Friedman & Springwater LLP

Ellen A. Friedman

Partner

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

Ellen has extensive experience representing both debtors and creditors. She has represented creditors in bankruptcy cases all over the United States, including serving on unsecured creditors’ committees.  Ellen has represented secured lenders in a variety of workouts and bankruptcy cases, including real estate and retail. She has participated in financial restructurings ranging from small companies to large companies 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.

Ellen has handled a wide range of commercial transactions.  These transactions include asset based financing, venture capital 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; co-author of “Liquidation of the Privately-Held Company,” in Start ups & Emerging Companies and its updates since 2019; co-author of “Borrower’s Perspective in Commercial Loan Transactions;” “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 featured speaker and lecturer on bankruptcy, distressed businesses, secured transactions, and creditor/debtor rights.

Ellen has been included in Best Lawyers in America for the 2009-2021 editions in the field of Bankruptcy and Creditor Debtor Rights/Insolvency and Reorganization Law, and is listed as a Northern California Super Lawyer in Creditor Debtor Rights for 2014-2021. Ellen was named in Lawdragon’s inaugural list of 500 Leading U.S. Bankruptcy & Restructuring Lawyers. Ellen was voted Best Lawyer’s 2021 “Lawyer of the Year” for Bankruptcy and Creditor Debtor Rights/Insolvency and Reorganization Law – San Francisco.

Ellen has served as Vice Chair (Legislation) of the Executive Committee for the California Lawyer’s Association’s Business Law Section. She was a Co-Chair of the California Lawyer’s Association Insolvency Committee. She has served on the California Lawyer’s Association Commercial Transactions Committee (formerly UCC Committee). Ellen is the Chair of the Board of Legal Aid at Work (LAAW) and has served on its Board and Executive Committee for many years.

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.

  • US News and World Report’s Lawyer of the Year for San Francisco Bankruptcy and Creditors Rights / Insolvency and Reorganization Law in 2020-2021.
  • US News and World Report’s Best Lawyers for San Francisco Bankruptcy and Creditors Rights/Insolvency and Reorganization 2009-2021.
  • Northern California Super Lawyer in Creditor Debtor Rights 2014-2021.
  • IR Global exclusive Insolvency Member in California.
  • AV Preeminent Peer Review Rated by Martindale-Hubbell
  • Member, International Women’s Insolvency and Restructuring Confederation
  • Spirit of CEB Award from Continuing Education of the Bar (CEB) for work as a volunteer in the area of Business Law Publications, 2010.
  • Author, Secured Transactions in California Commercial Practice (CEB 2001-2021).
  • Author, “Security Interests in Trade Secrets,” Trade Secrets Practice in California (CEB 1998-2021).
  • Co-author of “Liquidation of the Privately-Held Company,” in Start ups & Emerging Companies and its updates since 2019.
  • Author, “Subordination Agreements,” California Business Law Practitioner (CEB Summer 2013)
  • Author, “Acquisitions of Distressed Dot-Coms” (Bank and Corporate Governance Law Reporter, 2001).
  • 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).
  • Author, “Taking Security Interests in Personal Property” (CEB 1997).
  • Panelist, “Basics of Bankruptcy Law for the Rest of Us,” Conference of California Public Utility Council, San Francisco, 2019.
  • Speaker, “Secured Transactions 101.” CEB, 2017.
  • 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.
  • Speaker, “The Best Tips & Techniques for Bankruptcy Lawyers When Advising Clients on Loan Workouts in 2011” ExecSense Webinar.
  • 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 Courts Doing With Revised Article 9?” Commercial Law and Bankruptcy Section of the Bar Association of San Francisco, 2004.
  • 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.

Represented food technology company that was severely affected by COVID-19 pandemic and forced to shut down operations in wind down and dissolution.

Represented buyer of intellectual property and other personal property collateral, in private foreclosure sale and related bankruptcy court litigation.

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 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 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 one of the largest creditors in the multi-national insolvencies of Trigem, Inc. and its affiliates. Trigem manufactured personal computers for many nationally known brands. The client served on the creditors’ committees in the United States and Korea.

Represented several guarantors in connection with the restructuring of over $450 million in securitized loans relating to over 200 apartment buildings in San Francisco held by over 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 the largest unsecured creditor and chair of the creditors' committee in a Chapter 11 bankruptcy of a national consumer-electronics retail chain. Negotiated a favorable settlement that provided for the allowance of the international technology company’s claims and a release of potential liability.

Represented major multinational information technology company in Eastman Kodak Bankruptcy regarding patent rights and assumption of intellectual property license issues.

Represented landlord in connection with secured guaranty of tenancy and major San Francisco building development project.

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 major manufacturing company and developed equipment lease finance programs with third-party banks to assist the company and its customers with financing transactions.

Created portfolio of secured, guaranteed loan product forms for a bank with a national presence.

Represented lender in asset based lending transactions, including with respect to an international wood supplier and an agricultural enterprise.

Represented online lending marketplace platform company in several securitization transactions, including structuring bankruptcy remote special purpose vehicles and providing true sale opinions.

Represented senior lender in restructuring over $30,000,000 in debt relating to real estate development of more than 20 properties.

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

Represented lenders in venture capital financing of start-up entities, including preparation of 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.

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 lender in Chapter 11 case of developer of two partially- completed condominium projects and one planned development of 25 single family homes. Obtained relief from stay and negotiated the sale of the note.

Represented online lender in structuring bankruptcy remote vehicle in a complex loan sale transaction.

Represented various landlords in bankruptcy cases regarding landlord claims and assumption issues.

Represented numerous lenders in Chapter 11 cases involving commercial and residential property.

Represented fund in securitization of loan portfolio in excess of $50 million.

Represented online lender in numerous transactions involving sale of loans.

Represented creditors as defendants in preference litigation in various types of bankruptcy cases.

Represented a private-label credit card provider in many retail bankruptcies.

Represented laser and light manufacturer as borrower in forbearance agreement and payment of all outstanding debt.

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

Prepared and negotiated contract manufacturing agreements for a major computer manufacturer, including preparation of guarantees and reviewing and drafting and negotiating documentation with international counterparties.