Brexit insolvency issues for trustees of pension schemes with overseas sponsors

You might remember that before 2016, in the world before the EU referendum (which did exist!), it was effectively not possible for the insolvency of an overseas sponsor of a UK pension scheme to trigger entry into the PPF unless the overseas sponsor had a branch or office (an “establishment”) in the UK (for legal geeks you might remember this was the issue discussed in the Olympic Airlines case which was heard by the Supreme Court in 2015).

According to the European Commission, every year in the EU, 200,000 firms go bankrupt, resulting in over 1.7 million people losing their jobs. Currently, too many viable companies in financial difficulties are steered towards liquidation rather than early restructuring. Also, too few entrepreneurs get a second chance.

On Monday 17 November 2014, Weil held its inaugural European Distressed Investor Conference at The Dorchester in London. A summary of the key discussion points follows.

Panel A:

The Official Journal of the European Union of July 31, 2014, published the European Commission Guidelines establishing the conditions under which state aid for rescuing and restructuring non-financial undertakings in difficulty can be considered compatible with the domestic market. The Commission has been applying these Guidelines since August

On 27 July 2014, the Regulation (UE) n.º 655/2014, of the European Parliament and of  the Council (the “Regulation”), establishing a European Account Preservation Order procedure to facilitate cross-border debt recovery in civil and commercial matters was  published.

The European Commission recently published a recommendation addressed to Member States on a new approach to rescuing businesses and offering a second chance to honest entrepreneurs. It aims to ensure that viable businesses experiencing financial difficulti es have access to restructuring mechanisms at an early stage to prevent insolvency and maximise overall value for creditors, employees and owners. It also proposes a second chance for honest entrepreneurs involved in insolvency proceedings.

From July 21, the reform of rules on prospectuses, intended to establish a common rulebook across the EU to encourage financing through capital markets, will directly apply in Spain.

Financing and Restructuring July 2017 Cases and transactions Dual financing to build waste management center FLUIDRA: Issuance of promissory notes on MARF Agile process to sell production unit in insolvency proceedings Legislation New rules on prospectuses Regulation coming into force on insolvency proceedings and forms Case law Indirect shareholding and subordination of credit Pledging of VAT credits resistant to insolvency proceedings Concept of group in insolvency proceedings Individual legal standing in syndicated loans Insolvency categorization of loans secured with pledge of credit ri

Comsa: debt restructuring PSA Financial Services Spain: establishing an asset-backed securities fund Emesa: subscribing a collar equity swap Proposal for an EU Directive on restructuring and second chance Exit right due to no dividend distribution: end of the suspension of art.

I CORPORATE FINANCE, COVENANTS AND CREDITOR’S LIABILITY 2 II NATIONAL LEGISLATION 4 III EUROPEAN LEGISLATION 5 IV NATIONAL CASE LAW 5 NEWSLETTER I CORPORATE LAW WWW.CUATRECASAS.COM NEWSLETTER I CORPORATE LAW 2/6 CORPORATE LAW NEWSLETTER I CORPORATE FINANCE, COVENANTS AND CREDITOR’S LIABILITY Introduction In the field of corporate finance the liability of creditors that negotiate covenants with companies is an issue that currently generates great concern.