On 27 February 2024, the High Court sanctioned a restructuring plan (the Plan) proposed by CB&I UK Limited (CB&I), part of the global McDermott construction and engineering group (the Group). This is the first English restructuring plan to be approved after the Court of Appeal judgment in Adler (see our Alert) and follows the guidance in that case.
Background
On 23 January 2024, the Court of Appeal overturned the High Court's sanction of Adler Group's (Adler) restructuring plan (the Plan) (see our alert). This much anticipated judgment provides clarity on the court's discretion to sanction a plan where there are dissenting classes of creditors.
Background
The Plan envisaged:
The Court of Appeal has recently referred to established case law that the court will only interfere with the act of an officeholder “if he has done something so utterly unreasonable and absurd that no reasonable man would have done it”.
While the judge in the lower court had not made any error of law, on the facts there were identifiable flaws in the judge's reasoning that the trustees' decision not to join in the proceedings was perverse.
The judge had failed to recognise that:
After a weekend that saw the tech ecosystem unite to fight for its future, on Monday 13 March 2023, the Bank of England (the Bank) effected the sale of Silicon Valley Bank UK Ltd (SVB UK) to HSBC. It used the resolution powers for stabilising failing banks granted by the Banking Act 2009 which were introduced following the 2008/9 financial crisis.
Resolution powers
The UK insolvency statistics released on 2 August for Q2 2022 (1 April – 30 June 2022) make for fairly sombre, if not entirely unsurprising, reading.
An 81% increase in corporate insolvencies in England and Wales from the same period in 2021 and a 13% increase in insolvencies from Q1 2022. The worst affected sectors are reported to include food, retail and construction.
The UK High Court has excluded 'out of the money' creditors and shareholders from voting on Smile Telecoms Holdings Limited’s (Smile) restructuring plan because they did not have a genuine economic interest in the company.
Background
根据测算，截止2022年年初，国内烂尾项目规模已经超过2万亿，随着2021年大型房地产公司接连“暴雷”，势必会产生更多的烂尾或接近烂尾的项目。对于商业逻辑自洽的单体项目破产重组，借助破产清算或重整程序分兵突围势必成为地方政府主导重整的最优路径。但是鉴于目前的房地产市场行情以及烂尾项目续建的特点，大部分重整投资人，尤其是财务投资类型的重整投资人更倾向于采用固定收益的方式进行项目重整，既能实现维护稳定的社会效果，又能最大限度地保证投资安全。因此，如何在当前法律架构下保障固定收益重整投资人的利益是本文中讨论的主要问题。
一 重整投资人的收益模式对比
重整投资人参与烂尾项目的收益模式大致可以分为固定收益模式、风险收益模式和固定加风险收益模式。不同的收益模式下重整投资人有不同的投资逻辑，也有不同的退出模式。我们从投入、收益、风险以及安全性角度对固定收益模式与风险收益模式进行了比较。
（一）固定收益模式
固定收益模式的特点是重整投资人投入重整资金，约定固定收益率，在最终财产变现所得中优先收回投资本金及收益，项目剩余资产全部用于债权清偿。
On 12 May 2021, in the first opposed cross-class cram down case, the English High Court sanctioned Virgin Active's restructuring plans, the first to bind landlords to lease compromises.
The decision
While the opposing landlords challenged the valuation evidence advanced by the companies, they did not advance evidence of their own. The court accepted the companies' evidence that:
On 17 May 2021, in the third of a trio of landlord challenge cases, the English High Court revoked Regis UK Limited's company voluntary arrangement (CVA) on one ground of unfair prejudice, but ruled against landlords seeking repayment of fees against the nominees.
The facts