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.

Introduction

In the recent judgment of In the Matter of Margara Shipping Limited (the “Margara Decision”)1 the Cayman Islands Grand Court provided some useful guidance on the basis on which a company can be restored to the Register of Companies (the “Register”) and subsequently wound up pursuant to section 159 of the Companies Act (2021 Revision) (the “Companies Act”) and the Grand Court Rules (2022 Consolidation) (“GCR”), Order 102, Rule 18.

The Legal Basis to Restore and Wind Up A Company

In the recent decision of Evergreen International Holdings Limited, delivered on 11 January 2022, the Grand Court of the Cayman Islands made an order for the immediate winding up of a company notwithstanding the company’s cross-applications for an adjournment of the winding up petition and the appointment of “light-touch” provisional liquidators for restructuring purposes. The Court dismissed the company’s cross-applications on the basis that there was no credible evidence which supported the company’s assertion that a viable restructuring was imminent. 

When entertaining a jurisdictional challenge to wind-up a foreign company with no place of business in Hong Kong, is it a material concern that alternative remedies for unfair prejudice are available at the company’s place of incorporation but not in Hong Kong (“Question”)?

This is often a question for faced by office-holders of insolvent companies when investigating a company’s affairs, and more of a concern for former directors and shareholders when potentially facing a claim for the return of unlawful dividends or misfeasance.

TV rental business, Box Clever, was created as a joint venture between Granada (now ITV) and Thorn (now Carmelite).

The Box Clever business was later sold and administrative receivers were subsequently appointed over Box Clever companies.

The Pensions Regulator (“TPR”) issued Financial Support Directives (“FSDs”) against five ITV companies in relation to the Box Clever defined benefit pension scheme. ITV referred the determinations to the Upper Tribunal.

In the wake of the Carillion insolvency and the Toys R Us administration, there are contrasting tales from two different UK businesses.

The engineering business Rolls-Royce is going against the trend and has announced that it will keep its defined benefits pension scheme open for current members until January 2024.

The scheme is running at a £1.4 billion surplus, which will also allow the company to decrease its contributions to its defined benefit retirement fund by £145 million over the next three years.

In the recent decision of Aurora Funds Management Limited et al -v- Torchlight GP Limited1 the Cayman Islands Court of Appeal dismissed an appeal brought in respect of an order made by McMillan J in the Grand Court validating certain payments made by Torchlight GP Limited (the "General Partner") in accordance with Section 99 of the Companies Law.

Background

At the start of 2017, UK businesses had reported a 33% risk of insolvency, compared to the end of 2017 which saw that figure increase to nearly 40%.

These figures were calculated by drawing together key performance indicators including balance sheets and records of the directors’ successful (or unsuccessful) directorship history.

What happens if a debtor is made bankrupt after a creditor has issued debt recovery proceedings?

A bankruptcy debt is any debt that the bankrupt owed to the relevant creditor at the date of the bankruptcy order, or a debt which arises under an obligation incurred by the debtor before the bankruptcy order, but one which falls due after the date of the bankruptcy order (known as contingent debts).