Introduction
Solvency test
Standing and process
Purposes of administration
Effects of administration order
Administrator's duties and functions
Remuneration and swearing in of administrator
Introduction
The Companies (Guernsey) Law, 2008 (“Companies Law”) provides for companies, protected cell companies (“PCCs”), incorporated cell companies (“ICCs”) and cells of PCCs and ICCs to be placed into administration and for an administrator to be appointed to manage that entity's affairs whilst the administration order remains in force.
Reverse cross border mergers could become a popular device for UK companies seeking to maintain and preserve “passporting” or other EU rights.
The mechanism of a reverse cross-border merger (in this context whereby a UK parent company merges with their continental European subsidiary) has not historically been permitted under English law. However the provisions of an EU directive implemented in the UK in 2007 changed that position giving UK company groups that option.
In September 2012, Grant Thornton were appointed by the Royal Court of Guernsey as joint administrators of a Guernsey company called Montenegro investments limited (MIL) - a Guernsey property Investment Fund.. The joint administrators then appointed Ogier.
Current Status of MIL
On 13th August 2013, the US Department of Justice (DOJ) and attorneys general from six US states and the District of Columbia filed suit in the US District Court for the District of Columbia to block the merger between US Airways and American Airlines. Days before, a group of American Airlines customers filed a claim that the merger would violate Section 7 of the Clayton Act.