On Thursday, a federal bankruptcy judge approved Edward S. Lamperts's plan to buy Sears, but the judge asked Lampert to get a new start.
Herr. Lampert, a billionaire hedge fund manager, could avoid becoming a "cartoon character" his critics have painted on him as, judge Robert Drain said – a cross between Jay Gould, Gilded Age robberbaron and Barney Fife, the boisterous gullible sheriff at "Andy Griffith" show.
Rather, Judge Drain said that Mr. Lampert could "deal with what would really matter" to the company's constituents, especially his workers.
About Sears, a company founded shortly after the Civil War, would close its doors or continue to operate with less debt and a solid turnaround strategy.  But the hearing was also a referendum on Mr. Lampert, the company's CEO and largest shareholder who has controlled Sears since 2005.
Many of the company's creditors accused Mr. Lampert and his hedge fund, ESL Investments, of running Sears on the ground , raising losses and falling behind the competition, spinning out the company's most valuable assets in a way that enriches the hedge fund.
They asked why Mr. Lampert after many years of not turning the company, should be allowed to acquire Sears out of bankruptcy. A creditor committee wanted to liquidate the company and collect the proceeds, instead of taking another risk on Mr. Lampert.
As the only bidder who planned to keep Sears in operation, Mr. Lampert had positioned himself as a savior, retaining 45,000 jobs and honoring contracts with thousands of vendors.
But lawyers for the creditors warn that the heat plan includes hundreds of millions of dollars of real estate sales, which can lead to significant work reductions anyway.
Finally, Judge Drain decided that the sale of Sears to Mr. Lampert, for $ 5.2 billion, made a good business sense. He said the creditors failed to prove that they would get more money by selling the stores and other properties.
The agreement is not completed. Sears and ESL are still working on the final details and lawyers for the companies said they hoped to close on Friday. Sticking points remain, including which site would be responsible for $ 166 million owed to vendors.
The creditors committee nevertheless won an important license in the case. There can still be lawsuits against Mr. Lampert for previous agreements that resulted in the spinning of real estate and other valuable assets of companies in which his hedge fund had been deployed. An ESL lawyer said the claims were non-profit.
David Wander, a lawyer at Davidoff Hutcher & Citron, representing several Sears insolvency providers, said the court gave a clear warning to Mr. Lampert.
"The judge warned that you claim to save tens of thousands of jobs, I hope that's what you do and don't end up liquidating the company over the next few years," Mr. Wander says.