The Supreme Court has unanimously dismissed the appeal of the decision in BTI –v- Sequana.
At a time when many companies are facing financial difficulties and directors are considering their legal duties, this long-awaited judgment has confirmed that directors have a 'creditor interest duty' when a company is insolvent or bordering on insolvency or an insolvent liquidation or administration is probable.
Background
The recent High Court decision in Re Nostrum Oil & Gas plc [2022] EWHC 2249 (Ch) considers a scheme of arrangement where creditors are the target of Russian sanctions.
Background
The recent High Court decision in Re Petropavlovsk Plc [2022] EWHC 2097 (Ch) considers the interaction of UK insolvency procedure and the sanctions regime imposed on Russia.
Background
Administrators were appointed to the English holding company of Russian gold mining group, Petropavlovsk Plc, in July 2022. The holding company was not sanctioned but sanctions had affected its ability to refinance and to pay its debts as they fell due.
On 15 August 2022, the UK High Court handed down judgment in Oceanfill Ltd v Nuffield Health Wellbeing Ltd and Cannons Group Ltd.
Background
The claim was for rent and other arrears by Oceanfill, the landlord of a gym in Leeds. It was brought against Nuffield, the original tenant and Cannons, the original guarantor under the lease.
Nuffield had assigned the lease to Virgin Active in 2000, guaranteeing the performance of Virgin Active as tenant and Cannons had given a guarantee of Nuffield's obligations.
Virgin Active restructuring plan
Cayman Islands companies have dominated the restructuring news cycle of late for a variety of reasons, including recent judicial commentary as to the effect of obtaining recognition under Chapter 15 of the U.S. Bankruptcy Code.
In Re Swiss Cottage [2022] EWHC 1495 (Ch), junior creditors argued that administrators appointed to two companies had exceeded their powers and breached their duties when selling two properties.
Background
Conyers partner Jonathon Milne and associate Rowana-Kay Campbell in the Cayman Islands, and partner Anna Lin in Hong Kong, explain why the new Cayman restructuring regime is likely to be a welcome addition to the legislative landscape for prudent directors – particularly in light of current macro-economic conditions and the difficulties many companies are facing.
A much-anticipated corporate restructuring regime will be enacted in the Cayman Islands later this year through amendments to Part V of the Cayman Islands Companies Act.
开曼群岛法例中的新设重组制度，大有可能受到一众审慎董事垂青 – 尤其鉴于许多公司正面对种种宏观经济状况及困难。且看康德明开曼群岛合伙人 Jonathon Milne、律师 Rowana-Kay Campbell 及香港合伙人林宛萱如何剖析其原因。
开曼群岛《公司法》第 V 部将于今年修订，当中所订立的公司重组制度，可谓万众期待。
新制度将赋予董事一项新增法定权力，董事可藉此在相关公司陷入财政困难并有意向债权人提出还款方案时，向开曼群岛法院提出呈请以委任具适合资格的重组主任。
对于在责任上须要考虑债权人利益的董事而言，上述新增权力意义重大。
本文将参照最新典据，探讨董事有何责任须考虑债权人利益，以及该等责任会因何种情况而触发。
关于新制度下的其他生效变更，请见《新设重组主任制度概览》一文。
On 24 June 2022, the Honourable Mr Justice Harris (of the High Court of Hong Kong Special Administrative Region) granted assistance to Cayman Islands appointed Joint Provisional Liquidators (the “JPLs”) of Seahawk China Dynamic Fund, a solvent company incorporated in the Cayman Islands (the “Company”). Harris J ruled that the JPLs have the power to act as agents of the Company in Hong Kong. Reasons were delivered on 4 July 2022.
Later in the year amendments to Part V of the Cayman Islands Companies Act (the "Companies Act") will be introduced to commence a new restructuring officer regime available to companies in financial difficulty. Under the new regime, it will be possible to petition the Cayman Court to appoint "restructuring officers" and, from the time of filing, for the company to take the benefit of an automatic moratorium (i.e. akin to a US Chapter 11 stay or English administration moratorium).