Ellen A. Friedman

Partner
efriedman@friedmanspring.com

350 Sansome Street Suite 800
San Francisco, CA 94104
T: 415.834.3800
F: 415.834.1044

Website: friedmanspring.com

EDUCATION

  • J.D., Vanderbilt University School of Law, 1985, Order of the Coif
  • A.B., Princeton University, 1982, magna cum laude

PRACTICE AREAS

  • Bankruptcy
  • Commercial Transactions

BIOGRAPHY

Ellen A. Friedman practices in the areas of commercial transactions, bankruptcy and insolvency.

Ellen has extensive experience representing both debtors and creditors. She has also represented many creditors serving on creditors' committees, including committees in the Circuit City, Inacom, Bridgeport Holdings, and Trigem bankruptcies. She has participated in financial restructurings ranging from small companies to large well-established hardware manufacturers and has provided legal advice in connection with the wind down of many companies. Ellen has also represented intellectual property licensees and licensors in bankruptcy cases, including the chapter 11 cases of Eastman Kodak and Technology Properties Limited.  Ellen has represented secured lenders in a variety of bankruptcy cases including real estate and retail.

Ellen has handled a wide range of commercial transactions.  These transactions include venture capital finance, inventory finance, sales of intellectual property, receivables, loans and sales of other financial assets, including securitized or off-balance sheet accounting and other credit enhancement devices.  She also has expertise in guaranty law and has represented several guarantors of real property in restructurings, workouts and civil suits.

Ellen has written extensively on bankruptcy and secured transactions (Article 9 of the Uniform Commercial Code). She is the author of Secured Transactions in California Commercial Practice (CEB 2001) and its yearly updates since 2001; “Security Interests in Trade Secrets,” Trade Secrets (CEB 1998) and its yearly updates; “Intellectual Property Issues in Bankruptcy,” in Technology & Emerging Growth M&As 2002 (PLI) [Reprinted in Internet Law & Business]; and “Acquisitions of Distressed Dot-Coms” (Bank and Corporate Governance Law Reporter, 2001). She is a lecturer for Executive Enterprises, the Practicing Law Institute, Professional Education Systems, Inc., the American Bar Association, Lorman Education Services, ExecSense, the California State Bar, the Commercial Finance Association and the Bar Association of San Francisco.

Ellen has been included in Best Lawyers in America for the 2009-2018 editions in the field of Bankruptcy and Creditor-Debtor Rights Law, and is listed as a Northern California Super Lawyer in Creditor Debtor Rights for 2014-2019.

Ellen has served as Vice Chair, Legislation of the Executive Committee for the State Bar of California's Business Law Section. She was a Co-Chair of the State Bar of California Insolvency Committee. She has served on the State Bar of California Uniform Commercial Code Committee.  She is a member of the Board of Legal Aid at Work and has served on its Executive Committee.

Ellen's legal career began as an associate in the New York and San Francisco offices of Shearman & Sterling LLP.  Ellen was a partner at Murphy Weir & Butler and Murphy, Sheneman, Julian & Rogers in San Francisco. She is a member of the State Bar of California and the State Bar of New York.

REPRESENTATIVE MATTERS

Bankruptcy

  • Represented a private-label credit card provider in many retail bankruptcies throughout the country.

  • Represented creditors as defendants in preference litigation in all types of bankruptcy cases throughout the country.

  • Represented Cody’s Books, Inc., the iconic Berkeley landmark and family-owned book store, in a corporate restructuring and the ultimate sale of the business.

  • Represented several guarantors in connection with the restructuring of over $450 million in securitized loans relating to more than 200 apartment buildings in San Francisco held by more than 30 limited partnerships.  This matter involved senior debt, junior debt, the bankruptcy of certain entities, foreclosures on certain real property, restructuring of debt, as well as litigation in state and federal courts.

  • Represented two related high-tech corporations that manufactured ceramic components for silicon chip manufacturers, solar, automotive, and other industries. The manufacturing process of these components created a byproduct of toxic waste that had been left untreated. The firm obtained approval for an in-court Chapter 11 auction of the assets free of the toxic waste claims.  The firm then negotiated a complex compromise with landlord creditors and state and federal regulatory agencies for the legal disposal of the hazardous materials and incorporated that settlement into a confirmed Chapter 11 plan of reorganization.

  • Represented lenders and borrowers in numerous debt restructurings including a children’s activity book manufacturer and an aircraft carrier operating as a museum in Alameda, California.

  • Represented regional bank and largest secured creditor in bankruptcy of major real estate developer involving more than 200 parcels of real property in Sonoma and Napa counties.

  • Represented several creditors in the Lehman Brothers Chapter 11 case with respect to claims relating to ISDA and SWAP agreements, and assisted clients with the sales of their claims.

  • Represented the Chapter 11 debtor and the Chapter 11 trustee in companion cases involving disputed claims by attorneys for fees.  The firm litigated the validity of a $4.0 million claim of attorney’s lien that resulted in a judgment avoiding the lien and making the funds available to the trustee for the settlement of other claims.

  • Represented the largest unsecured creditor and chaired the creditors committee in a Chapter 11 bankruptcy of a national consumer-electronics retail chain. 

Commercial Transactions

  • Represented online lender in a securitization. This was a complex transaction involving in excess of $300 million in loans. 

  • Represented national bank and created portfolio of forms relevant to a guaranteed loan product.

  • Represented a multinational computer company, for the design and manufacture of personal computers throughout the world.  Drafted and negotiated several global and regional Original Design and Manufacture Agreements that required a detailed level of understanding of the operational and manufacturing process, service and support agreements, and different business models.

  • Represented manufacturing company with a major initiative in China to establish a new entity in a Chinese province. This major undertaking required reviewing, drafting, and negotiating documentation with representatives in the United States and China.

  • Represented online mortgage lender in dissolution and wind down of its operations and negotiation of liquidation with its lender. The matter involved in excess of $300 million.

  • Represented purchasers and sellers of accounts receivable, including global financial services company in numerous receivables purchase programs for facilities aggregating more than $400 million.

  • Represented several small business owners in the sale of their businesses, including negotiation and drafting of documents, and addressing shareholder issues.

  • Represented lenders, as agents, in numerous senior-secured syndicated financing transactions with credit facilities ranging from $5 million to $100 million.  The financings included a combination of term loans and revolving loans as part of front-end transactions and complex restructurings.  The transactions involved a variety of collateral, including basic hard-asset collateral, intellectual property collateral, agricultural collateral and collateral located internationally.  Many of the deal structures required addressing intercreditor and stockholder issues, with deals often including numerous guarantors, domestic and international. 

  • Represented lenders in venture capital financing of start-up entities. In addition to loan documentation, F & S  prepared convertible debt instruments, warrants, and other equity documentation.  Collateral security involved perfection and protection of intellectual property, which was often the sole asset of value.

  • Prepared and negotiated a guaranty and assisted with issues regarding the contract manufacturing agreement.  As part of the same transaction, F&S worked on a $60 million lending arrangement and worked on amendments and the final documentation upon payment in full.  

NOTEWORTHY

  • Northern California Super Lawyer in Creditor Debtor Rights 2014-2019.

  • Spirit of CEB Award for work as a volunteer in the area of Business Law Publications, 2010.

  • AV Preeminent Peer Review Rated by Martindale-Hubbell

  • US News and World Report’s Best Lawyers for San Francisco Bankruptcy and Creditors Rights / Insolvency and Reorganization 2009-2019.

  • Co-author, Blackett, Friedman, Foreclosure Under Revised Division 9, CEB Case n' Point, (December 2002).

  • Co-author, Blackett, Friedman, Transition Rules Under the Revised Division 9 of the UCC, CEB Case n'Point 1, (December 2000).

  • Member, INSOL International

  • Panelist, “Evolving Alternatives to Bankruptcy Cases,” California Bankruptcy Forum, San Diego, 2009.

  • Moderator, Panel Presentation 'Article 9: What's New (Revision Committee) and What's Hot (Remedies), 'American Bar Association, Business Law Section, Spring Meeting, Vancouver, British Columbia, 2009.

  • Speaker, "Administering Corporate Last Rites: Winding Down a Corporation through Voluntary Dissolution," State Bar of California Section Education Institute, San Diego, California, 2008.

  • Speaker, “Dissolution of a Corporation under State Law: Do You Really Need an ABC or Bankruptcy?” The Commercial Law and Bankruptcy Section of The Bar Association of San Francisco, 2007.

  • Presenter, Lorman seminar entitled "Commercial Lending Requirements and Loan Documentation in California,” San Francisco, 2006.  

  • Panelist, "How Are the Court's Doing With Revised Article 9?" Commercial Law and Bankruptcy Section of the Bar Association of San Francisco, 2004.

  • Speaker, “The Best Tips & Techniques for Bankruptcy Lawyers When Advising Clients on Loan Workouts in 2011” ExecSense Webinar.

  • Moderator, 'Selected Topics Under Revised Article 9', California Continuing Education of the Bar, Northern California, 2004. 

  • Presenter, “Remedies under Article 9 of the Uniform Commercial Code,” Asset-Based Distressed Debt: Weathering the Storm Seminar, Commercial Finance Association, 2003.

  • Panelist, "Deals Aren't Over at the Closing: The High-Stakes Game of Managing Ongoing Client Contracts and the Legal Errors That May Result," ABA Business Law Section Spring Meeting, San Francisco, 2015.

  • Author, “Acquisitions of Distressed Dot-Coms” (Bank and Corporate Governance Law Reporter, 2001). 

  • Author, "Subordination Agreements," California Business Law Practitioner (CEB Summer 2013).

  • Member, International Women's Insolvency and Restructuring Confederation

  • Author, “Taking Security Interests in Personal Property” (CEB 1997).

  • Author, “Security Interests in Trade Secrets,” Trade Secrets Practice in California (CEB 1998-2015). 

  • Author, Secured Transactions in California Commercial Practice (CEB 2001-2015).