Dissolution is the process of de-registering a company from the company registry at the Department of Business Development (“DBD”). When considering the life cycle of a business operation, the voluntary dissolution by the shareholders appears to be the usual way to end the company’s operations. There are several circumstances that will lead companies to the dissolution and subsequently, the liquidation process. Under Sections 1236 and 1237 of the CCC, a limited company may be dissolved by the following causes:

In today's rapidly evolving business landscape, businesses find themselves at the intersection of technological innovation and geopolitical and economic turbulence. Despite the increased reliance on software systems and digital infrastructure, it remains peculiar that in many EU Member States there's still no clear framework for handling software licenses in insolvency.

On 27 May 2024, the draft bill on transfer of undertaking in bankruptcy (in Dutch: Wetsvoorstel overgang van onderneming in faillissement, the WOVOF) was made available for internet consultation. The WOVOF aims to increase the protection of employees in case of bankruptcy, and more particular, in case of a restart (in Dutch: doorstart). The WOVOF introduces, amongst other things, an obligation for the acquirer in a restart to (in principle) offer employment to all employees from the bankrupt company. This and other measures will be discussed in detail in this this news blog. 

This overview includes case law since mid-2022 and provides an overview of legal amendments that have a practical impact on national and international contracts.

Insolvency-based rescission clauses

作者：曲淼

引言：2023年12月29日全国人大常委会审议通过的新《公司法》，删除了2018年《公司法》中16个条文，实质性修改了112个条文。其中，新《公司法》对公司存续情况下是否应当赋予公司债权人对未届期出资股东的出资请求权这一焦点问题做出了回应，在“注册资本认缴制“转变为“有期限的认缴制”的大前提下，进一步放宽了股东出资义务加速到期的条件。

原《公司法》体系下的股东出资期限利益：

原《公司法》规定公司注册资本认缴制的目的，是为了减少创业者的资金需求、减轻创业者的资金压力，从而达到鼓励创业、繁荣市场经济的目的。在这一体系下，股东享有出资期限利益，在公司章程规定的出资期限届满前，股东可以以其出资期限利益对抗公司及债权人。但是这一制度在赋予股东出资利益期限的同时也带来了诸多问题。如在股东出资期限尚未届满，公司不具备清偿能力且又未申请破产的情况下，一些股东往往据此规避法院的强制执行。债权人无法依据现有规定主张未出资股东承担责任，其合法权利得不到有效保护。

Avoidance actions are a household staple for insolvency administrators to increase the insolvency estate in Austria. The current European Commission’s Proposal for a Directive (COM (2022)702) now aims to harmonise contestation rights in insolvency across all European member states.

This article will look at the recent decision of David Doyle J in In the Matter of HQP Corporation Limited (in Official Liquidation) (7 July 2023) and its effect on the ability of investors to recover damages from a company in which they have acquired shares as a result of a fraudulent misrepresentation.

Introduction

The case involved an application by liquidators for direction in relation to three issues in the winding up of the Company:

In FamilyMart China Holding Co Ltd (Respondent) v Ting Chuan (Cayman Islands) Holding Corporation (Appellant) (Cayman Islands) [2023] UKPC 33, the Privy Council has provided useful guidance about the interplay between an arbitration agreement and exercise of the Cayman court’s powers and discretion to wind up a company on just and equitable grounds.

Belgium had accumulated a significant legislative backlog within insolvency law. The European Directive 2019/1023 on restructuring had to be transposed into national law by the member states by 17 July 2022 at the latest. The Belgian government did not submit a draft bill to this effect until 20 March 2023. This draft has since been voted into law and will enter into force on 1 September 2023.

Several amendments are being made to (among others) Book XX of the Belgian Economic Law. The main amendments are briefly discussed below.

A “pre-pack” is a sale of all or part of a distressed company’s business or assets, negotiated before the company enters a formal insolvency process and executed by the appointed insolvency practitioner immediately after the insolvency process begins.