Richard C. Pedone

Rick Pedone is a member of Nixon Peabody’s Business & Finance Department and the leader of the Bankruptcy & Financial Restructuring practice. Rick represents distressed companies, strategic buyers of financially troubled businesses, purchasers of distressed debt, creditors and other parties in the financial restructuring and bankruptcy processes. Many of the matters that Rick handles involve litigated disputes, allegations of fraud and insolvency proceedings pending in multiple jurisdictions.

Rick also provides corporate governance and liability avoidance advice to private equity firms, and directors and officers dealing with special situations. In addition, he serves as outside general counsel to several growing businesses and as a member of the board of advisors for a specialty financial services firm.

What do you focus on?

Distressed M&A

Much of my work is focused on developing and implementing strategies for the purchase and sale of businesses and/or assets that are financially distressed or encumbered by disputes or litigation that could precipitate financial distress.

Financial Default and Cross-Border Insolvency Disputes

Over the past ten years I have represented corporate trust fiduciaries in dozens of matters involving litigation and/or bankruptcy. Examples include: representing an indenture trustee in connection with $1.8 billion in debt in the Energy Future Holdings Bankruptcy, the world’s largest failed LBO; the resolution through Chapter 15 of a difficult cross-border default; first chair trial of bondholders’ rights to $230 million in prepayment premiums and valuation of fourteen power plants; and numerous securitization and swap-related bankruptcy matters and plan litigation related to corporate governance. Many of these disputes have involved insolvency proceedings pending in multiple jurisdictions.

Financial Fraud Litigation and Related Franchise Matters

Many of the most difficult financial disputes today, whether in or out of bankruptcy court, involve allegations of fraud. Litigation concerning such disputes frequently triggers financial distress. Matters that I have handled include the representation of a franchisor whose lender/investor accused it of fraudulent conduct, the representation of a hedge fund that was the victim of a Ponzi scheme in litigation and then the commencement of an involuntary bankruptcy case and the representation of franchisors such as Planet Fitness and Dunkin’ Donuts in disputes with their franchisees.

What do you see on the horizon?

Increasingly, financial disputes will involve proceedings pending in multiple countries. Businesses that invested in China and other developing “capitalist” systems will find unprecedented opportunities and legal/political challenges as these systems face financial stress.

Recent Speaking Engagements and Legal Education Activity

  • Lecturer, “Co-Operation and Co-Ordination in Practice” (with S. Atkins & T. Graulich), INSOL International Global Insolvency Practice Course, Dubai
  • Moderator, “Current Issues in Oil and Gas Bankruptcies,” American Bankruptcy Institute Northeast Conference
  • Speaker, “Driving Value out of Distress: Target Identification and Due Diligence,” The Deal
  • Speaker on shifting alliances and strategy in a franchise bankruptcy case, American Bankruptcy Institute Northeast Conference
  • Speaker on Cross-Border Insolvency Issues at presentation on Bankruptcy and the Global Economic Crisis, Italy-America Chamber of Commerce
  • Panelist, “The Derivatives Market, What Comes Next,” discussing impact of bankruptcy on derivatives contracts
  • Speaker, “Bankruptcy Issues in Franchising,” International Franchise Association Legal Forum
  • Panelist, Harvard Business School Symposium on Turnaround Management
  • Speaker on bankruptcy issues, commercial lease drafting and negotiation
  • Speaker and award recipient, Turnaround Management Association
  • Speaker, “Expert Witness Discovery Issues in Bankruptcy,” Boston Bar Association


Illustrative Matters

Representative Restructuring and Distressed M&A Matters

  • Energy Future Holdings Corp. Represent unsecured bond trustee in connection with $1.8 billion debt in the bankruptcy cases of Energy Future Holdings Corp. and 70 of its affiliates (collectively, “EFH”) in the Delaware Bankruptcy Court. EFH was the largest generator, distributor, and retail provider of electricity in Texas, with more than 40 coal, nuclear, and gas-fired power plants. The cases are the product of the largest leveraged buy-out in history. With over $49 billion in liabilities and $36 billion in assets, EFH’s Chapter 11 case is also the largest operating Chapter 11 case ever filed in Delaware. Work included litigation related to appointment of creditors’ committee, evaluation of claims arising out of the LBO, litigation related to corporate governance, intercompany claims, bond holder entitlement to post-petition interest, makewhole premiums totaling more than $200 million, potential violations of Trust Indenture Act, value of net operating losses (NOLs) and contested plan of reorganization.
  • In re: Lehman Brothers Holdings, Inc. Representing corporate trust and finance clients in connection with derivatives contracts and variety of other issues, including cross-border matters related to Lehman affiliates. Derivative disputes involved over $600 million. Work includes ongoing litigation concerning allowance of RMBS “put-back” claims and defense of litigation related to CDO distributions.
  • In re: The Educational Resources Institute (“TERI”). Represented U.S. Bank as indenture trustee for 19 trusts holding debt secured by student loans in connection with bankruptcy of guarantor. Litigated perfection issues and crafted settlement and voting procedures allowing approval of compromise.
  • In re: Calpine. Represented Wilmington Trust Company as collateral agent and trustee for approximately $2.4 billion in debt secured by 14 power plants. Managed intercreditor disputes with second and third lien debt; litigated and conducted trial of parties’ rights to default interest and prepayment premiums; argued district court appeal regarding prepayment dispute.
  • Mortgage originator bankruptcies. Represented corporate trust clients in connection with mortgage originator bankruptcies.
  • GT Advanced Technologies. Served as local bankruptcy counsel to Apple supplier GT Advanced Technologies in case filed to address issues raised by contracts with Apple.
  • Supervalu. Represented California Self-Insurers Security Fund in connection with lien enforcement related to nearly $1 billion claim. Coordinated negotiation and litigation of lien rights and eventual modification in connection with sale to purchasing entity sponsored by Cerberus.
  • Connect EDU (BK.SDNY). Represented venture capital lender and investor in SDNY Chapter 11 and purchase/lift-out of subsidiary using claims to credit bid.
  • Confidential. Advised higher education provider on restructuring matters following termination of Title IV eligibility.

Cross-border Restructuring Matters

  • In re: Tembec. Represented HSBC as indenture trustee in connection with CBCA proceeding in Toronto and Chapter 15 proceeding in New York related to unsecured indentures totaling more than $1 billion.
  • NewSat. Advised Australian satellite operator on debt and restructuring options in USA and abroad.

Corporate Governance and Advice to Directors and Officers

  • Confidential. Advised venture investor and director in connection with potential claims and wind-down of business through California receivership.
  • Confidential. Advised venture investor and director in connection with bankruptcy and obtaining releases.
  • Software Company (confidential). Advise executives of software company regarding potential personal liability and claims against former director.

Franchise Disputes and Franchise Related Restructuring Matters

  • Planet Fitness. Represented Planet Fitness and investors in litigation concerning breaches of fiduciary duties and other matters against system’s largest franchisee. Negotiated purchase/transfer of certain assets of franchisee to resolve matter. Other representation of Planet Fitness included contested confirmation trial in bankruptcy of significant multi-unit franchisee.
  • Confidential. Represented franchisor as lender and franchisor in connection with workout matter involving multi-unit franchisee.
  • In re: Ground Round. Represented 38 franchisees of Ground Round restaurant chain in franchisor’s bankruptcy. Coordinated prosecution of claims by franchisees to purchase franchise system out of bankruptcy using claims as payment. Conducted claims and related bankruptcy litigation and negotiated sale of company to new “cooperative” established by franchisees. Negotiated and litigated lease assignments, conducted evidentiary hearings, and defended related appeal.
  • Confidential National Multi-brand Franchisor. Represented franchisor in connection with resolution of disputes with lender and investor through confidential mediation with former bankruptcy judge. Structured sale to lender/investor.
  • Dunkin’ Donuts. Represented Dunkin’ as franchisor and lender in multi-unit franchisee bankruptcy. Prosecuted franchise-related and secured claims. Managed bankruptcy sale process, including issues related to assumption and assignment of franchise agreements and enforcement of rights of first refusal.
  • CleanNet of New England. Represented cleaning system debtor in Chapter 11 case brought to resolve litigation over status of franchisees as employees.
  • Metromedia Restaurant Group/Bennigan’s. Represented franchisor in bankruptcy of multi-unit franchisee.

Real Estate Restructuring Matters

  • 185 Devonshire St. Represented lender and then purchaser of debt and foreclosing party. Conducted foreclosure on office building in Boston’s financial district and managed related commercial lease disputes.
  • Carnegie Abbey. Represented agent in workout of $184 million construction loan secured by luxury condominiums on Narraganset Bay.
  • Forbes Park. Represented lender in workout and foreclosure sale of partially completed 300-unit apartment complex on 17 acres of environmentally challenged urban waterfront land.
  • In re: Cold Spring Golf Course, Inc. Represented golf course contractor and used claims to propose and obtain confirmation of third-party plan forcing sale of course and related development to contractor.

Alternative Investment Fund Matters

  • A.A.G. Roosevelt. Represented hedge fund prosecuting litigation, involuntary bankruptcy, and related non-dischargeability dispute involving fraud and Ponzi scheme.
  • Fletcher Asset Management. Represented fund manager in connection with affiliate bankruptcy.

Committee Work

  • Creditors’ Committees. Served as lead advisor to members of EFH Corp. Committee and Thornburg Mortgage Committee, and as counsel to committee in Arch Wireless and Stairmaster cases.


  • Eiffage Construction (Massachusetts Superior Court). Defended veil-piercing action brought against French construction company. Case dismissed for lack of personal jurisdiction after five-day bench trial.
  • Promissory Note Litigation. Represented distressed investor in action against partner in international law firm for amounts due on note. Served as lead counsel in five-day jury trial over calculation of balance due.
  • Chelsea Housing Authority/Michael E. McLaughlin. Represent housing authority on a pro bono basis in litigation against former executive director and directors for claims of funds, negligence, and breaching fiduciary duties.
  • RMBS-related Litigation. Serve as coordinating counsel for HSBC in connection with all RMBS litigation brought by underlying borrowers.

Wake up call

Bloomberg Law | March 28, 2022

This roundup of notable legal industry news and attorney moves includes the return of Los Angeles Entertainment partner Carron Joan Mitchell to NP and the appointment of Boston Corporate partner Rick Pedone as leader of the Financial Restructuring & Bankruptcy team.

Covid Forces smarTours to Check into Ch. 11

The Deal | October 20, 2020

This story covers travel company smarTours’ Chapter 11 bankruptcy filing, after the pandemic forced the company to suspend all tours earlier this year. The article mentions Boston partner Rick Pedone and New York City counsel Christopher Desiderio and associate Christopher Fong, all of the Financial Restructuring & Bankruptcy practice group, for representing smarTours.

Paper Store Receives Higher Bid at Auction

The Deal | August 28, 2020

Boston Financial Restructuring & Bankruptcy partner Rick Pedone is mentioned in this article for representing TPS Group Holdings LLC in its stalking horse bid in Paper Store LLC’s bankruptcy auction. Private Equity group leader and Manchester partner Phil Taub is also representing the investor group.

2nd Circuit blocks latest Lehman effort to recover $1 billion from noteholders

Reuters Legal | August 11, 2020

This article, covering the Second Circuit’s rejection of Lehman Brothers’ effort to claw back $1 billion, mentions NP for the work of Global Finance partner Amanda Darwin (Boston), and Financial Restructuring & Bankruptcy partner Rick Pedone (Boston) and counsel Chris Desiderio (New York) in representing the noteholders.

2nd Circ. Rejects Lehman's $1B Clawback Effort

Law360 | August 11, 2020

This article, covering the Second Circuit’s rejection of Lehman Brothers’ effort to claw back $1 billion, mentions NP for the work of Global Finance partner Amanda Darwin (Boston), and Financial Restructuring & Bankruptcy partner Rick Pedone (Boston) and counsel Chris Desiderio (New York) in representing the noteholders.

Paper Store Names Insider Vehicle as Lead Bidder in Ch. 11

The Deal | August 06, 2020

Boston Financial Restructuring & Bankruptcy partner Rick Pedone is mentioned in this article for representing TPS Group Holdings LLC in its stalking horse bid in Paper Store LLC’s bankruptcy auction. Private Equity group leader and Manchester partner Phil Taub is also representing the investor group.

CARES Act Expands Restructuring Options for Small Businesses

Journal of Bankruptcy Law | July 14, 2020

Financial Restructuring & Bankruptcy practice group leader Victor Milione, partner Rick Pedone (both in Boston), and associate Christopher Fong (in New York City), contributed this article on the key changes made to the Small Business Reorganization Act that small businesses and lenders must understand.

Philly refinery owner fires back at Chapter 11 plan objections

Law360 | February 10, 2020

This article on the latest developments in a Delaware-based bankruptcy matter mentions Financial Restructuring and Bankruptcy partner Rick Pedone in Boston and associate Chris Fong in New York City as co-counsel for Point Breeze Renewable Energy LLC, which is objecting to the Chapter 11 plan proposed by a shuttered Philadelphia refinery.

Objections to Philly refinery Chapter 11 pile up as hearing nears

Law360 | February 05, 2020

This article mentions Boston Financial Restructuring and Bankruptcy partner Rick Pedone and New York City Financial Restructuring and Bankruptcy associate Chris Fong as co-counsel for Point Breeze Renewable Energy LLC, which is objecting to a proposed Chapter 11 plan for a shuttered Philadelphia refinery.

IN BRIEF: Bankruptcy judge puts off hearing on PES confirmation plan

Reuters Legal | February 04, 2020

This article about Philadelphia Energy Solutions’ (PES) Chapter 11 case mentions Boston Financial Restructuring and Bankruptcy partner Rick Pedone as co-counsel to Point Breeze Renewable Energy, an RNG Energy Company, in connection with its lease from PES to open a biofuels plan on the site of PES’ South Philadelphia refinery.


Richard C. Pedone

Practice Group Leader, Bankruptcy & Financial Restructuring


Phone: 617-345-1305

Fax: 866-947-1890

Boston College Law School, J.D., cum laude

Bates College, B.A., honors in Political Science


U.S. District Court, District of Massachusetts

In 2008 Rick was named a Fellow of INSOL International, a worldwide federation of national associations for accountants and lawyers who specialize in turnaround and insolvency. This award is in recognition of Rick’s experience and skill in cross-border insolvency matters. A Fellow must have successfully completed INSOL International’s Global Insolvency Practice Course, an LL.M.-level program that teaches participants the underlying principles, statutes, regulatory frameworks and insolvency restructuring regimes in countries around the globe. Graduates are skilled in the tools needed for recognition of insolvency proceedings in multiple jurisdictions, including the UNCITRAL Model Law on Cross-Border Insolvency, the European Community Regulation on Insolvency Proceedings and Chapter 15 of the United States Bankruptcy Code.

Rick was selected, through a peer-review survey, for inclusion in The Best Lawyers in America® 2022 in the field of Bankruptcy and Creditor Debtor Rights/Insolvency and Reorganization Law. Rick has been listed in Best Lawyers since 2016.

Rick has been designated a “Recognized Practitioner” in the legal community in Chambers USA: America’s Leading Lawyers for Business 2019 for Bankruptcy/Restructuring (Massachusetts).

Rick is a past president and member of the board of directors of the Courageous Sailing Center in Charlestown, MA, a nonprofit that provides the children of Boston with the opportunity to sail on the ocean free of charge. He currently serves as the center’s pro bono general counsel. In addition, he is the president of the board of directors, Hingham Maritime Center, Hingham, MA.

Rick is also a member of the American Bankruptcy Institute, Boston Bar Association (Bankruptcy Section), INSOL International, International Franchise Association and American Bar Association Forum on Franchising.

Rick resides in Hingham, Massachusetts, with his wife, Cheryl, and two daughters. He can also often be found sailing along the coast of New England.

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