Summary
The UK Court of Appeal recently confirmed that lawyers (Decherts) could no longer act for a company (Avonwick). Our views on the first instance decision can be found here.
Background
Kazakhstan Kagazy Plc v Zhunus [2016] EWCA Civ 1036 – Court of Appeal
A group of companies brought proceedings against their former chairman (“Mr Zhunus”), CEO (Mr Arip”) and former director (“Mr Dikhanbayeva”) for misappropriation of their assets.
It is standard market terms for a lender to have the express right to transfer its loan. In particular, English law governed syndicated loan documents will usually incorporate the Loan Market Association (LMA) wording (or similar) to this effect. Interestingly, the Court of Appeal has recently had to consider the scope for implying terms into such LMA-style language and whether to restrict a lender’s right to market the sale of the loan under those standard terms.
Overview
In IBRC v Camden[1], the Court of Appeal held that a lender's express contractual power to market a loan was not subject to an implied limitation that doing so should not interfere with the borrower's ability to obtain the best price for the assets securing the loan. In so doing, the Court of Appeal reaffirmed the "cardinal rule" that an implied term must not contradict any express term of the agreement.
Background
In Akers (and others) v. Samba Financial Group [2017] UKSC 6, the UK Supreme Court has confirmed the limited nature of British insolvency officer-holders’ ability to void dispositions of a company’s assets held on trust. The Supreme Court also highlighted the potential dangers inherent in holding on trust assets located in jurisdictions which do not recognise common law trusts.
Case law on wrongful trading has developed significantly over the past two years, with the cases of Ralls Buildersand Brooksincreasing judicial consideration of the conduct of directors in the period preceding an insolvency.
The High Court yesterday held that a Chairperson of a shareholder scheme meeting may reject votes cast against a scheme of arrangement in circumstances where the shares were acquired through an artificial share-splitting exercise designed to frustrate the scheme. It is the first English case to consider this issue and while it arose in the context of a shareholder scheme, the impact is also significant for debt restructurings implemented by way of a creditor scheme of arrangement.
Background
The Ministry of Justice has recently published its review of the introduction of Employment Tribunal (‘ET’) fees. The fees were first introduced 2013 and many groups have raised concerns that they are a potentially serious barrier to bringing claims in the ET, particularly for less well off workers and those who have just lost their jobs.
HENRY GEORGE DICKINSON (Claimant) v (1) NAL REALISATIONS (STAFFORDSHIRE) LTD (2) KEVIN JOHN HELLARD & GERALD KRASNER (JOINT LIQUIDATORS OF THE FIRST DEFENDANT) (Defendants) & JUDITH YAP DICKINSON (Third Party) & ROBERT WILLIAMSON (Fourth Party) [2017] EWHC 28 (Ch)
Norton Aluminium Limited ("the Company") went into administration in August 2012 when it received a draft judgment in favour of local residents in a claim for nuisance, which resulted in substantial damages being award and likely legal costs.
'Close of business' is a term many people use in their day to day working life without much thought. But what does it actually mean and should the term be used in contractual documentation?
Agreeing to get something done by 'close of business' is a phrase often used when flexibility is required as to the time a task will be completed. It makes it clear the task will be done that day, but not by a particular time. However, what does the term mean when it is included in a contract?