Chapter 11 plan voting: amounts, headcounts, and the ballot order

Identify whether a vote is being solicited

Receiving a plan package does not always mean that the recipient is entitled or required to vote. Section 1126 addresses acceptance and rejection of a Chapter 11 plan. Unimpaired classes are conclusively presumed to accept, while a class receiving or retaining no property on account of its claims or interests is deemed not to accept.

Read the solicitation order and accompanying notice to identify the voting class, claim amount used for voting, and any procedure for a disputed claim. The amount used to tabulate a ballot should not casually be treated as a final determination of every claim issue.

Understand the two claim-class tests

For an eligible class of claims, section 1126(c) generally requires acceptance by at least two-thirds in amount and more than one-half in number of the allowed claims that actually vote, excluding designated votes under the statute. These are class-level tests. They are not measured against every creditor in the case, including nonvoters.

For illustration, suppose four eligible creditors vote, three accepting and one rejecting. The headcount test may be satisfied, but acceptance still depends on the amount represented by those votes. A single large rejecting claim could prevent the necessary amount threshold. The calculation must use the court-approved voting rules.

A vote and an objection perform different functions

Voting records a position on the plan through the authorized process. A confirmation objection raises legal or factual issues through a separate procedure. Neither should automatically be treated as a substitute for the other. Changes to a plan can also require attention to supplemental notices or revised instructions.

Keep evidence of delivery, the completed ballot, the exact version of the plan considered, and any confirmation of receipt. Do not send a ballot to an address found in an unrelated case merely because the same claims agent or law firm is involved.

Before the deadline

• Confirm the class, allowed voting amount, and eligibility.
• Follow the specific delivery method and receipt deadline.
• Separate ballot submission from any required objection.
• Check for amendments and replacement voting instructions.