ICC Judge Burton’s judgment in Dale & Ors v BDO LLP (Re NMCN PLC and NMCN Sustainable Solutions Ltd) [2025] EWHC 446 (Ch) follows an administrators’ application under ss 235 and 236 Insolvency Act 1986 for the former company auditors, BDO LLP, to deliver up audit files for 2018 and 2019 to enable the administrators to investigate whether BDO had breached duties owed to the companies. The application was resisted. The points of contention were:
(1) whether, as the companies’ auditors, BDO were an “officer” for the purposes of s 235;
The judgement of Hodge Malek KC, sitting as a deputy High Court judge, in Marko Ventures Ltd v London Antiaging Clinic Ltd [2025] EWHC 340 (Ch) deals with a contested application for an administration order under para 12(1)(c) Sch B1 Insolvency Act 1986. The order appointing joint administrators was sought in respect of London Antiaging Clinic Ltd by Marko Ventures Ltd, the majority shareholder in and principal funder of the company, which runs a health, beauty and wellbeing clinic in London.
On 26 February 2025, Deputy Master Scher handed down judgment in the case Suman Bhatia v Christopher Purkiss, as liquidator of JD Group Limited [2025] EWHC 359 (Ch). Wedlake Bell LLP (partner Edward Saunders), and Nora Wannagat (Tanfield Chambers) acted for the successful liquidator.
A copy of the judgment is available here.
Background
Starting life as a market trader, Balvinder Shergill went on to run a number of companies, mostly in the furniture business. Two of his early companies used the trading style Houghton Furnishing. After they stopped doing business, Mr Shergill went on to become involved as a director in five other companies.
Section 216 Insolvency Act 1986 provides that a person who has been a director of a company at any time in the 12 months before it goes into insolvent liquidation is prohibited for five years from being a director of, or directly or indirectly being concerned in or taking part in, the promotion, formation or management of a company with the same or similar name to the liquidated company (a “prohibited name”). Section 217 imposes personal liability on a director for debts incurred by a company which acts in breach of s 216.
Liability management transactions which may favour a subset of creditors over another are increasingly common in the US leveraged finance markets. 2024 may be seen as the year in which these US imports began to make a real impact in Europe. Which strategies could creditors employ to protect themselves from unfavourable treatment where such transactions are attempted?
The securitization or structured finance market has evolved from its early origins focused primarily on financial assets (e.g., mortgages, receivables, loans credit card accounts, etc.) to the world of non-traditional or esoteric securitizations with exciting new assets.
Following an overhaul of the Singapore insolvency regime which came into force on 30 July 2020, the insolvency and restructuring framework was consolidated in the omnibus Insolvency, Restructuring and Dissolution Act 2018 (IRDA). One of the key features of the IRDA was to amend the then-existing construct of statutory avoidance actions in Singapore.
Overview of statutory avoidance provisions following IRDA
The US appears likely to enter a default cycle in the near future, according to senior fund managers and economists. A recent bout of M&A transactions involving chapter 11 cases point in the same direction. Taking deals involving bankruptcy cases as a proxy for distressed M&A, 16 such transactions were announced in the US in Q1, up 14.3 percent year on year, according to Dealogic. The aggregate value of those deals reached US$1.8 billion, a gain of 76 percent from the same period in 2023.
In Foo Kian Beng v OP3 International Pte Ltd (in liquidation) [2024] SGCA 10 (OP3 International)1 the Singapore Court of Appeal considered the trigger for when the director's duty to consider the interests of creditors is engaged (referred to in the judgment as the Creditor Duty).
The Court held that: