Irina V. Fox, JD

Irina V. Fox, JD

Irina V. Fox, JD

Professor
School of Law

Expertise/Specializations

  • Business Associations, Corporate Finance, Mergers and Acquisitions, Securities Regulation, Secured Transactions

Academic Appointments

Department

  • Law

Position

  • Professor

Biography

Professor Fox specializes in business law, researching debtor-creditor relations and writing on bankruptcy issues.
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.

Publications and Presentations

Articles

Publications

General

Presentations

Research and Scholarship

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.