Cover

pdf iconDownload PDF
 

Title page, Copyright, Dedication

pdf iconDownload PDF
 

CONTENTS

pdf iconDownload PDF

pp. vii-viii

read more

Foreword

John C. Spychalski

pdf iconDownload PDF

pp. ix-xi

Financial failure enveloped most of the rail network in the northeastern United States and adjacent territory during the first half of the 1970s. By 1973, seven companies operating a total of 25,160 route miles of line in this area were conducting business under bankruptcy law protection. Historically, most railroads that suffered bankruptcy were returned to solvency by so-called income-based reorganizations...

List of Abbreviations

pdf iconDownload PDF

pp. xiii-xiv

List of Important Names

pdf iconDownload PDF

pp. xv-xvii

read more

Introduction

pdf iconDownload PDF

pp. 1-3

I am, by nature and inclination, lazy. Like many, I came to the practice of law with no great vocation but rather for its place as a refuge for the humanistically educated and verbally inclined. I had small talent and even less training. I graduated from Harvard Law School without distinction and accepted an offer from the firm for which I had clerked. After six and a half years, it became apparent to me that...

read more

1 The Age of Innocence

pdf iconDownload PDF

pp. 4-17

My first experience with the Reading was learning in 1971 that we at ORM&H would be counsel for it in its recently filed reorganization, and wasn’t that exciting? It didn’t really excite me. From what I casually learned about the case, it seemed to be a litigation, not a corporate matter, and I expected to have little if anything...

read more

2 The Gathering Storm

pdf iconDownload PDF

pp. 18-26

After the passage of the Rail Act in January of 1973, I decided it might be a good idea to read it. The act introduced an entirely new concept into American bankruptcy law: the idea of dual reorganization. Under it, the rail operations of the several railroads in bankruptcy in the region, defined as the northeast quadrant of...

read more

3 A Time of Waiting

pdf iconDownload PDF

pp. 27-30

Following the 1974 opinion came a time of waiting and regrouping during which nothing much happened of a formal nature until the government produced the Final System Plan as required by the Rail Act. During that period, however, we set about preparing for the oncoming deluge. One obvious question was who was going...

read more

4 The Beginning

pdf iconDownload PDF

pp. 31-41

Finally, in July of 1975, the government issued its Final System Plan, with a supplement issued in September. The plan followed a Preliminary System Plan dated February 20, 1975, which consisted of almost a thousand pages setting out in great detail the reconfiguration of the railroad system in the Northeast. In an effort...

read more

5 The Plot Thickens

pdf iconDownload PDF

pp. 42-59

With conveyance now past, everything changed. No longer charged with the obligations of providing rail service, both freight and passenger, the company became an entirely different entity. Instead of some two thousand employees, there were three people—Bill Hesse as president, Lock Fogg as secretary and general counsel, and John Brennan as chief financial officer—plus a very small support...

read more

6 Fear and Exhaustion

pdf iconDownload PDF

pp. 60-67

Prior to Reading, my workweek would consist of the normal five days plus a half day on Saturday. I’m not an early person, and would arrive at the office at about nine thirty, intentionally missing the early morning phone calls, which gave me the option of returning only the ones I wanted to. I usually didn’t leave until around six, getting home around seven thirty for drinks and dinner with my wife...

read more

7 Detailed Case Preparation

pdf iconDownload PDF

pp. 68-76

What, then, was the task that now consumed my life—what were the flesh and bone of the argument that I had to make? On the one hand, there was the government’s scrap case, with all its discounts and unfavorable adjustments, which led them to offer the sum of $32 million for the entire Reading system, including all the leased lines such as the North Penn. On the other was our argument for value...

read more

8 The Times That Try Men’s Souls

pdf iconDownload PDF

pp. 77-84

The meetings we had of counsel for all the transferors, where we sat around trying to feel each other out, did not occur in a vacuum. Prior to our getting together, the Special Court had made a strong suggestion as to what it did and did not wish to hear, and we had already had the two rounds of briefing and oral argument described above, one on the constitutional minimum value and the other on the unconstitutional erosion. It was clear at this point that if the...

read more

9 The Rail Use Case: Ours and the Government’s

pdf iconDownload PDF

pp. 85-93

It was essentially the transferors’ burden to demonstrate the value of their properties in continued rail service. The government’s primary contention, by contrast, was that absent Congressional action expressed in the Rail Act, the railroads in the Northeast would simply have disappeared, replaced by trucks on a much expanded highway system, ships on an enhanced intercoastal waterway...

read more

10 The Government’s Case

pdf iconDownload PDF

pp. 94-100

The government’s case came in two parts. The first, developed to considerable extent in the Final System Plan, was an argument that the country could, if necessary, do without railroads in the Northeast altogether. We thought this contention patently absurd. Indeed, during his examination, one of the government’s key witnesses, Edson L. Tennyson of the Pennsylvania Department of Transportation...

read more

11 End Game

pdf iconDownload PDF

pp. 101-122

In the fall of 1980, as we finished the cross-examination of the government’s witnesses, we all turned to writing our briefs, though I, and I think many others, had already started drafting portions of what we wanted to present. Since the court had heard no testimony and had not been given the written evidence, let alone the...

read more

Epilogue

pdf iconDownload PDF

pp. 123-132

They’re all dead now, mostly. The three judges of the Special Court; Joe Castle, after typically ignoring his doctor’s order not to visit his daughter in Denver because of the altitude; Lock Fogg and Bill Hesse in the fullness of their years, fully vindicated as to the value of their railroad. Grant and Tom—Grant from too much alcohol over a long period of time, Tom from a surplus of cigarettes. Bill Dimeling...

Notes

pdf iconDownload PDF

pp. 133-137