本文拟以某案例为切入点,揭示及探讨政府和社会资本合作(Public-Private Partnership,下称PPP)项目中社会资本方因项目合同主体问题而面临的潜在风险及可能的风险防范措施。
1. 案例情况简述
项目投资人A公司(外国公司)与B政府签订某项目投资框架协议,约定由A公司设立项目公司C以负责建设、运营某污水处理厂特许经营项目,并在对项目建设时间、技术要求、费用确认机制等关键条件做出约定的同时,明确“详细条款在正式合同中约定”。
随后,B政府作为甲方与A公司作为乙方签订PPP项目合同,约定项目按照合同要求建设并投入运营后,由B政府承担向乙方支付污水处理费的义务(最终用户向B政府付费),并且“当项目公司成立后,乙方在本协议项下的所有权利和义务自动转让给项目公司”。
根据前述协议,A公司设立由其100%控股的项目公司C,由C公司承继PPP项目合同中与建设、运营项目相关的所有权利义务。C公司主要通过向当地银行贷款的方式进行项目融资,以完成项目建设并将污水处理厂投入运营。
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.
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In an urgent application, the Court of Appeal held that a CVA should be precluded from becoming effective where an unanticipated claim of €126.7m was submitted after the CVA was approved but before the statutory bar on new claims had lapsed.
The Agricultural Credits Act 1928 ("ACA 1928") enables a farmer to grant an Agricultural Charge to a bank over all his farming stock and other agricultural assets, but not the land he farms.
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A floating charge is automatically converted to a fixed charge if:
The Jersey Court exercised their discretion and consented to vary the terms of Recognition and Consent Orders to allow a Trustee in Bankruptcy to comply with an Information Notice served by HMRC in relation to the Bankrupt's tax affairs.