In UK venture deals, investors often negotiate the right to appoint a director to the company’s board (as a rule of thumb, an investor with 5% to 10% or more of the company might ask for board rights). On paper, it makes sense, giving a seat at the table, direct access to management, and visibility on key decisions. But before taking that seat, we often advise investors to ask themselves: is it worth the hassle?

The retail and hospitality sector in Australia remains relatively steady in terms of financial performance. However, retailers, including those in hospitality, continue to be faced with some persistent headwinds and difficult trading conditions. In our three (3) part series, we cover some of the challenges facing Australian businesses in the sector, including those exposed to external administrations, the strategies that are working via administration, and how early intervention and turnaround strategies can help preserve long term enterprise value for stakeholders.

Section 182 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) (“CWUMPO”) renders the disposition of a company’s property after the presentation of a winding-up petition against it void, subject to any validation order granted by the court. This provision serves to preserve the company’s assets at the date of the winding-up petition for the general benefit of creditors, and to ensure that the statutory scheme of pari passu distribution can be implemented.

Introduction

Before the landmark decision of the Hong Kong Court of Final Appeal in Guy Kwok-Hung Lam v Tor Asia Credit Master Fund LP [2023] HKCFA 9 (“ReGuy Lam”), there had been a long-standing debate over the impact, if any, of an exclusive jurisdiction clause in favour of a foreign court (“EJC”) on the presentation of bankruptcy / winding-up petitions.

We have blogged previously about the intersection of fraud and bankruptcy.

In Harrington v. Purdue Pharma L.P., 144 S. Ct. 2071 (2024) (“Purdue”), the Supreme Court held that the Bankruptcy Code does not authorize nonconsensual releases of nondebtors as part of a chapter 11 plan. The Court narrowly read the Code’s language, providing that a plan may “include any other appropriate provision not inconsistent with the applicable provisions of this title,” 11 U.S.C.

This article originally appeared in The Bankruptcy Strategist.

To file bankruptcy in the U.S., a debtor must reside in, have a domicile or a place of business in, or have property in the United States. 11 U.S.C. §109(a). In cross border Chapter 15 cases, courts have considered if a foreign debtor must satisfy that jurisdictional test.

At a hearing in mid-March, the Delaware bankruptcy court held Camshaft Capital Fund, LP, Camshaft Capital Advisors, LLC, Camshaft Capital Management (collectively, “Camshaft”) and William Cameron Morton, principal of Camshaft, in civil contempt. The case is noteworthy because the court not only imposed monetary sanctions but also ordered civil confinement to compel Camshaft and Morton to comply with the court’s prior discovery order. The court issued a supplementary opinion on April 3, 2024, after Camshaft appealed.

To file bankruptcy in the U.S., a debtor must reside in, have a domicile or a place of business in, or have property in the United States. 11 U.S.C. § 109(a). In cross border chapter 15 cases, courts have considered whether a representative of a foreign debtor must satisfy that jurisdictional test.

We have previouslyblogged about the section 546(e) defense to a trustee’s avoidance powers under the Bankruptcy Code. A trustee has broad powers to set aside certain transfers made by debtors before bankruptcy. See 11 U.S.C. §§ 544, 547, 548.