The Companies Act 2014 (the "Act") was recently passed by the Irish parliament and is expected to be brought into force on 1 June 2015 (the "Commencement Date").  The Act is largely a consolidation and modernisation exercise. 

However, there are a number of significant areas which modify existing companies legislation and which lenders will need to consider both in the run-up to the Commencement Date and afterwards.  In particular these relate to:

The Court of Appeal has recently clarified that if a foreign company, being a shareholder of a Cayman Islands company, issues a winding up petition against that company and there is evidence that the petitioning company will be unable to pay an adverse costs order if the respondent is successful at trial, then the Cayman Islands court has an inherent jurisdiction to order the petitioning foreign company to provide security for the respondent's costs – Re Dyxnet Holdings¹.

In Lewis Holdings Limited & Others v.

Last week, the Cayman Islands Court of Appeal handed down its judgment in Weavering Macro Fixed Income Fund Limited (in Liquidation) (the "Fund") v Stefan Peterson and Hans Ekstrom (the "Directors").  The appeal from the first instance decision was allowed and the Grand Court's order of 26 August 2011 was set aside.  

In Dutch case law it has long been held that the bankruptcy of a Dutch partnership automatically entails the bankruptcy of each of the partners. In a decision that explicitly breaks with previous case law, the Dutch Supreme Court found on 6 February 2015 that the bankruptcy of a Dutch partnership does no longer entail the bankruptcy of its partners.

1.   Introduction

On 21 November 2014 the draft Dutch Implementation Act for the European Framework for the Recovery and Resolution of Banks and Investment Firms (the "Implementation Act") and draft guidelines were published for public consultation purposes. The Implementation Act is designed to implement the Bank Recovery and Resolution Directive ("BRRD") and to apply the Single Resolution Mechanism ("SRM").

On 26 November 2014 the Judicial Committee of the Privy Council (the "Privy Council") handed down its judgment in the appeal brought by Stichting Shell Pensioenfonds ("Shell") against the joint liquidators of Fairfield Sentry Ltd ("Fairfield Sentry") (the "Liquidators"), the largest feeder fund to Bernard L. Madoff Investment Securities LLC ("BLMIS").¹ 

On 10 November 2014, the Privy Council handed down its decision in Singularis Holdings Limited v PricewaterhouseCoopers¹, together with its decision in a related case, PricewaterhouseCoopers v Saad Investments Company Limited², both on appeal from the Court of Appeal in Bermuda. The decision provides guidance on the application of the principle of modified universalism.

Introduction

Supreme Court of the Netherlands 11 July 2014 (ABN AMRO vs Berzona)