The Tribune Co. has hired law firm Novack and Macey to counsel whether it should sue Morgan Stanley, which was advising a special committee of the Tribune's board. At issue are charges by junior creditors that the assets were fraudulently conveyed during the two-step buyout in 2007, which was led by Sam Zell. The action stems from an independent examiner's report released several months ago.

The examiner, lawyer Kenneth Klee, did not uncover an "credible evidence" that Tribune's large shareholders, its top banks and financial advisers, or Zell's group "aided and abetted any breach of fiduciary duty in connection" with the buyout, report's Crain's.

However, Klee found it "somewhat likely" that a court would find that the last step of the buyout resulted in "intentional fraudulent transfers." The examiner noted it was "highly likely" that Tribune was rendered insolvent as a result of the second step of the LBO.

The examiner also reported that Morgan Stanley executives contradicted an account by Tribune executives that the bank had backed a solvency opinion by another firm, Valuation Research Corp.

Score one of the creditors. It remains to be seen how this wrinkle will affect the massive bankruptcy proceeding.

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