July 2018

2018 Summer review M&A legal and market developments

In this issue...

Contractual provisions.............................................................1 Company law...........................................................................4

Listed companies....................................................................7 Good faith................................................................................9

Authors: Philip Broke, Veronica Carson

"Ipso facto" amendments to the Corporations Act - what does this mean and what impact does it have on your contracts from 1 July 2018?

Overview

Commercial contracts commonly include a term which permits one party to exercise certain contractual rights (including the right to terminate) if the other party is either insolvent or at the risk of becoming insolvent. Such clauses are commonly called “ipso facto” clauses.

European Leveraged Finance Alert Series: Issue 6, 2018

One: Regulatory framework for Lending in Spain

In its April 2018 decision, the BGH ruled on the question whether the directors of a company that has been granted debtor in possession status by the respective insolvency court can become personally liable for a breach of a duty of care vis-à-vis the creditors like an insolvency administrator. The underlying legal question was the subject of a controversial academic discussion in the past.

2018 will be a year of change, challenges and opportunities for banks and financial services providers.

With miserable Christmas trading figures exacerbating an already challenging climate for UK retailers, a growing number of companies are turning to company voluntary arrangements ("CVAs") as a possible source of respite. Most commonly used by retailers and other UK companies to impose improved lease terms on their landlords, CVAs look set to come back into fashion.

Market Backdrop

On 8 November 2017, the High Court released its decision in Re Attilan Group Ltd [2017] SGHC 283 (the "Attilan" case). The decision is interesting as it marks the first time the High Court had the opportunity to hear arguments on section 211E of the Companies Act (the "Act") on super priority for rescue financing.

The new laws have made Singapore more attractive 

The maritime and offshore (M&O) sector has endured almost a decade of distress since the global financial crisis. Overzealous ordering of newbuild vessels during the boom years, made available by cheap credit and the lure of increasing global demand, has left many sectors of the maritime industry oversaturated.

There is much to admire in the EU's handling of the Italian banking crisis, but in allowing two lenders to escape BRRD rules, it has raised questions on the consistency of the EU state aid and resolution framework.

This review concerns a number of amendments to Federal Law "On insolvency"1 (the "Law") introduced by federal laws No. 222-FZ2 and No. 488-FZ3, and the interpretation of the amendments in the Review of Court Practice on Matters Related to Participation of State Authorities in Insolvency Proceedings and Procedures Applicable in these Proceedings, approved by the Presidium of the Supreme Court of the Russian Federation on 20 December 2016 (the "Review").

This review covers the following most important amendments: