Two recent Supreme Court of Canada decisions demonstrate that the corporate attribution doctrine is not a one-size-fits-all approach.

浅析新形势下上市公司并购重组方向与路径——以上市公司在子公司融资后实施并购重组之案例为视角

引言

2024年3月15日，中国证券监督管理委员会（以下简称“证监会”）发布《关于加强上市公司监管的意见（试行）》，明确“支持上市公司通过并购重组提升投资价值”，鼓励“上市公司综合运用各类工具提升对长期投资的吸引力，积极吸引长期机构投资者”，并提出“多措并举活跃并购重组市场，鼓励上市公司综合运用股份、现金、定向可转债等工具实施并购重组、注入优质资产”。

2024年4月12日，国务院发布《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》，原则性提出“严把发行上市准入关”“严格上市公司持续监管”“大力推动中长期资金入市，持续壮大长期投资力量”等指导意见，进一步提高IPO标准，严格再融资审核把关，鼓励上市公司聚焦主业，综合运用并购重组、股权激励等方式提高发展质量，倡导长期资金入市，鼓励长期资金投资。

Court approval of a sale process in receivership or Bankruptcy and Insolvency Act (“BIA”) proposal proceedings is generally a procedural order and objectors do not have an appeal as of right; they must seek leave and meet a high test in order obtain it. However, in Peakhill Capital Inc. v.

The economic fallout from the COVID-19 pandemic will leave in its wake a significant increase in commercial chapter 11 filings. Many of these cases will feature extensive litigation involving breach of contract claims, business interruption insurance disputes, and common law causes of action based on novel interpretations of long-standing legal doctrines such as force majeure.

U.S. Bankruptcy Judge Dennis Montali recently ruled in the Chapter 11 case of Pacific Gas & Electric (“PG&E”) that the Federal Energy Regulatory Commission (“FERC”) has no jurisdiction to interfere with the ability of a bankrupt power utility company to reject power purchase agreements (“PPAs”).

The Supreme Court this week resolved a long-standing open issue regarding the treatment of trademark license rights in bankruptcy proceedings. The Court ruled in favor of Mission Products, a licensee under a trademark license agreement that had been rejected in the chapter 11 case of Tempnology, the debtor-licensor, determining that the rejection constituted a breach of the agreement but did not rescind it.

Few issues in bankruptcy create as much contention as disputes regarding the right of setoff. This was recently highlighted by a decision in the chapter 11 case of Orexigen Therapeutics in the District of Delaware.

The judicial power of the United States is vested in courts created under Article III of the Constitution. However, Congress created the current bankruptcy court system over 40 years ago pursuant to Article I of the Constitution rather than under Article III.

Southeastern Grocers (operator of the Winn-Dixie, Bi Lo and Harvey’s supermarket chains) recently completed a successful restructuring of its balance sheet through a “prepackaged” chapter 11 case in the District of Delaware. As part of the deal with the holders of its unsecured bonds, the company agreed that under the plan of reorganization it would pay in cash the fees and expenses of the trustee for the indenture under which the unsecured bonds were issued.

The Supreme Court’s recent decision in Merit Management Group, LP v. FTI Consulting, Inc. has appropriately drawn significant attention.