A summary winding up is the procedure used to wind up a solvent Jersey company under the Companies (Jersey) Law 1991 (the 1991 Law). 

This guide examines the procedure for carrying out a summary winding up. 

Steps

The steps necessary to carry out a summary winding up are as follows:

In times of financial uncertainties, and the subsequent distress that may follow, companies may have to look for ways to soften the financial burden they bear during this particular period.

The following options (a non-exhaustive list of "out of court" options) are usually put on the table:

The High Court has recently held that the appointment of administrators by a sole director of a company with unamended Model Articles was valid.  

Background 

The document allegedly appointing the administrators of the company was a standard set of board minutes, reportedly chaired by a man and recording that a quorum was present. In fact, there was no meeting, and the decision was taken alone by the sole female director. 

Christopher J Howard, Sullivan & Cromwell LLP

This is an extract from the third edition of GRR's The Art of the Ad Hoc. The whole publication is available here.

Introduction

The High Court has held that where companies have adopted the model articles without amendment, any sole director acting has the power to pass resolutions acting alone.

The much-anticipated and welcome reforms to the Cayman Islands restructuring and insolvency legislation will come into force on 31 August 2022.

Conyers partner Jonathon Milne and associate Rowana-Kay Campbell in the Cayman Islands, and partner Anna Lin in Hong Kong, explain why the new Cayman restructuring regime is likely to be a welcome addition to the legislative landscape for prudent directors – particularly in light of current macro-economic conditions and the difficulties many companies are facing.

A much-anticipated corporate restructuring regime will be enacted in the Cayman Islands later this year through amendments to Part V of the Cayman Islands Companies Act.

Later in the year amendments to Part V of the Cayman Islands Companies Act (the "Companies Act") will be introduced to commence a new restructuring officer regime available to companies in financial difficulty. Under the new regime, it will be possible to petition the Cayman Court to appoint "restructuring officers" and, from the time of filing, for the company to take the benefit of an automatic moratorium (i.e. akin to a US Chapter 11 stay or English administration moratorium).

During the course of 2022, Part V of the Cayman Islands Companies Act (the "Companies Act") will be amended to introduce a new restructuring officer regime available to companies in financial distress, which can be accessed without the need to present a winding up petition to the Grand Court of the Cayman Islands ("Cayman Court").

The High Court has sanctioned the Part 26A restructuring plan of E D & F Man Holdings Limited (the Plan) on which Freshfields has advised the E D & F Man Group (the Group). The Plan represents the first full-scale financial restructuring to utilise cross-class cram-down in respect of a financial creditor class and to amend articles of association. This scenario represents the paradigm use case practitioners and commentators envisaged when Part 26A was introduced in 2020.