In UK venture deals, investors often negotiate the right to appoint a director to the company’s board (as a rule of thumb, an investor with 5% to 10% or more of the company might ask for board rights). On paper, it makes sense, giving a seat at the table, direct access to management, and visibility on key decisions. But before taking that seat, we often advise investors to ask themselves: is it worth the hassle?

The retail and hospitality sector in Australia remains relatively steady in terms of financial performance. However, retailers, including those in hospitality, continue to be faced with some persistent headwinds and difficult trading conditions. In our three (3) part series, we cover some of the challenges facing Australian businesses in the sector, including those exposed to external administrations, the strategies that are working via administration, and how early intervention and turnaround strategies can help preserve long term enterprise value for stakeholders.

Section 182 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) (“CWUMPO”) renders the disposition of a company’s property after the presentation of a winding-up petition against it void, subject to any validation order granted by the court. This provision serves to preserve the company’s assets at the date of the winding-up petition for the general benefit of creditors, and to ensure that the statutory scheme of pari passu distribution can be implemented.

Introduction

Before the landmark decision of the Hong Kong Court of Final Appeal in Guy Kwok-Hung Lam v Tor Asia Credit Master Fund LP [2023] HKCFA 9 (“ReGuy Lam”), there had been a long-standing debate over the impact, if any, of an exclusive jurisdiction clause in favour of a foreign court (“EJC”) on the presentation of bankruptcy / winding-up petitions.

The recent Privy Council decision in Sian Participation Corp (In Liquidation) v Halimeda International Ltd[2024] (SPC) has overturned a principle of English law relating to the interaction between a contractual agreement to arbitrate and traditional insolvency measures where a debt is said to be disputed without substantial grounds.

10 years after the publication of Revision 6 (2014 edition) of the Model Form of Contract for the design, supply and installation of electrical, electronic and mechanical plant (MF/1), the Institution of Engineering and Technology (IET) has released Revision 7 (2024 edition), shortly followed by an erratum containing a summary of corrections.

Regular users of the MF/1 may be comforted to know that the risk profile of the contract has not changed though the door has been opened to extending the duration of liability for latent defects, as discussed below.

Another groundbreaking judgment from the ADGM Courts in the NMC matter 📢🇦🇪👨🏻⚖️ and another example of the ADGM Courts drawing important parallels between ADGM and English law.

English proceedings re NMC Health Plc are also ongoing. In his judgment at CFI on 8 July 2024, Sir Justice Andrew Smith found that:

1. The ADGM Courts can make an order in respect of the fraudulent carrying on of the business of a company prior to the time at which that company was continued in the ADGM.

Introduction

What happens when monies are loaned for a specific purpose but that purpose fails? Should those monies fall within the general assets of the recipient upon bankruptcy or insolvency?

Question

When a contracting party declares bankruptcy, it is crucial to grasp the implications for existing contracts. This article highlights the most important legal ramifications for the non-bankrupt parties involved.

Continuation or Termination