436
Syllabus
erty would come at a price that failed to provide the greatest possible addition to the bankruptcy estate, i. e., whenever the equity holders obtained or preserved an ownership interest for less than someone else would have paid. Pp. 449-451.
(c) Assuming a new value corollary, plans providing junior interest holders with exclusive opportunities free from competition and without benefit of market valuation fall within § 1129(b)(2)(B)(ii)'s prohibition. In this case, the proposed plan is doomed by its provision for vesting equity in the reorganized business in the Debtor's partners without extending an opportunity to anyone else either to compete for that equity or to propose a competing reorganization plan. The exclusiveness of the opportunity, with its protection against the market's scrutiny of the stated purchase price, renders the partners' right a property interest extended "on account of" the old equity position and therefore subject to an unpaid senior creditor class's objection. Under a plan granting old equity on exclusive right, any determination that the purchase price was top dollar would necessarily be made by the bankruptcy judge, whereas the best way to determine value is exposure to a market. In the interest of statutory coherence, the Bankruptcy Code's disfavor for decisions untested by competitive choice ought to extend to valuations in administering § 1129(b)(2)(B)(ii) when some form of market valuation may be available to test the adequacy of an old equity holder's proposed contribution. Pp. 454-458.
126 F. 3d 955, reversed and remanded.
Souter, J., delivered the opinion of the Court, in which Rehnquist, C. J., and O'Connor, Kennedy, Ginsburg, and Breyer, JJ., joined. Thomas, J., filed an opinion concurring in the judgment, in which Scalia, J., joined, post, p. 458. Stevens, J., filed a dissenting opinion, post, p. 463.
Roy T. Englert, Jr., argued the cause for petitioner. With him on the briefs were Thomas S. Kiriakos and James C. Schroeder.
Patricia A. Millett argued the cause for the United States as amicus curiae urging reversal. With her on the brief were Solicitor General Waxman, Assistant Attorney General Hunger, Deputy Solicitor General Wallace, William Kanter, and Bruce G. Forrest.
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