Whether a debtor's decision to agree to a negotiated breakup fee should be reviewed under the business judgment rule or a heightened standard

QUESTION PRESENTED Whether a debtor’s decision to agree to a negotiated breakup fee as part of a sale transaction should be reviewed by the bankruptcy court under the deferential “business judgment rule” of 11 U.S.C. § 363, as the Fifth Circuit has held, or under the heightened standard of 11 U.S.C. § 503, which requires the bankruptcy court to decide on the debtor’s behalf whether the fee is necessary, as the Third Circuit held below. @)