The Novelty of Pre-Packs in Jersey: The Just and Equitable Winding Up Dynamic
|
|
- Jeffrey Hutchinson
- 5 years ago
- Views:
Transcription
1 The Novelty of Pre-Packs in Jersey: The Just and Equitable Winding Up Dynamic Re Collections Group [2013] JRC 039 (20 May 2013) 1 - Royal Court of Jersey (Samedi Division)/Article 155, Companies (Jersey) Law 1991 (Jersey) A recent case emanating from Jersey has continued what appears to be a trend of using the just and equitable winding up provision contained in companies legislation in preference to other winding up and/or bankruptcy procedures available, especially where there is a particular need to consider what may be in the best interests of creditors. In this most recent case, the Jersey court has extended the scope of the just and equitable winding up procedure by sanctioning the initiation of proceedings in order to conduct a pre-pack sale. This is the first time, apparently, that the court has done so in Jersey. Preliminary Note: In Jersey, many modern statutes, particularly in the commercial law arena, are modelled on their equivalents in the United Kingdom. This is certainly the case for corporate law, where Jersey s local statute, the Companies (Jersey) Law 1991, 2 is based on the Companies Act 1985 (United Kingdom). The law contains a Part 21 dealing with the winding up of companies. Access, however, to the procedures of summary (when the company is solvent) or creditors winding up (when the company is not) is predicated on action by the members resolving that a winding up take place. As such, creditors wishing to pursue a remedy are normally confined to customary law bankruptcy procedures, where the adjudication de renunciation (adjudication of renunciation) or désastre (disaster) procedures are the only ones available for them to initiate. 3 The former is an order of the court, obtained at the creditor s behest, determining that, in default of debts being paid or cession générale (general, or voluntary, cession) being applied for by the debtor, the debtor is deemed to have renounced his property. 4 A dégrèvement (discumberment of security) procedure is then used to transmit the debtor s immovable property to whichever of the creditors was prepared to accept it on condition that the creditor would pay off all prior secured claims. Any movable property is disposed of in a parallel procedure called the réalisation (realisation). The désastre procedure, 5 whose function is to safeguard the interests and rights of creditors, involves the Viscount, an officer of the Royal Court, undertaking the role of akin to a trustee in bankruptcy and administering the process by which the debtor s estate is liquidated and distributed to the creditors. 6 Both processes are lengthy and 1 Available via the JLIB website at: < (last viewed 3 June 2013). 2 See, by this author, Company Law Study Guide (2012, Institute of Law Jersey, St Helier), Chapter 19; M. Dunlop, Jersey Company Law (2010, Key Haven Publications, Oxford). 3 See, by this author, Law relating to Security on Movable Property and Bankruptcy Study Guide (2012, Institute of Law Jersey, St Helier), Chapters 8-15; A. Dessain and M. Wilkins, Jersey Insolvency Law and Asset-Tracking (4th ed) (2012, Key Haven Publications, Oxford), Chapter 5. 4 Strictly speaking, a decision of the Royal Court by which the property of a debtor is adjugée renoncée (adjudged renounced). 5 Strictly speaking, a decision of the Royal Court by which the property of a debtor is placed en désastre (in disaster). 6 The office is an ancient one, being mentioned in the Grand Coutumier de Normandie (c ).
2 2 require the creditor to undertake several steps before obtaining satisfaction. 7 In addition, the Viscount s costs may be a considerable charge on the estate in a désastre. 8 In recent years, however, the courts in Jersey have begun to take into account creditors interests within the just and equitable winding up procedure. This procedure, which is also in Part 21 of the companies law, permits winding up on just and equitable grounds or on the grounds of expediency in the public interest. 9 It is available on application to the court made by the company, a director or member of the company, 10 the Minister for Economic Development or the Jersey Financial Services Commission (JFSC). 11 Under this procedure, the court which orders the winding up may also appoint a liquidator and direct the manner in which the winding up is to be conducted. 12 As early as 2002, Re Leveraged Income Fund Limited 13 confirmed, as Article 155 was derived from a United Kingdom provision, 14 the permissibility of having regard to case law from that jurisdiction to guide Jersey courts as to the interpretations placed on the meaning of the words just and equitable, but also stated that modern uses might require a more flexible interpretation. 15 Furthermore, in Re Poundworld, 16 the court established that it must consider what was in the best interests of the creditors and extended the scope of just and equitable to include what was convenient and would expedite the procedure. This had the result of making this type of winding up a possible substitute for the usual creditors winding up procedure, although originally it was only intended as an exceptional procedure for use in problematic cases, such as where the company was being run as a quasi-partnership, 17 where there was deadlock in management, 18 where the company s substratum (fundamental purpose) had gone 19 or where the affairs of the company were being carried out in a way that promoted fraud or misled the members. The court was of the view, however, that insolvent companies should normally be wound up by a creditors winding up and the court should be cautious before ordering a just and equitable winding up in the ordinary case of an insolvent company. In the Poundworld case, it was appropriate to do so, as it was clearly in the 7 Recently, however, in Re Estates and General Developments Limited (in liquidation) [2013] JRC 027, the court permitted a foreign receiver, appointed in the United Kingdom, to take control of and sell the immovable property without applying for an adjudication de renunciation or désastre proceedings on the basis of Article 49, Bankruptcy (Désastre) (Jersey) Law 1990, the local equivalent to section 426, Insolvency Act 1986 (United Kingdom). 8 Note that a creditor can only apply for the désastre of a debtor if there is a liquidated claim of at least 3000 (Rule 2, Bankruptcy (Désastre) (Jersey) Order 2006). 9 Article 155(1), Companies (Jersey) Law Ibid., Article 155(2). 11 Ibid., Article 155(3). 12 Ibid., Article 155(4). 13 Re Leveraged Income Fund Limited [2002] JRC Section 122(1)(g), Insolvency Act 1986 (United Kingdom). 15 Confirmed later in Re Belgravia [2008] JRC 161 and Bisson v Bish 2008 JLR Note Re Poundworld (Jersey) Limited 2009 JLR Note Bisson v Bish, above note 15, applying Ebrahimi v Westbourne Galleries [1973] AC Jean v Murfitt 1996 JLR Note 8c (cf. Re Yenidje Tobacco Co Ltd [1916] Ch 426). 19 Re Leveraged Income Fund Limited, above note 13, applying Re German Date Coffee (1882) 20 Ch D 169.
3 3 best interests of all the creditors for liquidators to be authorized to seek to secure the stock as soon as possible and to continue to trade to dispose of it on a retail basis. 20 Lately, the courts have also extended the just and equitable procedure to instances involving companies carrying out regulated business. In Re Centurion, 21 where the company was licensed to carry on trust company business and, inter alia, managed assets on behalf of third parties held in trusts and companies and had also been the subject of close regulatory attention by the JFSC, the court accepted that a just and equitable winding up was the most appropriate remedy as the company s business clients would have more confidence in such a procedure, which would be used essentially for a managed and orderly transfer of the company s business to a third party. Applying Re Belgravia, 22 a just and equitable winding up was the appropriate way of proceeding for a number of reasons, including the need for flexibility, the avoidance of conflict with the creditors, the need to protect the interests of the investors and the need for the appointment of an appropriately experienced liquidator. 23 The Facts: The group of companies in question were active in the retail trade in Jersey selling ordinary clothing and surfing wear. As a result of poor retail trading conditions, particularly in the last quarter of 2012, the group was in some difficulty and the shareholders had proved unwilling to inject any further investment. The group s bankers were also unwilling to extend the overdraft any further. As a result, the group s employees, some 47 full-time staff and 10 seasonal workers or so, had mostly gone unpaid since the difficulties began. The group also owed substantial liabilities, not just to the banks, but also to their suppliers, landlords and to the Comptroller of Income Tax and others. What stock the companies had was subject for the most part to retention of title clauses and had been substantially discounted for sale. The shelves in the retail outlets were bare and what items remained were at least a season out of date. In addition, there was a dispute with a landlord involving asbestos contamination in one of the retail outlets. All in all, the court accepted the group was in a dire financial situation and that the companies were insolvent on both cash-flow and balance sheet bases. The proposal to the court was brought by the representor, a director of the company, who believed that the companies could be restructured, provided they were able to free themselves from their historic debts and that new investment was forthcoming. In fact, a new private investor had been solicited on the basis that a sum of at least JEP 400,000 would be injected if the business of the group companies could be acquired by a NewCo to be owned jointly by the director and investor. As such, the director proposed that the companies be placed in liquidation and that the liquidators immediately enter into an agreement, a draft of which was produced to the court, and under which the group companies would sell such assets and business as NewCo 20 See also Re Charles Le Quense (1956) Limited [2011] JRC Re Centurion Management Services [2009] JRC Above note Later cases taking a similar view include Re Horizon Investments (Jersey) Limited [2012] JRC 039, Re Horizon Nominees Limited and Re Horizon Corporate Directors Limited [2012] JRC 113 and Re Maltese Holding Limited [2012] JRC 239.
4 4 wished to acquire with the price being met by a consideration 24 equivalent to 20% of the net profits of the acquired business arising within 1 year after the proposed acquisition. A sum equivalent to 25% of net sale proceeds would also be paid if any part of the acquired business were disposed of within the same time-frame. The consideration was estimated as being sufficient to enable payments to be made to the preferential creditors, whether in whole or in part, although there would be no dividend for the ordinary unsecured creditors. The Judgement: The court was mindful of the wide discretion it had in determining what was just and equitable under the law and to decide whether to make the order requested in the case. Citing Re Poundworld, 25 the court reiterated its capacity to order a winding up under Article 155 even in the case of an insolvent company, provided it were satisfied that there was a good reason for doing so, whether this was in the interests of creditors or for some other reason. The court did note the unusual feature of this case, which was the intention to enable the liquidators to enter into an agreement for the sale of the business and/or assets of the group companies to NewCo, in which the representor, an existing director of the group companies, had an interest. This was a type of prepackaged sale the court noted was quite often performed by administrators in the United Kingdom, although the procedure of administration itself did not exist in Jersey. 26 Although in some circumstances the court accepted such a sale may be in the best interests of creditors, given that there was also a potential for abuse, the court noted the Statement of Insolvency Practice No. 16, issued by the Joint Insolvency Committee for England and Wales and, in particular, its dealing with the issue of prepacks by reference to a number of principles contained in its text. Four paragraphs of the document were cited by the court, including paragraph 2 on the duties of practitioners and the associated risks they should bear in mind when conducting such a sale, ideally recording and detailing the reasons for such a sale in order to justify and explain why it was appropriate in the circumstances, and paragraph 5, which requires practitioners to be clear about their role as advisors to the company and not its directors, while the directors should be encouraged to seek independent advice, particularly important if there is a possibility, as in the instant case, of the directors acquiring an interest in the assets subject to a pre-pack. Also cited were paragraph 8, on the need to provide a detailed explanation and justification to unsecured creditors, who are not normally consulted in the sale, so that they can be satisfied the practitioner did have due regard to their position and interests, and 9, on disclosure requirements in relation to the identity of the acquirer as well as any relationship they may have with directors, shareholders or creditors of the company. As it was apparently the first occasion on which the court was invited to consider the possibility of a pre-pack, the court was particularly concerned that it was not being asked to approve a phoenix agreement which would simply continue the beneficial ownership in the assets of the business with the existing creditors being left behind. As the Statement of Insolvency Practice No. 16 viewed this as a highly material 24 Normally called cause in Jersey contract law. 25 Above note Another of the Channel Islands, Guernsey, introduced United Kingdom-style administration in the Companies (Guernsey) Law 2008.
5 5 factor, the court required the representor to confirm the statements in his affidavit, not only that he had no interest in the existing group apart from serving as director, but that the existing beneficial owners would not have any interest in NewCo. That done, the court was satisfied that it would be in the best interests of the creditors to wind up the group companies under Article 155 and for the liquidators to enter into the proposed arrangements. Nonetheless, it was not up to the court to direct the liquidators to enter into the agreement sought, but simply to authorise them to do so. It would fall to the liquidators to assess whether, in their judgment, the terms of the agreement would be in the interests of creditors. Furthermore, because of the lack of notice to creditors in the instant case, the liquidators should pay particular attention to the guidance given in Statement of Insolvency Practice No. 16. In doing this, the court accepted the arguments put forward by counsel for the representor as to the suitability of the proposed course of action, particularly mindful of the fact that: (i) the companies were hopefully insolvent and, without further funds, the directors could not continue business without risking accusations of wrongful trading; (ii) no further funding would be forthcoming from the shareholders or any other source for the existing group; (iii) the employees would be risk with a potential burden on the public purse; (iv) the closure of the activities would be a particular blow to the confidence of the retail sector in Jersey, not to mention leaving shopfronts empty; (v) there would be no dividend likely for any creditor if the businesses closed; (vi) no other procedure would achieve the same purpose as in the instant case because of the time that might elapse before any sale could be agreed. Were the proposal approved, not only would a number of the jobs be saved, about 40 in total, but there was a realistic possibility of a dividend to creditors within a 12-month period. Analysis and Impact: When contrasted with the limitations attached to the other insolvency procedures that might be available, the just and equitable winding up clearly offers the possibility of consideration of the creditors interest, although, paradoxically, the procedure itself cannot be initiated by them. Set in the wider context of the absence of a rescue regime in Jersey law, 27 the way in which the Jersey courts have used the Article 155 facility innovatively shows their capacity to respond to practice developments aimed at offering a wider range of choices and reflection of relevant interests than are available under the current law. The development of a pre-pack jurisdiction under this provision is a particularly innovative step. Pending any review of Jersey insolvency law that may eventually take place, these developments, including making available the prepack, seem to offer the widest choice to enable the restructuring of the debtor s business in appropriate cases. Paul Omar Professor of International and Comparative Insolvency Law, Nottingham Law School 3 June See, by this author, Finding Rescue: Creative Alternatives to the Classic Insolvency Procedures in Jersey (2012) 16 JGLR 248.
Rescue by Any Other Name : Adopting the Practice of Pre-Packs in Jersey
Rescue by Any Other Name : Adopting the Practice of Pre-Packs in Jersey by Paul J. Omar of Gray s Inn, Barrister Visiting Professor, Institute of Law, Jersey Abstract: This article considers the recent
More informationJersey company law guide: Q&A
Jersey company law guide: Q&A Service area Corporate Location Jersey Date September 2017 What is the general situation for foreign companies in Jersey? Jersey has been at the forefront of the global finance
More informationSTATEMENT OF INSOLVENCY PRACTICE 9 (SCOTLAND) REMUNERATION OF INSOLVENCY OFFICE HOLDERS
STATEMENT OF INSOLVENCY PRACTICE 9 (SCOTLAND) 1 INTRODUCTION REMUNERATION OF INSOLVENCY OFFICE HOLDERS 1.1 This Statement of Insolvency Practice (SIP) is one of a series issued to licensed insolvency practitioners
More informationOH, THE PLACES YOU LL GO! Forum shopping and filing insolvency proceedings in a global legal world. Insolvency Commission LONDON 2015 WORKSHOP B
OH, THE PLACES YOU LL GO! Forum shopping and filing insolvency proceedings in a global legal world Insolvency Commission LONDON 2015 WORKSHOP B National Report of Jersey 6 March 2015 Edward Drummond, Partner
More informationCayman Islands Insolvency Law
Cayman Islands Insolvency Law Preface This publication has been prepared for the assistance of those who are considering issues pertaining to the insolvency of companies in the Cayman Islands. It deals
More informationGUIDE TO TAKING SECURITY IN GUERNSEY
GUIDE TO TAKING SECURITY IN GUERNSEY CONTENTS PREFACE 1 1. Types of Security Interests 2 2. Security Interest Agreements Generally 3 3. Creation of Security over Specific Intangibles 3 4. Registration
More informationSTANDARD CONDITIONS FOR COMPANY VOLUNTARY ARRANGEMENTS
STANDARD CONDITIONS FOR COMPANY VOLUNTARY ARRANGEMENTS Version 3 January 2013 TABLE OF CONTENTS 1 COMPANY VOLUNTARY ARRANGEMENTS 1 PART I: INTERPRETATION 5 1 Miscellaneous definitions 5 2 The Conditions
More informationSTEP ISRAEL / Case law update Jersey. Presented by Paul Matthams. Partner, Jersey June 2018
STEP ISRAEL 2018 Case law update Jersey Presented by Paul Matthams Partner, Jersey 19-20 June 2018 / Case law update Jersey Introduction Ariel v Halabi and Her Majesty s Revenue & Customs (2018) JRC 006A
More informationSTATEMENT OF INSOLVENCY PRACTICE 9 (E&W)
STATEMENT OF INSOLVENCY PRACTICE 9 (E&W) REMUNERATION OF INSOLVENCY OFFICE HOLDERS ENGLAND AND WALES 1. INTRODUCTION 1.1. This Statement of Insolvency Practice (SIP) is one of a series issued to licensed
More informationCompany Glossary of Terms
Administration In relation to a company, the court, the holder of a floating charge, the company itself, or the directors may appoint an administrator. The purpose of the appointment is to protect the
More informationSTATEMENT OF INSOLVENCY PRACTICE 9 (NORTHERN IRELAND) REMUNERATION OF INSOLVENCY OFFICEHOLDERS
STATEMENT OF INSOLVENCY PRACTICE 9 (NORTHERN IRELAND) REMUNERATION OF INSOLVENCY OFFICEHOLDERS S 9A STATEMENT OF INSOLVENCY PRACTICE REMUNERATION OF INSOLVENCY OFFICEHOLDERS NORTHERN IRELAND Contents Paragraphs
More informationAn overview of Insolvency and Restructuring in Jersey
An overview of Insolvency and Restructuring in Jersey Last reviewed: February 2017 Contents 1 Legislation 3 2 Excluded entities 3 3 Secured lending and credit (immoveables) 3 4 Secured lending and credit
More informationGuidance Note VOLUNTARY ARRANGEMENTS - A CREDITOR S GUIDE TO INSOLVENCY PRACTITIONERS FEES
Guidance Note VOLUNTARY ARRANGEMENTS - A CREDITOR S GUIDE TO INSOLVENCY PRACTITIONERS FEES Amended for changes introduced by The Insolvency (England and Wales) Rules 2016 6 April 2017 VOLUNTARY ARRANGEMENTS
More informationSTATEMENT OF INSOLVENCY PRACTICE 9A (NI) REMUNERATION OF INSOLVENCY OFFICE HOLDERS NORTHERN IRELAND
STATEMENT OF INSOLVENCY PRACTICE 9A (NI) REMUNERATION OF INSOLVENCY OFFICE HOLDERS NORTHERN IRELAND Contents Paragraphs Introduction... 1-8 Statutory provisions... 9 Administration... 10-16 Insolvent Liquidations
More informationCosta Rican Bankruptcy Rules: What Every Investor Needs To Know
Costa Rican Bankruptcy Rules: What Every Investor Needs To Know By ANDRÉS LÓPEZ Introduction Costa Rican law on insolvency and bankruptcy creates a fairly reliable system that offers stability and solutions
More informationSTATEMENT OF INSOLVENCY PRACTICE 9 (E&W)
STATEMENT OF INSOLVENCY PRACTICE 9 (E&W) REMUNERATION OF INSOLVENCY OFFICE HOLDERS ENGLAND AND WALES 1. INTRODUCTION 1.1 This Statement of Insolvency Practice (SIP) is one of a series issued to licensed
More informationPersonal Glossary of Terms
Annual Report Insolvency practitioners are obliged to produce regular reports detailing their actions, including an account of what money they have received from insolvent companies and individuals and
More informationCayman Islands: Restructuring & Insolvency
The In-House Lawyer: Comparative Guides Cayman Islands: Restructuring & Insolvency inhouselawyer.co.uk /index.php/practice-areas/restructuring-insolvency/cayman-islands-restructuringinsolvency/ 5/3/2017
More informationSTANDARD CONDITIONS FOR INDIVIDUAL VOLUNTARY ARRANGEMENTS. Produced by the. Association of Business Recovery Professionals
STANDARD CONDITIONS FOR INDIVIDUAL VOLUNTARY ARRANGEMENTS Produced by the Association of Business Recovery Professionals Version 2 November 2004 TABLE OF CONTENTS FOR STANDARD CONDITIONS 1 INDIVIDUAL VOLUNTARY
More informationBritish Virgin Islands - Restructuring and Insolvency
British Virgin Islands - Restructuring and Insolvency Publication - 11/04/2013 Corporate insolvency in BVI is governed by the Insolvency Act 2003 and the Insolvency Rules 2005. These laws are closely based
More informationUnited Kingdom Glossary of Insolvency Terms. Authors: David WHITE & John FRANCIS, Association of Business Recovery Professionals (R3)
United Kingdom Glossary of Insolvency Terms Authors: David WHITE & John FRANCIS, Association of Business Recovery Professionals (R3) Updated: July 2007 Note: The definitions and explanations are not intended
More informationCompany Liquidation (Winding Up)
This publication is written as a general guide only. It is not intended to contain definitive legal The Directors of a Company that cannot pay its debts can choose to put the Company into voluntary liquidation.
More informationLIMITED LIABILITY PARTNERSHIPS (JERSEY) LAW 1997
LIMITED LIABILITY PARTNERSHIPS (JERSEY) LAW 1997 Revised Edition Showing the law as at 1 February 2008 This is a revised edition of the law Limited Liability Partnerships (Jersey) Law 1997 Arrangement
More informationADMINISTRATION A CREDITOR S GUIDE TO INSOLVENCY PRACTITIONER FEES
Guidance Note ADMINISTRATION A CREDITOR S GUIDE TO INSOLVENCY PRACTITIONER FEES Amended for changes introduced by The Insolvency (England and Wales) Rules 2016 6 April 2017 ADMINISTRATION - A CREDITORS
More informationCOMPANY INSOLVENCY. Procedures open to an insolvent company are as follows: Administration. Company Voluntary Arrangement (CVA)
COMPANY INSOLVENCY A company becomes insolvent if it has insufficient assets to meet its liabilities and/or it cannot pay its debts on the due dates. It is the directors responsibility to know whether
More informationThe different types of insolvency administrations available to corporate debtors under the Corporations Act are:
Corporate Insolvency Corporate insolvency in Australia is regulated by the 2001 (including the Insolvency Practice Schedule (Corporations) which is Schedule 2 to the Act), the Corporations Regulations
More informationSTATEMENT OF INSOLVENCY PRACTICE 3.3 (SCOTLAND) TRUST DEEDS INTRODUCTION PRINCIPLES
STATEMENT OF INSOLVENCY PRACTICE 3.3 (SCOTLAND) TRUST DEEDS INTRODUCTION 1. A Trust Deed is a voluntary deed granted by a debtor whereby the debtor conveys all or part of his estate to a named Trustee
More informationRestructuring and Insolvency Doing Business In Canada
Restructuring and Insolvency Doing Business In Canada Restructuring and insolvency law in Canada is primarily governed by two pieces of federal legislation: the Companies Creditors Arrangement Act (the
More informationInsolvency and enforcement procedures in England & Wales
Insolvency and enforcement procedures in England & Wales Contents Introduction...01 Company Voluntary Arrangement (CVA)...02 Scheme of Arrangement (Scheme)...05 Administration / Pre-pack Administration...08
More informationVoluntary Liquidations of Solvent Cayman Islands Companies
Voluntary Liquidations of Solvent Cayman Islands Companies 1 General 1.1 The commencement of a voluntary liquidation is a simple procedure that does not require sanction or action by the Cayman Islands
More informationUnder section 10 (1) (a) of the Insolvency Act, a company is presumed to be insolvent if:
GUIDANCE NOTE 16 Corporate Insolvency Introduction The new Insolvency Act 2011 provides for the administration, receivership and liquidation of companies, and for the licensing of insolvency practitioners
More informationINSOLVENCY PRACTITIONERS ASSOCIATION. CERTIFICATE OF PROFICIENCY IN CORPORATE INSOLVENCY ENGLISH Examination 6 June 2014
INSOLVENCY PRACTITIONERS ASSOCIATION CERTIFICATE OF PROFICIENCY IN CORPORATE INSOLVENCY ENGLISH Examination 6 June 2014 INSOLVENCY (3 HOURS) Part A: Part B: Part C: Part D: All questions to be answered
More informationSUMMONING AND HOLDING MEETINGS OF CREDITORS IN RESPECT OF INSOLVENT LIQUIDATIONS
INSOLVENCY GUIDANCE NOTE GUERNSEY INSOLVENCY PRACTICE STATEMENT 4: SUMMONING AND HOLDING MEETINGS OF CREDITORS IN RESPECT OF INSOLVENT LIQUIDATIONS INTRODUCTION 1. This Guernsey Insolvency Practice Statement
More informationA creditor s guide to administrators fees (in accordance with Statement of Insolvency Practice No.9)
The following information about the administrators fees is from Statement of Insolvency Practice No.9 ( SIP 9 ) produced by the Association of Business Recovery Professionals, Appendix C: A Creditors Guide
More informationOffshore Security Enforcement
Offshore Security Enforcement Contents Introduction... 01 Guernsey... 02 Jersey... 03 Isle of Man... 04 British Virgin Islands... 05 Cayman Islands... 06 Mauritius...07 Gibraltar... 08 Luxembourg... 09
More informationLIMITED LIABILITY PARTNERSHIPS (JERSEY) LAW 1997
LIMITED LIABILITY PARTNERSHIPS (JERSEY) LAW 1997 Revised Edition Showing the law as at 1 January 2017 This is a revised edition of the law Limited Liability Partnerships (Jersey) Law 1997 Arrangement
More informationLIQUIDATIONS A CREDITOR S GUIDE TO INSOLVENCY PRACTITIONERS FEES
Guidance Note LIQUIDATIONS A CREDITOR S GUIDE TO INSOLVENCY PRACTITIONERS FEES Amended for changes introduced by The Insolvency (England and Wales) Rules 2016 6 April 2017 LIQUIDATIONS - A CREDITORS GUIDE
More informationADMINISTRATIVE SUPPORT TO THE JUDICIARY IN THE UK INSOLVENCY SYSTEM
INSOLVENCY REFORM IN ASIA: AN ASSESSMENT OF THE RECENT DEVELOPMENTS AND THE ROLE OF JUDICIARY Bali - Indonesia, 7-8 February 2001 ADMINISTRATIVE SUPPORT TO THE JUDICIARY IN THE UK INSOLVENCY SYSTEM Prepared
More informationMembers Rights and Remedies. 4 types of remedy: Statutory Remedies. Oppression Remedy s Member statutory remedies
Members Rights and Remedies 4 types of remedy: 1. Member statutory remedies 2. General Law Fraud on the Minority 3. Member personal action 4. Member derivative action Statutory Remedies A statutory derivative
More informationDistributions and share purchases and redemptions under the Companies (Jersey) Law 1991
GUIDE and share purchases and redemptions under the Companies (Jersey) Law 1991 Last reviewed: January 2017 Contents 2 What is a distribution? 2 Making distributions 2 2 Share purchases 2 Share redemptions
More informationSTANDARD CVA CONDITIONS
STANDARD CVA CONDITIONS Introduction 1. These standard CVA conditions should be read together with the Proposal to which they are Appended ( the Proposal ) and the definitions set out in the Proposal will
More informationApproved Share Option Plan
Zotefoams plc Approved Share Option Plan Adopted by the shareholders of the Company on 16 May 2018 Registered with HMRC on 2018 Osborne Clarke LLP One London Wall London EC2Y 5EB Tel +44 (0) 207 105 7000
More informationAs previously stated, we pride ourselves on the quality of work undertaken. would invite creditors to consider the following points:
DUFF & PHELPS LTD. PROFESSIONAL FEES - SIP 9 Our mission statement is to provide clients with an outstanding service based on technical excellence, effective problem solving and the highest level of client
More informationEnforcement Guide. Chapter 13. Insolvency
Enforcement Guide Chapter Insolvency Section.1 : Introduction.1 Introduction.1.1 This chapter explains the FCA's policies on how it uses its powers under the Act to apply to the court for orders under
More informationCONSULTATION PAPER NO. 8. September 2018
CONSULTATION PAPER NO. 8 September 2018 INSOLVENCY LAW DIFC LAW NO [X]. OF 2018 CONSULTATION PAPER NO. 8 PROPOSALS RELATING TO A NEW INSOLVENCY LAW AND REGULATIONS Why are we issuing this paper? 1. The
More informationThailand. Suntus Kirdsinsap, Natthida Pranutnorapal, Piyapa Siriveerapoj and Jedsarit Sahussarungsi. Weerawong, Chinnavat & Partners Ltd
Thailand Suntus Kirdsinsap, Natthida Pranutnorapal, Piyapa Siriveerapoj and Jedsarit Sahussarungsi General 1 Legislation What main legislation is applicable to insolvencies and reorganisations? In Thailand,
More informationBANKRUPTCY AND RESTRUCTURING
BANKRUPTCY AND RESTRUCTURING Bankruptcy and Insolvency Act (BIA) 161 Companies Creditors Arrangement Act (CCAA) 165 By James Gage Bankruptcy and Restructuring 161 Under Canadian constitutional law, the
More informationDraft Deregulation Bill Written evidence from R3, the insolvency trade body
Draft Deregulation Bill Written evidence from R3, the insolvency trade body Introduction 1. R3 represents 97% of UK Insolvency Practitioners (IPs) - the only professionals authorised to take insolvency
More informationSTANDARD CONDITIONS FOR COMPANY VOLUNTARY ARRANGEMENTS
STANDARD CONDITIONS FOR COMPANY VOLUNTARY ARRANGEMENTS One Courtenay Park Newton Abbot Devon. TQ12 2HD www.lameys.co.uk TABLE OF CONTENTS PART I: INTERPRETATION 1 Miscellaneous definitions 2 The conditions
More informationA CREDITORS GUIDE TO FEES CHARGED BY TRUSTEES IN BANKRUPTCY ENGLAND AND WALES
Guidance Note A CREDITORS GUIDE TO FEES CHARGED BY TRUSTEES IN BANKRUPTCY 1 Introduction ENGLAND AND WALES 1.1 When an individual becomes bankrupt the costs of the bankruptcy proceedings are paid out of
More informationSurvey on: Claw-back of security in insolvency Questionnaire IRELAND. William Johnston, Arthur Cox
Survey on: Claw-back of security in insolvency Questionnaire IRELAND William Johnston, Arthur Cox (william.johnston@arthurcox.com) and Adrian Farrell, McCann FitzGerald (Adrian.Farrell@mccannfitzgerald.ie)
More informationCONTENTS The Group... 3 Introduction... 3 Definitions and Interpretation... 3 Fees, Billing & Disbursements... 5 Client Monies...
TERMS & CONDITIONS CONTENTS 1. The Group... 3 2. Introduction... 3 3. Definitions and Interpretation... 3 4. Fees, Billing & Disbursements... 5 5. Client Monies... 6 6. Methods of Communication... 7 7.
More informationLiquidation: a guide for employees
INFORMATION SHEET 46 Liquidation: a guide for employees If a company is in financial difficulty, its shareholders, creditors or the court can put the company into liquidation. This information sheet provides
More informationInsolvency & Debt Resolution: Lessons from the WBG ICR ROSC 2016
BULGARIA Insolvency & Debt Resolution: Lessons from the WBG ICR ROSC 2016 Hristina Kirilova, Partner at Kambourov & Partners, Attorneys-at-law Ivo Alexandrov, Senior Associate at Kambourov & Partners,
More informationA LIQUIDATOR S INVESTIGATIONS INTO THE AFFAIRS OF AN INSOLVENT COMPANY NORTHERN IRELAND
INSOLVENCY GUIDANCE NOTE STATEMENT OF INSOLVENCY PRACTICE 2A (NI): A LIQUIDATOR S INVESTIGATIONS INTO THE AFFAIRS OF AN INSOLVENT COMPANY NORTHERN IRELAND Contents Paragraphs Introduction 1-5 The Liquidator
More informationINSOLVENCY PRACTITIONERS ASSOCIATION. CERTIFICATE OF PROFICIENCY IN PERSONAL INSOLVENCY English Version Examination 15 June 2012
INSOLVENCY PRACTITIONERS ASSOCIATION CERTIFICATE OF PROFICIENCY IN PERSONAL INSOLVENCY English Version Examination 15 June 2012 PERSONAL INSOLVENCY (3 HOURS) Part A: Part B: Part C: All questions to be
More informationDuties of directors of Jersey companies
Duties of directors of Jersey companies Service area Corporate Location Jersey Date January 2013 This note summarises the duties of directors of Jersey companies, addresses directors indemnities, outlines
More informationSNAPSHOT REVIEW OF 2016 OFFSHORE PETITION FILINGS & COURT ORDERS. applebyglobal.com
REVIEW OF 2016 OFFSHORE PETITION FILINGS & COURT ORDERS Contents Executive Summary 2 Winding up Petitions - The Global Picture 3 Analysis of 2016 Filings by Jurisdiction Bermuda 5 British Virgin Islands
More informationInsolvency FAQs. inbrief. Inside
Insolvency FAQs Inside Trading with a company in administration Attending creditors meetings Directors responsibilities Employees of an insolvent company Introduction In the current economic climate many
More informationSTANDARD CONDITIONS FOR INDIVIDUAL VOLUNTARY ARRANGEMENTS. Produced by the IVA FORUM
Protocol Annex 4 STANDARD CONDITIONS FOR INDIVIDUAL VOLUNTARY ARRANGEMENTS Produced by the IVA FORUM Revised November 2013 For use in proposals issued on or after 1 January 2014 TABLE OF CONTENTS FOR STANDARD
More informationPractical Aspects of Dealing with a Dégrèvement. Advocate Mark Harris Advocate Eloise Layzell
Practical Aspects of Dealing with a Dégrèvement Advocate Mark Harris Advocate Eloise Layzell STATISTICS Year Dégrèvements Désastres 2006 2 5 2007 1 1 2008 1 7 2009 1 4 2010 5 1 2011 so far 3 (3 more scheduled)
More informationChapter 25. Bankruptcy and Insolvency
Chapter 25 Bankruptcy and Insolvency Learning Objectives At the end of this chapter, students should be able to: understand the meaning, purposes and effects of personal bankruptcy; explain the duties
More informationLIQUIDATION - A MEMBERS GUIDE TO FEES IN ENGLAND AND WALES
LIQUIDATION - A MEMBERS GUIDE TO FEES IN ENGLAND AND WALES 1 Introduction 1.1 When a Company goes into Members Voluntary Liquidation, the costs of the proceedings are paid out of its assets. A declaration
More informationA guide to the Administration Process
A guide to the Administration Process Appointment by the holder of a Qualifying Floating Charge ( QFCH ) What is administration? Administration is a court process whereby one or more qualified insolvency
More informationSTANDARD CONDITIONS FOR INDIVIDUAL VOLUNTARY ARRANGEMENTS. Produced by the IVA FORUM
ANNEX 4 STANDARD CONDITIONS FOR INDIVIDUAL VOLUNTARY ARRANGEMENTS Produced by the IVA FORUM Revised June 2016 For use in proposals issued on or after 1 September 2016 1 TABLE OF CONTENTS FOR STANDARD CONDITIONS
More informationSTATEMENT OF INSOLVENCY PRACTICE 2 A LIQUIDATOR'S INVESTIGATION INTO THE AFFAIRS OF AN INSOLVENT COMPANY
STATEMENT OF INSOLVENCY PRACTICE 2 A LIQUIDATOR'S INVESTIGATION INTO THE AFFAIRS OF AN INSOLVENT COMPANY INTRODUCTION 1. This Statement of Insolvency Practice (SIP) is one of a series issued to licensed
More informationThe Company s registered office is situated at 55 Baker Street, London, W1U 7EU and the registered number is
Tel: +44 (0)151 237 4500 Fax: +44 (0)151 237 4545 www.bdo.co.uk 5 Temple Square Temple Street Liverpool L2 5RH 5 January 2018 Please email: oxusgold@bdo.co.uk TO ALL CREDITORS Dear Sirs Oxus Gold Plc -
More informationRescue Recovery Renewal Is a Voluntary Arrangement Right For Me?
Rescue Recovery Renewal Is a Voluntary Arrangement Right For Me? Association of Business Recovery Professionals IS A VOLUNTARY ARRANGEMENT RIGHT FOR ME? Introduction 1. Since April 2002, the regulators
More informationSTANDARD CONDITIONS FOR INDIVIDUAL VOLUNTARY ARRANGEMENTS. Produced by the IVA FORUM
Protocol Annex 4 STANDARD CONDITIONS FOR INDIVIDUAL VOLUNTARY ARRANGEMENTS Produced by the IVA FORUM Revised January 25 th 2008 TABLE OF CONTENTS FOR STANDARD CONDITIONS PART I: INTERPRETATION Page 1 Definitions
More informationLoose & Griffiths on Liquidators
Loose & Griffiths on Liquidators The Role of a Liquidator in a Winding Up Eighth Edition Peter Loose MA, Solicitor Michael Griffiths LLM Published by Jordan Publishing Limited 21 St Thomas Street Bristol
More informationNIGERIA INSOLVENCY AND RESTRUCTURING. Kemela Okara, Tamuno Atekebo and Yinka Aderemi STREAMSOWERS & KÖHN
NIGERIA INSOLVENCY AND RESTRUCTURING Kemela Okara, Tamuno Atekebo and Yinka Aderemi STREAMSOWERS & KÖHN 1 Legislation What legislation is applicable to bankruptcies and reorganisations? The Companies and
More informationSpecial Treatment of the Floating Charge in Insolvency Proceedings
http://dx.doi.org/10.12697/ji.2015.23.08 Mag. iur. Attorney-at-Law Partner, Kasak & Missik Law Offi ce Special Treatment of the Floating Charge in Insolvency Proceedings 1. Introduction The principle of
More informationTHE INSOLVENCY PRACTITIONERS ASSOCIATION CERTIFICATE OF PROFICIENCY IN INSOLVENCY SYLLABUS SCOTLAND APRIL 2018 EDITION
THE INSOLVENCY PRACTITIONERS ASSOCIATION CERTIFICATE OF PROFICIENCY IN INSOLVENCY SYLLABUS SCOTLAND APRIL 2018 EDITION Syllabus Guidance The Certificate of Proficiency in Insolvency (CPI) is an intermediate
More informationERROR! NO TEXT OF SPECIFIED STYLE IN DOCUMENT.
ERROR! NO TEXT OF SPECIFIED STYLE IN DOCUMENT. Version: March 2014 EMIR Article 39 Disclosure Document 1 Introduction 1.1 Throughout this document references to we, our and us are references to Marex Financial
More informationA MEMBERS GUIDE TO LIQUIDATORS FEES
1 Introduction A MEMBERS GUIDE TO LIQUIDATORS FEES 1.1 When a Company goes into Members Voluntary Liquidation, the costs of the proceedings are paid out of its assets. A declaration of solvency is sworn
More informationICAEW WRITTEN SUBMISSION
ICAEW WRITTEN SUBMISSION BIS COMMITTEE: THE INSOLVENCY SERVICE Written evidence submitted on 6 January 2012 Contents Paragraph Introduction 1 Who we are 2 5 Executive summary 6 Context 7 9 Pre-pack administrations
More informationWe have over 20 years experience of helping people just like you. We are the only small business debt advice charity operating in the UK.
Freephone 0800 197 6026 www.businessdebtline.org Limited companies This fact sheet tells you about what you can do if your limited company has debts that it is struggling to pay. It outlines the options
More informationTO ALL POLICYHOLDERS, CREDITORS, BROKERS AND INTERMEDIARIES OF INDEPENDENT INSURANCE COMPANY LIMITED
TO ALL POLICYHOLDERS, CREDITORS, BROKERS AND INTERMEDIARIES OF INDEPENDENT INSURANCE COMPANY LIMITED THIS LETTER IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 23 January 2015 Dear Sirs Proposed Scheme
More informationAPPENDIX 1: Winding Up and Dissolution of building societies: summary of legislative provisions
APPENDIX 1: Winding Up and Dissolution of building societies: summary of legislative provisions References in italics are to provisions in the Building Societies Act (i) Methods 1. There are only four
More informationExcess of Loss Policy Wording LMW201403
Equinox Global Limited is registered in England & Wales, registration number: 7067241. Registered office: 20-22 Bedford Row, London WC1R 4JS. Equinox Global Limited is authorised and regulated by the Financial
More informationSCOTLAND INSOLVENCY PRACTITIONERS ASSOCIATION CERTIFICATE OF PROFICIENCY IN INSOLVENCY. Examination Friday 4 June 2004 pm
SCOTLAND INSOLVENCY PRACTITIONERS ASSOCIATION CERTIFICATE OF PROFICIENCY IN INSOLVENCY Examination Friday 4 June 2004 pm INSOLVENCY (3 HOURS) Part A: Part B: Part C: All questions to be answered All questions
More informationRestructuring Across Borders
September 2017 Restructuring Across Borders Cayman Islands: corporate restructuring and insolvency procedures Contents Introduction 2 Enforcement of security 3 Receivership 3 Schemes of arrangement 3 Provisional
More informationinsolvency terms what do they mean?
insolvency terms what do they mean? People often ask what is the difference between a bankrupt company and a company in liquidation? The answer is that companies cannot be referred to as being bankrupt
More informationCOMPANY VOLUNTARY ARRANGEMENTS
STATEMENT OF INSOLVENCY PRACTICE 3B (SCOTLAND) COMPANY VOLUNTARY ARRANGEMENTS 1 INTRODUCTION 1.1 This Statement of Insolvency Practice (SIP) is one of a series of guidance notes issued to licensed insolvency
More informationinsolvency insolvency newsletter issue 16 December 2008
insolvency 16 insolvency newsletter issue 16 December 2008 Contents 1. Technical News 3 2. Regulatory News 5 3. Legislation 6 4. Cases 7 Editor: John Davies, Head of Business Law e-mail: daviesj@accaglobal.com
More informationBANKRUPTCY. Freephone. FACTSHEET 10 (2018)
What is Bankruptcy? Freephone 0800 083 8018 1 FACTSHEET 10 (2018) Bankruptcy is a way of dealing with debts that you cannot pay. Whilst you are bankrupt any assets that you have might be used to pay off
More informationCreditor Enforcement, Secured Property and the Insolvency Dynamic. Professor Paul Omar, Nottingham Trent University.
Creditor Enforcement, Secured Property and the Insolvency Dynamic Professor Paul Omar, Nottingham Trent University. Well, good afternoon everybody. I think I m going to try and enliven things up a little
More informationscc Doc 731 Filed 07/31/18 Entered 07/31/18 14:35:02 Main Document Pg 1 of 15
Pg 1 of 15 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - x : In re: : Chapter 11 : TOISA LIMITED, et al., : Case No. 17-10184
More informationGreece. Country Q&A Greece Restructuring and Insolvency 2005/06. Johnny Vekris and George Bersis, PI Partners. Country Q&A SECURITY AND PRIORITIES
Greece Restructuring and Insolvency 2005/06 Greece Johnny Vekris and George Bersis, PI Partners www.practicallaw.com/a47896 SECURITY AND PRIORITIES 1. What are the most common forms of security taken in
More informationIBA GUIDE MINORITY SHAREHOLDER RIGHTS ENGLAND
IBA GUIDE MINORITY SHAREHOLDER RIGHTS ENGLAND 1 Please provide an overview of the sources of protection for minority shareholders in your jurisdiction. Who enforces these rights? The laws of England and
More informationINSOLVENCY CODE OF ETHICS
LIST OF CONTENTS INSOLVENCY CODE OF ETHICS Paragraphs Page No. Definitions 2 PART 1 GENERAL APPLICATION OF THE CODE 1-3 Introduction 3 4 Fundamental Principles 3 5-6 Framework Approach 3 7-16 Identification
More informationLicensed Insolvency Practitioners & Business Recovery Professionals
Licensed Insolvency Practitioners & Business Recovery Professionals www.focusinsolvencygroup.co.uk 01257 251319 What is Insolvency? A company or individual does not move from solvency to insolvency overnight.
More informationRestructuring and insolvency in Cayman Islands: overview
MULTI-JURISDICTIONAL GUIDE 2014/15 RESTRUCTURING AND INSOLVENCY Restructuring and insolvency in Cayman Islands: overview Ross McDonough and Guy Cowan Campbells global.practicallaw.com/1-501-6788 FORMS
More informationDORMANT BANK ACCOUNTS (JERSEY) LAW 2017
Dormant Bank Accounts (Jersey) Law 2017 Arrangement DORMANT BANK ACCOUNTS (JERSEY) LAW 2017 Arrangement Article PART 1 3 INTERPRETATION 3 1 Interpretation... 3 2 Account defined... 4 3 Balance defined...
More informationSUMMARY OF RECOMMENDATIONS BY THE INSOLVENCY LAW REVIEW COMMITTEE
SUMMARY OF RECOMMENDATIONS BY THE INSOLVENCY LAW REVIEW COMMITTEE 1. It is important that our insolvency regime is kept updated in order to remain modern and relevant. Whilst both the personal insolvency
More informationAbbreviations BVAG CVA
TXU Europe Group plc (in Liquidation, formerly in Administration and subject to a Company Voluntary Arrangement) and certain subsidiaries (In Administration and subject to a Company Voluntary Arrangement)
More informationLloyds TSB. Lloyds TSB Bank plc. (incorporated with limited liability in England and Wales with registered number 2065)
Offering Circular Lloyds TSB Lloyds TSB Bank plc (incorporated with limited liability in England and Wales with registered number 2065) U.S.$150,000,000 6.90 per cent. Perpetual Capital Securities (to
More informationInsolvency: a guide for shareholders
INFORMATION SHEET 43 Insolvency: a guide for shareholders If a company is in financial difficulty, it can be put under the control of an independent external administrator. The role of the external administrator
More informationWhat a creditor needs to know about liquidating an insolvent BVI company
GUIDE What a creditor needs to know about liquidating an insolvent BVI company November 2016 Contents Introduction 3 When is a company insolvent? 3 What is statutory demand? 3 Written request for payment
More informationFINANCIAL SERVICES (BANKING REFORM) BILL
FINANCIAL SERVICES (BANKING REFORM) BILL EXPLANATORY NOTES INTRODUCTION 1. These Explanatory Notes relate to the Financial Services (Banking Reform) Bill as introduced in the House of Commons on 4 February
More information