Jeanne S. Lofgren

Counsel
412.338.2817
jlofgren@stonecipherlaw.com
VCard

University of Pittsburgh School of Law, 2002, J.D.,  magna cum laude
Pennsylvania State University, 1997, B.A., Political Science

I provide general legal counsel for privately held businesses with an emphasis on sustainable business models such as Benefit Companies and Certified B Corps.  My practice areas include entity choice and formation, financing, day-to-day contracts, governance issues, and fundamental transactions, including restructuring and bankruptcy.

See Me For:
  • Loan default workout and restructuring
  • Receiverships
  • Chapter 11 or Chapter 7 Bankruptcy Cases
  • Business reorganizations, 363 sales, and liquidations
  • Business formation, including Articles of Incorporation, Shareholder Agreements, and Bylaws, Certificates of Organization, Operating Agreements, and Limited Partnership Agreements, including Benefit Corporations and Certified B Corps™
  • Streamlining the B Corp™ certification process with guidance for completing the B Impact Assessment (BIA) and documenting business practices to verify BIA responses
  • Finance, including traditional bank loans, syndicated loans and agented deals, stock or equity issuances
  • Governance issues, including counseling on fiduciary duties and standards of care and conduct
  • Buy-sell agreements
  • Customer contracts and supply contracts
  • Equipment and office leases
  • Fundamental business transactions and restructurings
  • Commercial contract disputes
  • Preference lawsuits
  • Fraudulent conveyance lawsuits
  • Adversary proceedings, including determining priority, extent and validity of claims, and discharge objections
  • Claim objections
  • Plan objections
  • Bankruptcy mediation and appeals
  • Shareholder disputes and business litigation
Representative Matters:
  • 2016-present: Retained as debtor’s counsel to Heyl & Patterson, Inc., a Chapter 11 reorganization case pending in the Western District of Pennsylvania.  Heyl & Patterson is an engineering firm in business for over 125 years offering custom-engineered solutions for bulk transfer equipment, thermal drying equipment, and aftermarket needs
  • 2015-2016: Retained as conflicts counsel for the debtor and debtor-in-possession in In re PTC Seamless Tube Corp., United States Bankruptcy Court for the Western District of Pennsylvania, Chapter 11 Case No. 15-21445 TPA. The Debtor filed with liabilities exceeding $100 million.
  • 2014-present: Retained as debtor’s counsel in In re Trustees of Conneaut Lake Park, Inc., a nonprofit, vintage amusement park located in Northwest Pennsylvania. The Chapter 11 case is pending in United States Bankruptcy Court for the Western District of Pennsylvania, at Case No. 14-11277 JAD.
  • 2012-2014: Represented senior secured lender in the global restructuring of a franchisee’s obligations to various lenders and the franchisor involving over thirty store locations and multiple sale/leaseback transactions and deeds in lieu of foreclosure.
  • 2010-2011: Represented secured lender in recovering a Bombardier Global Express located in Abu Dhabi. The aircraft was subject to competing claims for ownership arising from guarantor’s sale of his membership interests in the borrower and a management company claim for close to one million dollars.  After negotiating the assignment of the management company claim to release the aircraft, certain parties entered into an aircraft purchase agreement resulting in payment in full for the client totaling over $26,000,000, including reimbursement of amounts paid to the manager, principal indebtedness, interest, and attorney fees and costs.
  • 2009-2011: Represented senior secured lender from the negotiation of a forbearance agreement, involving a deed in lieu of foreclosure agreement, through a contested chapter 11 proceeding, including proposing a competing plan of reorganization, mediation, settlement, and confirmation of the chapter 11 plan for the largest hotel in Pittsburgh
  • 2014 to present:  documented several operating agreements and other governance documents related to the creation of legal entities, sale or transfer of shares or units, and business assets
  • 2014-2015: worked on the refinancing of two multi-million dollar credit facilities on behalf of the borrowing entities
  • 2013-2014: Led and managed an international team of attorneys assisting a systemically important financial institution in meeting its newly imposed Y11 Dodd-Frank reporting obligations on a quarterly basis by analyzing legal and economic ownership interests in over 500 subsidiaries located in more than 20 countries. The project required around-the-clock communication and coordination with various departments within approximately 13 of the client’s business units.
  • 2012-2013: 50-state surveys examining usury laws and title release laws in the United States
  • 2015: Adversary proceedings involving interpleaded insurance funds and breach of contract claims
  • 2012-2013: Multiple representations of secured lenders named as a defendants in adversary complaints or motions for sanctions for allegations related to stay violations or violations of the discharge injunction
  • 2010: Represented a putative defendant against a chapter 7 trustee investigation of an allegedly fraudulent $2.4 million IP transfer. The chapter 7 trustee decided not to file a complaint.
Other Points of Interest:
  • Reed Smith, LLP, 2005-2014
  • Tucker Arensberg, P.C., 2002-2005
  • Pennsylvania State Courts
  • U.S. District Court, Western District of Pennsylvania
  • U.S. District Court of Colorado
  • Allegheny County Bar Association, Bankruptcy & Commercial Law Section – Immediate Past Chair (2017 – Present)
  • The Judith K. Fitzgerald Western Pennsylvania Bankruptcy Inn of Court – Secretary (2016 and 2017) and previous Publicity Committee Chair (2013-2016)
  • Benefit Company Bar Association, Member
  • February 28, 2017, Speaker, ACBA CLE: Benefit Companies: Sustainable Business Models
  • January 31, 2017, Panelist, MIT Enterprise Forum Pittsburgh: To B or Not to B: What it Means to Start or Invest in a For-Profit Social Enterprise Company
  • December 9, 2017, Presenter, 29th Annual Bankruptcy Symposium for the Western District of Pennsylvania:  Finding Liquidity for Small and Medium Size Enterprises in Chapter 11
  • March 28, 2016, Presentation on B Entities for AlphaLab Gear
  • March 23, 2016, panel discussion for Chatham University, Center for Women Entrepreneurship, MyBusiness Startup Program
  • January 26, 2016, PBI Webinar. B Corporations: A New Business Model for the Balanced Entrepreneur.
  • December 4, 2015, Organizer and Symposium Chair, 28th Annual Bankruptcy Symposium for the Western District of Pennsylvania, an all-day CLE program for bankruptcy lawyers in the Western District of Pennsylvania.
  • Speaker at the 16th, 18th and 20th Annual PBI Bankruptcy Institute on Top Commercial Cases for 2011, 2013, and 2015, respectively, and at the 19th Annual PBI Bankruptcy Institute on recent trend in appointing independent directors on the eve of bankruptcy.
  • Speaker at the 27th, 26th, 25th, and 20th Annual Bankruptcy Symposiums for the Western District of Pennsylvania presenting on Chapter 11 exit strategies, avoidance actions, oil & gas leases in bankruptcy, and commercial landlord issues, respectively
  • Named a 2012 Pennsylvania Rising Star in Bankruptcy & Creditor/Debtor Rights by Pennsylvania Super Lawyers
  • Recipient of the Gerald K. Gibson Memorial Award, 2000, and CALI Awards for Excellence in the areas of bankruptcy law and secured transactions
My interests include organic and sustainable food and skin care products.  I provided product support and training for Dr. Hauschka Skin Care to the Whole Body Team at Whole Foods in the Pittsburgh market from 2011 until 2014.  I  have been a member of community supported agriculture for several years, joined the East End Food Co-op, and enjoy Pittsburgh’s many farmer markets and farm-to-table restaurants.