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.
SNDA Basics
A subordination, nondisturbance and attornment agreement (“SNDA”) is commonly used in real estate financing to clarify the rights and obligations between the owner of rental property (i.e., the borrower), the lender that provides financing secured by the property, and the tenant under a lease of the property in the event the lender forecloses or otherwise acquires title to the property. As suggested by its name, an SNDA has the following three primary components:
The United States Supreme Court (the “Court”) recently issued a long-awaited decision in Czyzewski v. Jevic Holding Corp. (“Jevic”), which limits the use of “structured dismissals” in Chapter 11 bankruptcy cases, requiring structured dismissals pursuant to which final distributions are made to comply with the Bankruptcy Code’s priority scheme, or the consent of all affected parties to be obtained.1
What is a Structured Dismissal?
The new Companies Ordinance (Cap 622) enacted in 2012 was the first part of the effort to rewrite the statutory provisions relating to the incorporation and operation of companies. The remaining task of updating the winding up and insolvency provisions was completed in May 2016, when amendments to the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) (CWUMPO) were passed into law. Although the implementation date of these amendments are to be announced by the government, it is time to look at the significant changes ahead.
The proposed bankruptcy sale of Golfsmith International Holdings to Dick’s Sporting Goods was recently approved, after the privacy ombudsman recommended that almost 10,000,000 consumer records (i.e., the personal information of consumers) of Golfsmith International Holdings can be transferred to Dick’s Sporting Goods.
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.