In a well-known episode of the comedy “Fawlty Towers”, hotel boss Basil Fawlty was frustrated. A guest had asked for a Waldorf salad. Basil had no idea how to make such a dish, and his attempts to do so were criticised by the guest.
In Vesnin v Queeld Ventures Ltd & Ors [2025] EWCA Civ 951, the English Court of Appeal has ruled that in an application for recognition at common law of a foreign insolvency, a respondent to that application may have standing to oppose the recognition even if they are not a creditor. The fact that other relief is sought against them, which is contingent on recognition of the foreign insolvency, can and usually will suffice to give them standing to oppose the recognition.
Background
On 1 July, the Court of Appeal overturned the High Court’s decision1 to sanction the restructuring plans proposed by two Petrofac group companies as they did not consider that the benefits of the restructuring had been fairly allocated.
The Courts, practitioners and leading textbooks have always assumed that the Limitation Act 1980 (the Limitation Act) does not apply to claims for relief from unfair prejudice under section 994 of the Companies Act 2006 (the Companies Act).
In THG Plc v Zedra Trust Company (Jersey) Limited [2024] EWCA Civ 158, the Court of Appeal examined the basis for that assumption and unanimously decided that:
On Thursday 9 November, Macfarlanes hosted a webinar which focused on the role of directors and in particular navigating those stresses and strains placed upon them in the uncertainties of the current markets.
The webinar was given by an expert panel comprising of finance partner and head of Macfarlanes’ restructuring and insolvency group, Jat Bains, finance partner and qualified insolvency practitioner, Paul Keddie, and litigation partner, Lois Horne.
The panel discussed the following three principal themes.
On 13 October 2023, the Insolvency Service (IS), acting on behalf of the Secretary of State for Business and Trade, discontinued the disqualification proceedings which it had initiated against five former non-executive directors (NEDs) of Carillion plc, the construction and outsourcing giant that collapsed into liquidation in 2018.
The Court of Appeal in Hunt v Ubhi has confirmed that insolvency practitioners seeking freezing orders are subject to the default requirement of providing an unlimited cross-undertaking in damages.
If a debt arises from a contract that contains an exclusive jurisdiction clause (EJC) in favour of a foreign court, how will the Hong Kong court deal with a bankruptcy petition based on that debt? A highly anticipated judgment from Hong Kong’s highest court suggests that the bankruptcy petition will likely be dismissed, and that the foreign EJC will be given effect. But, as we will discuss below, the Court seems to leave other possibilities open, depending on the facts in a particular case.
A recent Hong Kong Court of Appeal decision examined a creditor’s right to commence bankruptcy/insolvency proceedings where the petition debt arises from an agreement containing an exclusive jurisdiction clause in favour of a foreign court: Guy Kwok-Hung Lam v Tor Asia Credit Master Fund LP [2022] HKCA 1297.
Historically, the Hong Kong courts have generally recognised foreign insolvency proceedings commenced in the jurisdiction in which the company is incorporated. This may no longer be the case in Hong Kong following the recent decision of Provisional Liquidator of Global Brands Group Holding Ltd v Computershare Hong Kong Trustees Ltd [2022] HKCFI 1789 (Global Brands).