Are the courts of England and Wales establishing themselves as a flexible forum for cross-border enforceability? Here, we consider this question in light of two recent High Court decisions: Re Silverpail Dairy (Ireland) Unlimited Co. [2023] EWHC 895 (Ch) (Silverpail) and Invest Bank PSC v El-Husseini & Ors [2023] EWHC 2302 (Comm) (Invest Bank).
近几年，受技术红利、产品市场、资本市场政策等多方面因素的影响，一些具有中国元素的美国公司寻求在中国境内（“境内”）市场的融资，探寻落地境内进而实现境内IPO的路径，但是，基于中美法律、税务系统的差异，在论证重组路径的过程中经常会耗费大量时间和金钱成本，往往因创始人和股东的美籍身份在重组过程中面临巨大的美国税负而导致重组搁浅。本文结合我们的实操经验对美国公司重组落回境内涉及的相关要点问题进行分析。
一、架构拆除的必要性
根据我国《公司法》，上市公司是指股票在证券交易所上市交易的、在中国境内设立的股份有限公司。但是，对于境外主体在境内A股上市的突破体现在根据《关于开展创新企业境内发行股票或存托凭证试点若干意见的通知》规定红筹企业允许发行股票或存托凭证在境内上市，例如“H公司（证券代码：688***）”以红筹企业通过直接跨境发行股票的方式以及“J公司（证券代码：689***）”以红筹企业通过发行存托凭证（CDR）的方式在境内上市，但前述情形下对于拟上市公司“红筹企业”的行业、预计市值等方面要求较高，且“红筹企业”一般被认为是注册在境外，主要经营活动在境内的企业[1]。因此，对于主要业务运营在美国且融资平台注册在中国境外的主体目前仍难以在境内直接上市。
The Dutch Supreme Court has confirmed the decision of the Amsterdam Court of Appeal, which found that the bankruptcy of the Russian based oil company, Yukos, could not be recognised in the Netherlands because it violates Dutch public policy.
The High Court of Hong Kong refused to allow a Chapter 11 Trustee to disclose a Decision from Hong Kong winding up proceedings in the US bankruptcy court. The US proceedings were commenced to prevent a creditor from taking action following a breach of undertakings given to the Hong Kong court in circumstances where the company had no jurisdictional connection with the US.
The Australian Federal Court has clarified the limitations for foreign entities and their office holders in pursuing action in Australia to access the voidable transaction provisions of the Australian Corporations Act.
Control to Serbian Creditors- the amendments to the Serbian Insolvency Act
The recent amendments to the Serbian Insolvency Act enacted 9 December 2018 have placed more control into creditors’ hands allowing them to suggest the insolvency administrator to be appointed, as well as providing less restrictive provisions on the proposers of reorganisation proposals.
In October 2018 Judge Glenn of the United States Bankruptcy Court (New York) considered the common law principles of comity and the English common law Gibbs rule to grant recognition of a Croatian company's settlement agreement which modified both New York and English law.
Background
Following our previous article, the Court of Appeal dismissed an appeal following the High Court deciding that a moratorium in relation to restructuring proceedings in Azerbaijan could not be extended in breach of the Gibbs rule, allowing two significant creditors to proceed with their claims in the English Courts.
Despite the debtor's contention that his primary residence was in the United States, the Court held that it had jurisdiction to make a Bankruptcy Order following a petition presented by HMRC.
HMRC presented a bankruptcy petition against Robert Stayton on 30 May 2014 who owed approximately £653,640. The matter came before the court on a number of occasions before the final hearing, with judgment being handed down in November 2018.
The Court applied sections 423-425 of the Insolvency Act 1986 (IA) to the transfer of an interest in a Ukrainian television station. When analysing the Defendant's actions the Court considered the transaction was made for a prohibited purpose.
Background