Contexte
En février 2012, la fermeture des hauts fourneaux de Florange divise la classe politique. Le président François Hollande s’engage alors à ce que désormais tout société voulant mettre fin à son activité en France soit soumise à l’obligation de rechercher un repreneur.
Background
In February 2012, following the highly political closing of the Florange site, a steel production plant, President François Hollande vowed that going forward any company wanting to close down its operations in France would have an obligation to first look for a purchaser.
Given the unfortunate reputation of French courts for awarding substantial damages to employees for unfair terminations, US corporations with operations in France are anxious to limit their financial and legal exposure in case of litigation initiated by their French workforce. How to achieve this efficiently is a far from rhetorical question as French employees frequently pull in the US parent company as a named defendant. The recent decision of the French Supreme Court [Cass. Soc.
The doctrine of federal paramountcy provides that where there is an inconsistency between validly enacted but overlapping provincial and federal legislation, the provincial legislation is inoperative to the extent of the inconsistency and the remainder of the provincial legislation is unaffected.
One of the more effective risk-mitigation legal tools used by senior real estate lenders is the single purpose entity borrower. Among other things, having a single purpose, bankruptcy remote borrower makes avoiding the risks of bankruptcy easier. Even in bankruptcy, if the borrower is truly single purpose, and it keeps the universe of creditors small, the senior secured lender will have an easier time defeating any plan of reorganization proposed by the borrower because it will control all of the legitimate classes of creditors by virtue of th
A recent decision at the Ontario Superior Court of Justice (Commercial List) brought to the fore the role of fairness opinions in solvent arrangement transactions. In Re ChampionIron Mines Limited (Champion) the court approved the arrangement but deemed the fairness opinion inadmissible on the basis that it failed to disclose the reasons underlying its conclusion.
In Susi v. Bourke, 2014 O.J. No. 11
A Summary
In Susi v. Bourke, [2014] OJ No 11, the Ontario Superior Court of Justice held that when all of the directors of a corporation fail to comply with their fiduciary duties, none of them can seek a remedy for oppression.
In recent years, bankruptcy courts have come closer to reaching a consensus regarding their ability to recharacterize debt into equity. Yet, beneath this consensus lies a deepening divide that lenders should be aware of. Recharacterization challenges “the assertion of a debt against the bankruptcy estate on the ground that the ‘loaned’ capital was actually an equity investment.” In re Insilco Techs., Inc., 480 F.3d 212, 217 (3d Cir. 2007) (internal citations omitted).
On October 3, 2013, the Court of Appeal for Ontario issued two significant decisions1 on the interplay between provincial environmental remediation and federal insolvency orders. The cases are of interest to environmental and insolvency lawyers across Canada. They are equally of interest to taxpayers who foot remediation costs shifted through insolvency.
Background
Bankruptcy is intended to provide a fresh start and discharge outstanding debt. But some debt is not dischargeable in bankruptcy. A Virginia bankruptcy court held last week that a judgment against the debtor for intentional trade secret misappropriation is not dischargeable.