| I. Sources of Applicable Law | 1 |
| II. Fiduciary Duties of the DIP and DIP Counsel | 5 |
| A. Fiduciary Duties, In General | 5 |
| B. Management of the Estate | 7 |
| C. DIP Duties With Respect to Asset Sales | 11 |
| D. Drafting a Reorganization Plan | 13 |
| E. Duties of DIP Counsel | 14 |
| III. Qualification to Serve as DIP Counsel | 23 |
| A. Disinterestedness and Lack of Any Adverse Interest | 23 |
| B. Representation of Multiple, Affiliated Entities | 25 |
| C. Attorney Direction by Management | 28 |
| D. Fee-Related Disqualification | 29 |
| E. DIP's Counsel's Representation of the Estate's Creditors | 32 |
| F. Attorney's Ownership Interest in the DIP and Serving as Officer or Director | 36 |
| G. Effectiveness of Curative Measures | 37 |
| H. Disclosure is Mandatory | 39 |
| I. Sanctions for Conflicts and Failure to Disclose Potential Bases for Disqualification | 44 |
| Conclusive Effect of Fee Award, and Indemnity, for Ethical Violations | 47 |
| IV. Prepetition Retainers and Fee Agreements | 50 |
| A. Source of Retainer | 50 |
| B. Earned on Receipt Retainers | 51 |
| C. Installment Retainers | 55 |
| D. Limiting the Scope of Representation | 57 |
| V. Representation of Creditors and Committees | 58 |
| A. Conflicts of Interest With Bankruptcy Estates | 58 |
| B. Representation of Multiple Creditors | 59 |
| C. Fiduciary Duties of Creditors' Committee Members | 61 |
| D. Committee Counsel's Fiduciary Duties | 64 |
| VI. Client Misconduct and Improper Requests | 68 |
| A. Prepetition Counseling | 68 |
| B. Illegal Client Conduct During a Bankruptcy Case | 73 |
| VII. Litigation Tactics and Defenses | 77 |
| A. Attorney-Client Privilege and Ethics | 77 |
| B. Trustee Power to Waive the Debtor's Privilege | 78 |
| C. Creditors' Committee Exercise of Privilege | 80 |
| D. The Joint Defense or Common Interest Doctrine in Bankruptcy | 82 |
| VIII. Abusive Litigation Tactics | 83 |
| A. Standards Under Rule 9011 and Related Rules | 83 |
| B. Obtaining Sanctions | 85 |
| C. Reporting Bankruptcy Misconduct | 88 |
| D. Judicial Disqualification | 90 |
