Irina V. Fox, JD
- Business Associations, Corporate Finance, Mergers and Acquisitions, Securities Regulation, Secured Transactions
- Associate Professor
Prior to joining the faculty of Creighton University School of Law, Professor Fox practiced law in San Francisco at an AmLaw A-List firm of Latham & Watkins. She represented multinational corporations in complex business litigation, focusing on antitrust. Professor Fox worked on several high-profile mergers. She was part of a trial team in a highly publicized Silicon Valley case. She also represented emerging companies in finance transactions and worked on cutting-edge bankruptcy matters. She defended the rights of several pro bono clients.
Professor Fox clerked for the Honorable Carl J. Barbier at the federal district court for the Eastern District of Louisiana. She graduated summa cum laude (second in her class) from the Louisiana State University Law Center and is a member of the Order of the Coif.
- Irina Fox, The Necessity of Protecting Public Securities Transactions: Reading Bankruptcy Code Section 546(e) to Preempt State-Law Fraudulent Transfer Avoidance Actions, 27 Norton J. Bankr. L. & Prac. 123, 2018
- Irina Fox, Minimizing the Risk of Fraudulent Transfer Avoidance: A Good-Faith Solvency Opinion as the Shield to Protect a Leveraged Transaction, 91 Am. Bankr. L.J. 739, 2017
- Irina Fox, Sealing and Destruction of Criminal Records for the Factually Innocent: A Second Chance for California Penal Code Section 851.8, 53 San Diego L. Rev. 369, 2016
- Irina Fox, Update to previous article: Distressed Lender Beware: How Tousa Killed the Upstream Guarantee, 21 J. Bankr. L. & Prac. 6 Art. 1, 2012
- Irina Fox, “Reasonably Equivalent Value” in § 548 Avoidance Actions: An Analytical Framework Post-In re TOUSA, Inc., 20 Norton J. Bankr. L. & Prac. 469, 2011
- Irina Fox, Comment, Penalty Clauses in Testaments: What Louisiana Can Learn from the Common Law, 70 La. L. Rev. 1265, 2010
- Irina V. Fox, Settlement Payment Exception to Avoidance Powers in Bankruptcy: An Unsettling Method of Avoiding Recovery from Shareholders of Failed Closely Held Company LBOs, 84 Am. Bankr. L.J. 571, 2010
- Irina Fox, Women in Prison: Louisiana, Counterbalance (Nat’l Ass’n of Women Judges), Spring 2009, at 27, 2009
- Irina V. Fox, Securities: Dealing with Tender Offers in M&A Transactions, in 2018 Business Law Seminar (Neb. State Bar Ass'n ed.), 2018
- Irina Fox, FTI Consulting, Inc., v. Merit Management Group, LP: Unsettled Issues in the Application of the Settlement Payment Exception to Leveraged Buyout Avoidance, 26 Norton J. Bankr. L. & Prac. 91, 2017
- Guest Lecturer: American Entrepreneurship: Silicon Valley Startups Organization and Financing, Nizhny Novgorod State University of Architecture and Civil Engineering, Nizhny Novgorod, Russia, 2015
- Panelist speaker at San Francisco MCLE event “Building Your Brand” regarding publishing law review articles, 2013
Research and Scholarship Interests
- I research debtor-creditor issues, focusing on Chapter 11 corporate reorganizations and fraudulent transfers. I have also written on penalty clauses in testaments under Louisiana Civil Law and on expungement of criminal records under California Penal Code Section 851.8.
Current Research Projects
- Avoidance of leveraged transactions as fraudulent transfers has proliferated in the aftermath of the recent financial crisis and during the resultant economic recession. When planning leveraged deals, such as buyouts, spinoffs, and intercorporate guarantees, corporate boards rely on solvency opinions prepared by outside financial advisors. If a leveraged transaction is challenged in court by a shareholder, the business judgment rule provides a highly deferential standard of judicial review of corporate decisions, as long the decision was well-informed and not tainted by fraud, illegality, or self-interest. If the same transaction is subject to fraudulent transfer avoidance, courts routinely employ a probing analysis, informed by 20/20-hindsight and according no deference to directorial decision making. Highlighting the irreconcilable discrepancy in the standards of judicial review, my Article argues that under the current legal regime the most reasonable solution from a planning perspective is to structure the leveraged deal in reliance on a good-faith solvency opinion procured from an independent expert. My latest Article reviews examples of post-financial crisis avoidance actions, identifies the most frequently recurring legal criticisms of solvency opinions, and provides tips for ensuring that the solvency opinion obtained contemporaneously with the transaction will minimize risk of avoidance in the future.