It is not uncommon for contractors, in several industry sectors, to contract with a special purpose vehicle (SPV), whose day-to-day management is effectively controlled by a parent company, and the SPV has with little to no assets beyond cash flow provided by its parent. In this article we look at what a claimant could do outside of the traditional insolvency process in circumstances where the SPV goes into a form of external administration such as administration or liquidation and there are no assets available to the external administrators.

在当前的投融资环境下，国资背景的投资方常常承担着地方政府的返投任务，对被投企业的注册地点存在特定诉求，因此，若被投企业未注册在此类投资方期待的特定地区，则投资方可能会要求被投企业迁址以实现当地的招商引资。市场上已出现部分项目的投资方以此作为投资交割的前提条件。

优质企业无疑都是各地的“心头肉”，能为当地带来税收效益、工作岗位等。因此，企业的迁出之路可能面临迁出地政府“不放手”、迁出和迁入程序衔接不顺畅等一系列疑难问题，可能拉长迁址进度，甚至实质上无法最终完成迁址。

为协助企业顺利实现“迁址”目的，我们在相关交易中对企业迁址的命题进行重新思考和思路转换。事实上，除了直接变更注册地址，企业也可考虑通过股权重组进行股权结构的调整，以满足投资方对于变更融资主体及后续上市主体所在地的需求。但此等“重组式迁址”也并非一路坦途，如有不慎，同样可能面临法律和税务的障碍和风险，因此需要提前对这类重组交易进行审慎考量和规划。

一、直接迁址的障碍和难点

In the recent decision of Re PBS Building (Qld) Pty Ltd [2024] QSC 108, the Supreme Court of Queensland considered for the first time the operation of the State’s new project and retention trust account regime in the context of an insolvency. The decision provides useful guidance to insolvency practitioners and subcontractors as to their rights in relation to trust accounts established by an insolvent head contractor.

The High Court of Australia’s decision in Wells Fargo Trust Company, National Association (as Owner Trustee) & Anor v VB Leaseco Pty Ltd (Administrators Appointed) & Ors (the “Willis” case).

On Wednesday, 16 March 2022, the High Court of Australia handed down its decision in the Willis case.

On the 2 August 2021 Treasury released a consultation paper titled ‘Helping Companies Restructure by Improving Schemes of Arrangement. The consultation is aimed at reforming Australia’s scheme of arrangement procedure.

Background

Insolvency relief extended to 31 December 2020

On Sunday, the Federal Government announced that it will extend until the end of the year insolvency relief measures which were put in place from March 2020 as part of its response to the COVID-19 pandemic which were due to expire on 25 September 2020.[1]

The dialogue is changing yet is the law enabling the practical change Directors need?

Achieving significant cultural shift in any business environment is no easy task, so it’s by no means ground-breaking to declare that after 1 year in operation, it still cannot be said that the new “Safe Harbour” legislation has resulted in a cultural change among directors.

The Senate Legal and Constitutional Affairs Legislation Committee (“the Committee”) has endorsed the passing of the Bankruptcy Amendment (Enterprise Incentives) Bill 2017 (“the Bill”) in its report dated 21 March 2018.[1]

The Queensland Court of Appeal has upheld an appeal by the liquidators of Linc Energy Limited (In Liquidation) (“Linc”) and given full effect to their disclaimer of contaminated mining property and onerous obligations the subject of an environmental protection order (“EPO”) issued by the Queensland Department of Environment and Science (“DES”).[1]