Introduction
In finance transactions, security over Guernsey situs assets is usually taken by way of security agreement under the Security Interests (Guernsey) Law, 1993, as amended (the "Law").
The States of Guernsey has announced the recommendations from the consultation carried out on proposed changes to the Companies (Guernsey) Law 2008. This coincides with a judgment from the Royal Court highlighting the timely nature of proposed changes.
The 2008 Law was the result of a wholesale revision and consolidation of the corporate legal framework. Whilst its focus was on corporate law it also encompassed the insolvency regime in Guernsey. The consultation exercise was to determine what, if any, changes may be required now that the 2008 Law had been in place for some time.
On 13 June 2012 the Financial Institutions (Special Measures) Act (Wet bijzondere maatregelen financiële ondernemingen; "Intervention Act") entered into force with retro-active effect as of 20 January 2012). The Intervention Act includes new powers for the Netherlands Central Bank ("DNB") to procure that a bank or insurer which is experiencing serious financial problems is transferred, in whole or in part, to a third party.
This Briefing addresses the usual manner in which solvent voluntary liquidations proceed. The discussion is subject to the particular provisions of the Memorandum and Articles of Association of any company seeking a voluntary liquidation.
Where a company is not a regulated entity, has no liabilities and is able to pay its debts as they come due, a voluntary winding up and dissolution may be commenced by a resolution of directors.
Where it is proposed to appoint a voluntary liquidator, the directors of the company shall:
Introduction
With the continuing development of sophisticated cross-border financial transactions, certain contractual practices have evolved and, with the passage of time, become recognised as standard in the relevant marketplace. Financial centres such as Jersey monitor such developments with a view to implementing policy and/or legislation as may be required or desirable to maintain and enhance the reputation of Jersey as a jurisdiction of choice for such cross-border transactions.
(Originally published on September 29, 2011)
The Act of May 20 2011 implements EU Directive 2009/44/EC (amending the EU Settlement Finality Directive and the EU Collateral Directive), and amends the Collateral Act of August 5 2005. The Collateral Act has always been a lender-friendly implementation of the Collateral Directive. Most of its provisions have not changed and in general, the Collateral Act remains favourable to creditors in insolvency situations and other contexts.
Constitution and perfection of collateral arrangements
Constitution and perfection of collateral arrangements
Insolvency aspects of collateral arrangements
Beneficiary of collateral
Remedy for potential conflict with depository
Rights attached to the collateral
Constitution and perfection of collateral arrangements
Insolvency aspects of collateral arrangements
Beneficiary of collateral
Remedy for potential conflict with depository
Rights attached to the collateral
Since the entry into force of the Financial Collateral Act of 15 December 2004 (the "Collateral Act") implementing Directive 2002/47/EC on financial collateral arrangements as regards linked systems and credit claims (the "Collateral Directive"), financial collateral arrangements have benefitted from increased flexibility and legal certainty in Belgium.