The High Court has held that two director-shareholders of a company who were unsuccessfully prosecuted for fraud could not claim back the drop in the value of their shares when the company’s business failed.

What happened?

The Department for Business, Energy and Industrial Strategy (BEIS) has published a consultation on insolvency and corporate governance.

The consultation is aimed primarily at improving corporate governance in firms that are in or approaching insolvency. However, it also puts forward proposals for improving the wider framework of corporate governance.

The key proposals from the consultation are set out below.

The decision in Mezhprom v Pugachev, which was handed down on 11 October 2017, has potentially wide-ranging ramifications for trustees and the private client industry more generally.

Although the judgment is a first instance decision and may be appealed, the approach taken by the judge in this case to the analysis of powers conferred on protectors is an important development.

LITIGATION, ARBITRATION, INVESTIGATIONS AND FINANCIAL CRIME

QUARTERLY UPDATE

Welcome to the latest issue of our Quarterly Update, in which we look at some of the recent highlights and developments in banking and finance disputes and financial crime.

IN THIS ISSUE WE LOOK AT:

A salutary lesson: if you do not intend to be bound by a letter of commitment, say so clearly

GENERAL CORPORATE

In this issue, we focus on cases concerning directors’ considerations when making a solvency statement for a capital reduction, and whether “bad leaver” provisions containing compulsory share transfers are capable of being contractual penalties.

Statements of solvency on a reduction of capital: what must the directors consider?

The High Court has held in BTI 2014 LLC v Sequana SA & others [2016] that payments of dividends were not made in breach of the Companies Act 2006 (the “Act”).

This is an extract from Financier Worldwide's August online publication entitled "Pension challenges in bankruptcy and restructuring processes."

REFLECTING ON THE LAST FEW YEARS, HOW WOULD YOU DESCRIBE OVERALL PENSION CHALLENGES ARISING FOR COMPANIES FACING BANKRUPTCY / INSOLVENCY AND RESTRUCTURING PROCESS? WHAT MAJOR TRENDS HAVE DEFINED THIS SPACE?

BACKGROUND

Halcrow Group Limited (HGL) and Halcrow Water Services Limited (together Halcrow), two subsidiaries of Halcrow Holdings Limited (HHL), were the sponsoring employers with legal responsibility for funding the Halcrow Pension Scheme (HPS).

The High Court has found two former directors of the BHS group of companies liable for wrongful trading and misfeasance under the Insolvency Act 1986 (the Act). Relief against the directors has been ordered in the amount of £18m, with further rulings still to come.

On January 1, 2016, the Uniform Voidable Transactions Act (UVTA) was enacted in Kentucky and can be found at KRS 378A.005 e seq.  The UVTA replaces KRS 378, which contained KRS 378.010, the Kentucky fraudulent conveyance statute, and KRS 378.060, the Kentucky preference statute.  Nationally, the UVTA will replace the Uniform Fraudulent Transfer Act (“UFTA”).  According to the Conference of Commissioners on Uniform State Laws, California, Georgia, Idaho, Minnesota, New Mexico, North Carolina, and North Dakota have joined Kentucky in enacting the UVTA. 

Much has been written of late about data breaches and the liabilities for the unauthorized acquisition of Personally Identifiable Information (PII) from institutions, including financial institutions. But what about when the alleged “breach”--the release of information --is voluntarily and/or legally compelled? What are the risks for creditors who take collateral, in security for the repayment of debt, containing PII data? What are the risks to businesses when they transfer assets that include PII? What liabilities do they face? What are the rights of customers?