受疫情影响，英国越来越多的企业出现运营困难。虽然英国政府出台了多种补救措施，但仍会有很多企业将不可避免地面临破产。对因各种原因可能受到英国公司破产影响的中国公司或个人，本文将从英国破产法角度简要介绍英国公司破产程序、这些程序对于公司和普通债权人的保护，以及担任破产公司董事需要关注的问题。
一. 公司什么时候算破产？
英国的破产法规定主要来源于《1986年破产法》（Insolvency Act 1986）和《1986年破产规则》（Insolvency Rules 1986）。虽然《1986年破产法》没有给破产以明确的定义，但采用了"无力偿还债务"的概念。因此，在英国公司破产一般包含两种情况：一是公司没办法支付债务（现金流量破产 – Cash-flow insolvency），二是公司负债大于资产（资产负债表破产- Balance-sheet insolvency）。
现金流量破产一般表现为公司没办法支付其现有的债务。值得注意的是，即使公司可以支付现有债务，但如果没办法支付其在不远的未来产生的债务也将被视为破产。
Legislative Decree No. 1511, which was recently enacted in Peru, provides for a special bankruptcy procedure called the Expedited Procedure for Bankruptcy Refinancing (“PARC” for its initials in Spanish), which is intended to help businesses affected by the coronavirus disease 2019 (COVID-19) pandemic negotiate with their creditors and agree on an orderly restructuring of debt payments to avoid insolvency.
Several aspects of PARC merit special attention, including the following:
The Corporate Insolvency and Governance Bill introduces a new standalone moratorium procedure for companies. The moratorium is part of a package of significant legislative reforms contained in the Bill and intended to enhance the UK’s restructuring rescue culture. These were originally consulted on in 2018 and have now been fast-tracked to deal with the COVID-19 pandemic.
The rapidly changing impact of COVID-19 on companies and the wider economy presents directors with the unenviable task of balancing the immediate need to secure the survival of their company against the longer-term implications for their stakeholders. In March, the UK Government announced that wrongful trading measures would be temporarily suspended to ease this pressure. The suspension measures are included in the Corporate Insolvency and Governance Bill, which introduces both temporary measures, such as this, and permanent and significant changes to UK insolvency law.
On 23 April 2020, the UK Government announced that the use of statutory demands and winding-up petitions would be restricted to ‘safeguard the UK high street against aggressive debt recovery actions' during the COVID-19 pandemic.
L’art. 1 del cd. Decreto Liquidità prevede come noto la possibilità per imprese di ogni dimensione di accedere a finanziamenti bancari assistiti in misura variabile da garanzia prestata da SACE.
Nel suo articolato, la norma si riferisce alla “impresa beneficiaria” quale destinataria del finanziamento; sono tuttavia numerosi i riferimenti al gruppo di appartenenza di tale impresa, principalmente ai fini del calcolo dei parametri ma anche in relazione ad obblighi (ad esempio l’impegno a non deliberare la distribuzione di dividendi deve riguardare tutte le società del gruppo).
A company’s intellectual property rights[1] are some of its most valuable and most enduring assets. They are also often the most encumbered, or the most enhanced, by contract.
On 22 May 2020, Justice Black of the Supreme Court of NSW issued judgment In the matter of Wollongong Coal Limited and In the matter of Jindal Steel & Power (Australia) Pty Ltd [2020] NSWSC 614. The judgment sets out his Honour’s reasoning for granting the orders sought in a largely unprecedented application to effectively ‘re-enliven’ two schemes of arrangement which automatically terminated prior to being completed.
In Canada, the federal government enacted the Bankruptcy and Insolvency Act R.S.C., 1985, c. B-3 (“BIA”), which is intended to relieve honest but unfortunate debtors of their debts and to organize a process that allows for an orderly administration of the estate of the debtors.
The process created by the BIA sets out the duties and obligations of the various stakeholders involved in the insolvency proceeding and it establishes numerous deadlines by which certain tasks are required to be accomplished.
Some of the more salient delays include:
On March 27, 2020, Congress enacted, and President Trump signed into law, the Coronavirus Aid, Relief and Economic Security (CARES) Act to provide financial relief to individuals and small business harmed by the coronavirus disease 2019 (COVID-19) pandemic. The CARES Act included an initial allocation of $349 billion to the Paycheck Protection Program (PPP), a convertible loan program under Section 7 of the Small Business Act (SBA).