust for the benefit of the bankruptcy estate and the trustee monetizes the asset and can return value to the creditors of the holding company. the beauty of this structure is that it honors, specifically the priorities in place, because the creditors of the otter reading company -- of the operating company have the benefit because they do not only have access to the equity. they can wait in line for the value to be realized and unlike lehman brothers where the meltdown liquidation created losses that wouldn't have
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occurred had the company remained a going concern, the creditors at the holding company level can benefit from the incremental value created by not having to liquidate the subsidiaries and not have their derivative contracts closed out on the like. so, everybody benefits here. the operating company creditors, employees, the trade, the counterparties on contracts and depositors, they get paid if this works in the holding company creditors have equity value that they can then realize where the equity value might be destroyed entirely by a meltdown liquidation. i have a few specific comments on other matters but i can defer to the other speakers and in response to questions provide additional information. >> thank you very much >> thank you for the opportunity to talk about bankruptcy for financial
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institutions. i thought i would give global comments and then specifics for the chapter fourteen proposal. this chapter fourteen proposal is a means to turn a very big influence of debt into equity when it's most needed, when the company is in stress and the goal is to turn it into equity over the weekend. it's a useful option to have. it's not a full-scale bankruptcy organization, the kind of mechanism we ultimately deserve in the future, it's an incremental effort of improvement and i want to emphasize that incremental nests -- incrementalist later. the need for this chapter fourteen is implicitly telling us that we probably still don't have enough equity in the financial system. we have a lot more
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equity in the financial system in 2018 and we had in 2008, but the goal here is to turn equity debt of approximately the same size of the equity we have into weekend equity and that is laudable but it's telling us that were still not up the safe level of equity that we deserve. the reason to go forward with this proposal is the sensibility that were not going to get to the level of equity that would really be safest so we've got to do it with the second. >> the second global aspect, we want to be on guard that it creates an atmosphere by which regulation could be cut elsewhere. there's a false belief we have a robust bankruptcy channel as opposed to something useful in
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important circumstances but limited circumstances. we run the risk that regulators or people who talk to regulators say we don't really need this capital requirement or this regulation because we have a bankruptcy system. chapter fourteen previously linked, they become unlinked and that's one of the reasons we should feel comfortable going forward, but if someone concludes that future leakage is high, they should be skeptical about the bill. >> third and last, the reason were in a pickle here is because fundamentally, the new finance of repose and derivatives. they've obtained significant bankruptcy incentives that allow them to run off and potentially kill an institution in ways that other creditors in a bankruptcy proceeding can. in a typical bankruptcy,
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creditors running and bump collateral for repose and derivatives, the rules are turned off and they can run and dump collateral immediately. these are now gigantic markets and they are dealing with these problems created by repose and derivatives by making it more sure that the hot money will be paid in full in the bankruptcy proceeding. if i had -- part of the reform would narrow the protective category. the best narrowing would be in mortgage-backed security. the american housing market but just the facts of life of american finance, suffers from booms and busts, they
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fundamentally turned 30 year mortgages into overnight demand deposits which run when there's a problem. if they're not as favored as other channels, we get more money flowing through safer channels. the bankruptcy code now, three mortgage-backed securities treated with the same level of safety it treats u.s. treasuries. we've paid the price for them being applied to mortgage- backed securities. in 2008 the housing bubble burst , it hit the financial sector like a synonymy and a broad portion of the synonymy was in mortgage-backed securities and it could not have hit so hard if they did not have the broad- based bankruptcy exceptions that they have. this in my view in retrospect was a mistake and it would be good if sometime we get it on the agenda to correct it. >> if i could take another
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minute or two i can focus on the specifics of the bill . take another minute. >> first observation, the bill contemplates a recapitalization over a weekend and if the repo creditors don't run when the bank reopens on monday, it's great work and it's the reason for my support and effort. we have to be realistic. there are multiple reasons putting them into the written testimony. if they run on monday and the bank becomes unstable, there's no obvious mechanism and turn them over for a title to proceeding. the usual thinking is if hank lipsey fails we move it over to title ii. the risk, if we don't think more about this is what has made it difficult task for
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the fdic if they deal with it on friday afternoon, nearly impossible task monday afternoon. in the written testimony i outline some of what we need to start thinking about. there are other reasons why it might fail. >> let me close with one admonition. the bills titled the draft i saw has a title along the lines of a bill to provide for the liquidation, reorganization or recapitalization and i suggest delete liquidation, it's not providing liquidation it's one mechanism, a recapitalization mechanism. and for some institutions we do want to liquidate but for some we want to reorganize, but we should be clear that we are doing one thing that we hope will be useful in a financial crisis. alternatively upgrade the
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statute to match the aspirations of the title. >> thank you, professor.
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title ii . >> under existing law, is it possible for a company to declare bankruptcy under chapter 11 and consumers that interact with the company not notice any difference in the way they are being treated? >> it maintains the ability to continue the business in place, without disruption, correct? >> the most telling example is every major airline has been through bankruptcy and people still get on airplanes and fly. you would think that to the extent there's massive concern about the stability of the business, it's the starkest
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example they do not erode consumer confidence. >> senator whitehouse? >> thank you. first and observation, one of the frustrating things about having to go through the experience of the 2008 mortgage meltdown, was that it was not only foreseeable it was foreseen , the warnings went unheeded and we are now in a situation where other warnings are going unheeded. the bank of england as a financial regulator, and numerous papers are warning of the potential economic catastrophe of the carbon asset bubble collapse and freddie mac and insurance publications are warning of a coastal property value collapse which we may actually be in the early stages of, so we seem to be in the business of ignoring warnings of
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potential economic hazards. i'd like to show that numerous experts are warning of a carbon bubble and a separate crash for coastal real estate to be put into the record. >> no objection. >> my question has to do with deferred compensation. mr. bernstein is one of the countries leading experts on bankruptcy and the questions will be easy. first, deferred compensation is a tactic for highly compensated individuals to reduce tax liability by staging the point at which they are in texas, correct? >> yes, that's one of the purposes of it, yes. >> and it becomes an obligation of the company to pay back those? >> that is correct. >> the amounts and the deferred competition. >> the obligation for the company to pay back those
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highly compensated individuals, the compensation they used for tax advantage is a general unsecured claim of such a company in bankruptcy, is it not? >> that's correct. except to the extent of the limited employee priority. >> correct. >> and the outcome of the unsecured claim at a bankruptcy is virtually less than 100% of payment, correct? >> yes. >> and if it is solvent, it won't be paid in full. >> it might even be zero, it could be zero. i'd like to put into the record an article from the wall street journal dated october 31, 2008. thanks to the executives, the first sentence of which reads financial giants are getting financial cash owes their executives more than $40
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billion for the past year as of the end of 2007 wall street journal an hour to show. and so it looks to me the $40 billion had these institutions going through a proper bankruptcy that would have been treated as general unsecured claims and would have been haircut very, very significantly. now there are a lot of things they could do with $40 billion of tax dollars money around here. i doubt very much if we are making these decisions, it would be bipartisan support for spending $40 billion in taxpayer money to make sure that highly compensated individual who deferred their income for tax purposes get that payback in a bankruptcy. >> i don't think we'd get a single vote on our side of the island. i doubt we'll get any on your side of the island, mr. chairman. >> and so what happened in the tarp is that all of that got paid 100 cents on the dollar of not having to go through any kind of a bankruptcy procedure. i personally would like to see
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that that never happened again. that is one of the reasons i am here today at this hearing. i think there are far better ways to spend $3 billion of the public's money than how the tax deferral schemes. but that is the way it worked out because the pressure of trying to salvage the financial system from a complete collapse was so great that we were able to overlook these priorities that generally are protected in the bankruptcy systems. so i just came to make that point. i hope if we proceed on anything like this, that we will see to it that this sort of in my view disgraceful spending of the taxpayers dollars is not repeated. >> if i might i will ask the panel on the exact point. if chapter 14 is contemplated, what priority would be given to
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senior executive deferred compensation? how would that work o professor? you raised your hand. >> i was raising my hand for a slightly different point, but my sense of these would be general unsecured creditors and they would get whatever general unsecured creditors they would get in the proceedings. and it would have been zero. >> okay. >> and the suggestion that i wanted to put on the table, not so much for this bill, but for general policy purposes, that's in the spirit of your comment. one thing to consider is whether if this goes forward we will have a big slug of debt that will be turned into equity and money lost over this weekend. there might be some very beneficial -- that would be some very beneficial incentives of facts, senior executives at the financial institutions that we're talking about held as part of their compensation, not so much stock in the company, but this debt that would disappear and take a very big
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hit if the institution fails. now managing that, figuring out how to implement that it will be a complicated thing that can't be done here. but the general principle could improve the financial safety of the united states. >> the one in the right direction for executives to be more prudent and not take the kind of wild risks, to protect their companies. >> that's right. to hold the low-level debt that loses significant value when the banks fail to the extent incentives are critical. and integrity and confidence is more important here. but to the extent incentives are a significant part of the story, it would be good to work on the incentives, so they would match the well being of the american economy. >> under existing chapter 11, which would not be disturbed by
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chapter 14 on this point. with regards to compensation for executives. as the initial matter under the most recent significant round of bankruptcy code of envisions, which were in 2005, let's take different pieces of the compensation. it's now effectively impossible to get court approval for it. >> there is a very narrow provision that occurs under chapter 11. executives could never get severance. in terms of bonus, critical pieces that need to be aware of. chapter 11 has a heightened standard for insiders to get bonuses as opposed to non- insiders to get bonuses. and chapter 14 does nothing to impact that. secondly something that gets overlooked, i think, there's no automatic right to compensation for executives post chapter 11 filing. they have to make a motion to get that approved. all creditors will have the ability to object, show up, and
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make their argument. it has to be approved by the court. there is a perception if there are boneless programs in place, the executives will get what they otherwise would have received. that's simply not the case. it absolutely needs to be argued before the court and nothing could be paid under the heightened standard and if they approve that and it does not to disturb that. but the tarp funded them all $100 on the dollar. >> yes, in some of those recipients, that were filed. different circumstances there that didn't have to get bankruptcy court approval. >> and i would add only one thing on this particular bill. the purpose of this bill is the need for them to go into these firms at all, eliminating that at the gate, the possibility that employees will be compensated. but that is the run of the point to accomplish that result. >> two more questions if i may.
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>> in your view with the availability of chapter 14 enhanced bankruptcy, encourage banks to engage in risky activities that they might otherwise? >> in one dimension, yes. in that chapter 14, it does upgrade the pay ability of repose and derivatives in that mechanism requires some findings that these will be paid for sure. other than that, i don't think so. i think this might even go the other way in all other respects. >> the related question, would an increase or decrease the likelihood of publicly funded bailouts in the future to have chapter 14 as a compliment to title ii? >> certainly if it works as planned, if it works the way we hope it will work, it should reduce the need for any public
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funding. it will have enough confidence in it and that they continue to do business with the bank and the bank will see it. no public money goes in. we'll have a different problem. >> and so i think it differs slightly from professor roe on the issue of the incentives. first of all with the private sector absorbing losses, it will engage monetary funding from the firms. so they don't believe they have a public bailout behind them. making sure the banks are engaging in appropriate activity or the bank's cost of funding will go up. so that's one thing. the second thing on the financial contracts, while it appears that there may be a provision in this statute that
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permits the financial contracts to ride through what they would otherwise do is terminate. they would probably be paid almost entirely in full by using collateral and there would be less value for everybody else. so in addition most of those contracts are at the operating level, not at the holding company level. so i don't think as an actual matter they are being advantaged by removing their ability to close out. when this was proposed to the market. the market of the counterparties react very negative -- counter parties reacted very negatively because they thought they were giving up something to the bank. so in fact i think it really doesn't even have a negative impact by improving the position of the financial contract counter parties. >> thank you. >> quickly with regards to providing an incentive risky behavior, absolutely not. i think it's a significant business incentive. in my experience overwhelmingly the most critical factor that determines between a soft landing and a hard landing in a
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chapter 11 filing is time to plan. it's the earlier management that they start working with advisers to prepare for potential chapter 11 filing. ideally corporations inside these major banks, you'd have months on end to do that. engaging in that responsible pre-petition planning, that's encouraged by chapter 14 supplement chapter 11 because it maintains the existing chapter 11 orderly process. i would say title ii while useful is an effective backstop, it comes in and clears out all the directors and officers. so logically if you're the dno of the major bank and it starts to approach in solvency, if the hikely hood is a title ii proceeding, i think you have even more of an incentive to continue to throw hail mary after hail mary and do everything possible regardless of how risky it would be to involve with the solvency proceeding because you're out. you're going to get cleaned out. all your competition is immediately going to get clawed back in which chapter 14
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supplementing 11 if there is a prospect of having a soft landing and a reorganization to maximize the values, i think it will encourage that careful planning. secondly with regards to the perfectly funded bailouts, again, because there are, because there are mechanisms within title ii that allow for discretion that allows for regulators as directed by whatever administration is currently in place to potentially favor whatever types of constituencies they may want to favor. that increases the likelihood that if a funding is needed and the administration in order to take care of the constituencies may turn it back on for public funding even though it is bard right in your own word title ii. chapter 11/chapter 14 has nothing with regards to any specific provision for the government funding. they could ask the federal government to be a lender. the government could simply say no and do that now. but because there is no grants of political discretion inherent in chapter 11, i think
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it is much less likely that the government would be a lender in providing bailout money. >> thank you for your answers and thank you. if i could. >> you have something you wanted to ask me? >> sure. i wanted to add something before we walk away with the sense that chapter 14 really makes sure we've got appropriate respect for priorities and creditor equality. there are some provisions that are in the bill that will change that. for the most part they're positive, but they should put that on the table. so there are exemptions in the bill for transfers in the financial institutions in the three months before bankruptcy, which normally could have been recall first-degree they favor one creditor of the other. and the concept is if the institutions had limited resources, we want the resources to go to the most important places. that will be favoring one critic over the other, probably favoring one creditor over the other, but it is favoring one
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creditor over the other. but there is something at some point we need to focus on in make sure the -- in making sure the bill works. the exemption from recalling the favored payments doesn't require that the payments go to the systemically most important place. if management makes a mistake or have some incentive to take it out of the systemically most important and to put it less important place for whatever reason, it is also protected. and that is probably something we would want to think about because i think the goal is a good one. the implementation needs a little more thinking. >> and just ten seconds if i may. >> and anything to be clear on that is the transfer. it's the post transfer that the company payments would otherwise be protected. the transfer itself is still subject to court approval also. it's a narrow window and to challenge those payments and the force ability of the payments that need to be signed off by the judge.
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>> yes, i think that's not correct and the transfers, they have been done in the 90 days before bankruptcy, which under normal bankruptcy practice could be recalled and they are protected in this bill. and if the transfers are moving from the challenged company that has from its systemically less important places to a more important place, there will be a valuable thing to have. there is a problem if it goes the other way around. >> gentlemen, thank you for your time and expertise for helping us try to figure this out and make an incremental important improvement in this process. we are going to adjourn the hearing in a moment, but we will leave the record open for a week for senators who weren't able to be here today if they have written questions they'd like to submit to you. we will ask them to do that within a week. if you would please respond to those, so we could then close out the record and move this process forward.
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thank you very much. hearing is adjourned.
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in the view of the commission, described fully the circumstances of the assassination of president kennedy. but is there more to this story than the one that was
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discovered? >> this weekend on real america on american history tv. the 1967 special news series, a cbs news inquiry. anchored by walter cronkite investigating unanswered questions into president john f. kennedy's assassination. saturday at 10:00 p.m. eastern. lee harvey oswald and whether he acted alone to assassinate president kennedy. >> it seemed evident we should try to establish the difficulty of that rapid fire performance. hence our next question. how fast could that rifle be fired? watch real america saturday at 10:00 p.m. eastern on american history tv on c-span 3. join us this weekend for live coverage of the miami book fair starting saturday at 10:00 a.m.
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eastern with journalist michael issakoff and david corn discussing their book, "russian roulette." at noon an interview with supreme court justice sonia sotomayor with her book, "turning pages." at 1:00 p.m. eastern, trump 2020 campaign media advisory board member gina louden discusses her book, "mad politics." at 3:45 p.m., jonah goldberg with his book, "suicide of the west." on sunday our live coverage continues at 10:30 a.m. eastern with allen discussing his boo "the case against impeaching trump." and then at 11:15 a.m., guardian columnist alyssa court on the middle class with her book, "squeezed." at 2:55 p.m., fox news politics editor chris discusses his book, "every man a king." at 6:00 p.m. former secretary of state john kerry with his memoir, "every day is extra." watch the miami book fair


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