The Supreme Court has confirmed that s.423 of the Insolvency Act 1986, which provides for the avoidance of certain transactions where they have been entered into for the purpose of defrauding creditors, has a broad application and covers not only transactions entered into by the debtor personally, but also those entered into via the debtor's company: El-Husseiny and another v Invest Bank PSC [2025] UKSC 4.

The High Court has held that the recognition of foreign insolvency proceedings under the Cross-Border Insolvency Regulations 2006 (the "CBIR") did not, in itself, vest rights or interests in English land in the foreign representative.

目前对于陷入困境但仍具备重整价值及重整可行性的企业而言，破产重整是其实现风险出清和企业重生的重要方式。在破产重整中，投资人参与的主要方式包括股权投资、资产投资和债权投资等，其中股权投资为较为重要的投资方式（其基本流程如下图），本文将结合实践，从投资人视角，浅析破产重整中股权投资的机遇和风险防范，以期为投资人参与重整投资提供帮助。

图1：破产重整中股权投资基本流程图

一、重整投资的机遇

现阶段，重整投资作为“新一轮招商引资”处于重要机遇期。以上市公司重整为例，2023年7月底的数据显示其中超90%的产业投资人和财务投资人账面呈现浮盈[1]；2024年以来，截至11月，有44家上市公司被申请重整及预重整，较前一年同期增加超四成[2]。由此可见，破产重整蕴含着较多投资机会，其在目前政策环境、价值发掘、成本控制和业务整合等方面均展现出投资“机遇”。

In a rare case, the High Court has dismissed an application by liquidators pursuant to sections 235 and 236 of the Insolvency Act 1986, which give office-holders broad powers to obtain information and documents concerning the company and its affairs: Webb v Eversholt Rail Limited [2024] EWHC 2217 (Ch).

The High Court has ordered two former directors of British Home Stores ("BHS") to pay equitable compensation of £110 million in respect of misfeasance claims brought by the former retailer's joint liquidators: Wright v Chappell [2024] EWHC 2166 (Ch).

In Sian Participation Corporation (In Liquidation) v Halimeda International Ltd [2024] UKPC 16, the Privy Council considered an appeal from the Court of Appeal of the Eastern Caribbean Supreme Court (BVI) as to whether a company should be wound up where the debt on which the winding up application is based is subject to an arbitration agreement and is said to be disputed and/or subject to a cross-claim.

The collapse of UK retailer British Home Stores ("BHS") in 2016 remains one of the most high-profile corporate insolvencies of recent times. It went from being a household name across the UK, with over 11,000 employees, to having reported debts of £1.3 billion, including a pension deficit of nearly £600 million. The group's demise saw the closure of some 164 stores nationwide and significant job losses.

In the recent case of Re LYHFL Limited [2023] EWHC 2585 (Ch), the High Court has considered the proper interpretation of paragraph 12(1)(b), Schedule B1 of the Insolvency Act 1986, by which directors can apply to court for an order putting the company into administration.

Drawing on previous authorities concerning this and similar provisions, the Court concluded that an individual director has no power to make such an application without the approval of the majority of the company's directors and a valid board resolution.

Facts

In a recent case, the High Court has had one of its first opportunities to consider BTI v Sequana [2022] UKSC 25 (see our previous update here), in which the Supreme Court gave important guidance on the existence and scope of the duty of company directors to have regard to the interests of creditors (the so-called “creditor duty”, which arises in an insolvency scenario).

The judgement raises important questions for directors faced with substantial liabilities