Conyers partner Jonathon Milne and associate Rowana-Kay Campbell in the Cayman Islands, and partner Anna Lin in Hong Kong, explain why the new Cayman restructuring regime is likely to be a welcome addition to the legislative landscape for prudent directors – particularly in light of current macro-economic conditions and the difficulties many companies are facing.

A much-anticipated corporate restructuring regime will be enacted in the Cayman Islands later this year through amendments to Part V of the Cayman Islands Companies Act.

Cryptoassets & Insolvency: Legal, Regulatory and Practical Considerations Shearman & Sterling 21 July 2022 Part I: Introduction and Background Introduction Cryptoassets have emerged from relative obscurity to become an increasingly significant and mainstream presence: in just five years the global market cap for cryptocurrencies rose from around $15bn to over $3tn at its peak in November of last year. This has fueled a prolific expansion of cryptofocussed businesses (e.g.

开曼群岛法例中的新设重组制度，大有可能受到一众审慎董事垂青 – 尤其鉴于许多公司正面对种种宏观经济状况及困难。且看康德明开曼群岛合伙人 Jonathon Milne、律师 Rowana-Kay Campbell 及香港合伙人林宛萱如何剖析其原因。

开曼群岛《公司法》第 V 部将于今年修订，当中所订立的公司重组制度，可谓万众期待。

新制度将赋予董事一项新增法定权力，董事可藉此在相关公司陷入财政困难并有意向债权人提出还款方案时，向开曼群岛法院提出呈请以委任具适合资格的重组主任。

对于在责任上须要考虑债权人利益的董事而言，上述新增权力意义重大。

本文将参照最新典据，探讨董事有何责任须考虑债权人利益，以及该等责任会因何种情况而触发。

关于新制度下的其他生效变更，请见《新设重组主任制度概览》一文。

On July 6, Delaware Bankruptcy Court Judge Craig T. Goldblatt issued a memorandum opinion in the bankruptcy cases of TPC Group, Inc., growing the corpus of recent court decisions tackling “uptiering” and other similar transactions that have been dubbed by some practitioners and investors as “creditor-on-creditor violence.” This topic has been a hot button issue for a few years, playing out in a number of high profile scenarios, from J.Crew and Travelport to Serta Simmons and TriMark, among others.

On 24 June 2022, the Honourable Mr Justice Harris (of the High Court of Hong Kong Special Administrative Region) granted assistance to Cayman Islands appointed Joint Provisional Liquidators (the “JPLs”) of Seahawk China Dynamic Fund, a solvent company incorporated in the Cayman Islands (the “Company”). Harris J ruled that the JPLs have the power to act as agents of the Company in Hong Kong. Reasons were delivered on 4 July 2022.

Later in the year amendments to Part V of the Cayman Islands Companies Act (the "Companies Act") will be introduced to commence a new restructuring officer regime available to companies in financial difficulty. Under the new regime, it will be possible to petition the Cayman Court to appoint "restructuring officers" and, from the time of filing, for the company to take the benefit of an automatic moratorium (i.e. akin to a US Chapter 11 stay or English administration moratorium).

A fundamental principle of insolvency law in the Cayman Islands is that upon the commencement of a liquidation of a company, a line is drawn in the sand and the assets of an insolvent company should be distributed on a pari passu basis (e.g. each unsecured creditor should share equally in the available assets of the company). While subject to some exceptions (like any good fundamental principle of law), the concept that all unsecured creditors should be on “equal footing” is the basis for a wide array of insolvency legislation and case law.

Since our last blog on this topic, the English court has provided further guidance on certain key issues and novel features relevant to restructuring plans and schemes of arrangement in its recent judgments on Amigo Loans, Smile Telecoms, EDF & Man, Re Safari Holdings (Löwen Play) and Haya. This piece provides an overview of key points from these cases.

In the recent judgment In the Matter of GTI Holdings Limited delivered on 15 March 20221 , the Cayman Islands Grand Court reiterated the importance of principles of comity in cross-border insolvency matters and the central function of the place of incorporation.

A copy of the full judgment is available here. 

Background

Conyers were instructed by Silver Base Group Holdings Limited (“Silver Base”) in relation to a successful application for the appointment of “light-touch” provisional liquidators for restructuring purposes before the Grand Court of the Cayman Islands.