Introduction
On 20 May 2025, Mr Justice Marcus Smith handed down his eagerly-awaited judgment sanctioning the two inter-conditional restructuring plans (the Plans) proposed by members of the Petrofac Group. The judgment raises issues described as “going to the heart of the Part 26A regime” and is significant as the first case to consider the application of the Court of Appeal’s ruling in Thames Water.
The judgment addresses three particularly interesting points:
On 8 April 2025, Mr Justice Marcus Smith delivered judgment granting Petrofac Limited and Petrofac International (UAE) LLC (the Plan Companies) permission to convene creditor meetings in respect of two inter-conditional restructuring Plans (the Plans). The fulsome judgment, following hearings on 28 February and 20 March, contains a number of interesting points:
The Sino-Ocean restructuring plan is the first to be sanctioned in 2025 – but it starts the year off with a very interesting bang. In a relatively short (and commendably clear) judgment, the Court addresses head on:
New rules in the UK allow Companies House to share non-public information with insolvency officeholders and the Official Receiver.
While in many cases there may be limited non-public information available from Companies House that will be useful to insolvency officeholders, this is another tool available to deploy in appropriate cases. It is specifically envisaged to assist officeholders pursuing claims for fraudulent and wrongful trading, transactions at an undervalue and preferences.
On 13 December 2024, EU member states agreed on a ‘partial’ general approach to the harmonisation of insolvency law.
The Abu Dhabi Global Market (the “ADGM”) courts have recently handed down their decision in NMC Healthcare Limited & Others v Shetty & Others ([2024] ADGMCFI 0007). The decision deals with several important principles in relation to fraudulent/wrongful trading liabilities under ADGM law. Given the ADGM re-domiciliation (or continuation) regime, enabling companies incorporated elsewhere to be redomiciled to ADGM with relative ease, the decision is likely to be of interest beyond the borders of the ADGM.
2024年4月，国务院印发了《关于加强监管防范风险推动资本市场高质量发展的若干意见》，明确加大并购重组改革力度，多措并举活跃并购重组市场。资本市场中产业链并购以及跨界并购已然成为上市公司实现产业整合、市场扩张的重要途径之一。本文拟从上市公司重大资产重组角度出发，对可能影响上市公司重大资产重组成功的事项予以探讨。
一、上市公司重大资产重组的界定
上市公司重大资产重组是指上市公司及其控股或者控制的公司在日常经营活动之外的购买、出售资产或者通过其他方式进行资产交易达到规定的标准，导致上市公司的主营业务、资产、收入发生重大变化的资产交易行为。其中资产交易的方式，除了购买、出售资产外，还包括与他人新设企业、对已设立的企业增资或者减资；受托经营、租赁其他企业资产或者将经营性资产委托他人经营、租赁；接受附义务的资产赠与或者对外捐赠资产等。上市公司通常对购买、出售资产是否构成重大资产重组较为熟悉，在与他人新设企业、对已设立的企业增资、受托经营、租赁其他企业资产行为中是否构成重大资产重组问题，因市场案例相对较少，故较为陌生。笔者理解其核心还是在于是否实质构成购买、出售资产的判断。
The UK National Security and Investment Act came into force on 4 January 2022, significantly extending the UK Government’s power to investigate and intervene in transactions which pose, or could pose, threats to the UK’s national security.
On 17 April 2024 the UK Jurisdiction Taskforce (theUKJT), chaired by Sir Geoffrey Vos published its Legal Statement on Digital Assets and English Insolvency Law.
Prompted by the EU Restructuring Directive and accelerated by the pandemic, jurisdictions all across Europe have completely transformed their restructuring regimes in recent years. This is part of a global trend towards more debtor-friendly, rescue-orientated restructuring regimes, inspired by US Chapter 11.