簡介

最近在Nuoxi Capital Ltd (In Liquidation in the British Virgin Islands) v Peking University Founder Group Co Ltd [2021] HKCFI 3817一案中，香港法院裁定，儘管香港法院承認維持完好契據（「維好契據」）的提供者在內地所提出的清盤程序並向管理人提供各種協助，但境外債券持有人在維好契據下的權利仍應根據合約的專屬司法管轄權條款在香港裁決。

維持完好安排與釋疑函件類似，都是內地企業支持其附屬公司發行境外債券的常用增強信貸方式。由於維好契據不構成擔保，內地企業集團往往以此規避禁止為境外債務提供抵押的規定。

背景

Introduction

The FCA has issued proposed guidance on its approach to compromises by regulated firms, which will have the effect of putting consumer outcomes front and centre for any firm proposing a compromise with retail customers. With a particular focus on schemes (or other compromises) relating to redress liabilities - for instance in relation to mis-selling claims - the guidance inevitably recalls many of the aspects of the ill-conceived scheme proposed by Amigo Loans last year, which the High Court ultimately refused to sanction.

Tommy Robinson, founder of the English Defence League was in court last week being pursued by the many people he owes money to. This has increased scrutiny on whether he genuinely disposed of assets in his timely divorce from Jenna Lennon.

In Re AFM (1932) Ltd (in liquidation) [2021] EWHC 3460 (Ch) the court confirmed that where an applicant is already contractually entitled – as against another party - to be reimbursed, together with interest, by that other party in an amount equivalent to the value transferred by that applicant under a related transaction, there cannot be a transaction at an undervalue pursuant to section 238 of the Insolvency Act 1986.

Facts

Creditors of English Defence League founder Tommy Robinson (real name Stephen Yaxley-Lennon) have appointed a licensed insolvency practitioner to act as his Trustee in Bankruptcy to investigate any claims against him and seek to recover any hidden assets.

Robinson applied for bankruptcy shortly after his divorce in February 2021, and while libel proceedings were ongoing against him. A bankruptcy order was made on 3 March 2021. In July 2021, Robinson was ordered to pay £100,000 in damages, together with legal costs, on top of his bankruptcy debts, which are estimated at £2m.

In what is believed to be the first reported decision on this issue, the High Court has allowed an appeal under section 205(4) of the Insolvency Act 1986 (IA 1986) against a decision of the Secretary of State to defer the dissolution of a company in liquidation.

A link to the judgement can be found here.

The facts

Administrators of Arena Television are reportedly investigating an alleged fraud involving millions of pandemic loans, where government-backed loans were offered to businesses to help them deal with the pandemic, and are suing two of the directors for breach of fiduciary duty. More companies may be in a similar position as, according to the National Audit Office, it is likely that the level of fraud in the bounce back loan scheme ranges from £3.5bn to £4.9bn. Who can claim these ill-gotten gains?

Directors’ duties

簡介

最近在Re Hsin Chong Construction Co., Ltd. [2021] HKCFA 14一案中，終審法院推翻了原訟法庭及上訴法庭（「上訴庭」）的裁決。與上訴庭及原訟法庭的裁決相反，終審法院裁定，於新昌開始清盤後出售其在合營協議項下剩餘權利及權益的交易是無效的。

背景

新昌營造廠有限公司（「該公司」）及Build King Construction Limited（「Build King」）於2013年11月訂立一份合營協議（「合營協議」），以成立及經營一間合營公司（「合營公司」）。合營公司於2016年6月獲得一項大型政府項目合約，其中該公司佔65% 權益，Build King佔餘下35% 權益。

該公司於2017/2018年度開始面臨財政困難。2018年8月27日，該公司被入稟清盤，導致該公司的銀行帳戶被凍結。

Introduction

In the recent case of Re Hsin Chong Construction Co., Ltd. [2021] HKCFA 14, the Court of Final Appeal (“CFA”) overturned the decisions of the Court of First Instance and the Court of Appeal (“CA”) below. The CFA found, contrary to the CA and Court of First Instance, that the disposition of Hsin Chong’s residual rights and interests under a joint venture agreement after the commencement of winding up was void.

Background