Howard Morris and Sonya Van de Graaff, Morrison & Foerster LLP and Katten Muchin Rosenman LLP

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

Scope of the chapter

This 2022 review provides an overview of recent Australian Restructuring and Insolvency activity along with the laws, their application and recent trends and development in restructuring and insolvency activity.

Chapters:

Restructuring & Insolvency analysis: For the first time in this jurisdiction, the court has ordered the winding up of a listed plc on the just and equitable ground under section 122(1)(g) of the Insolvency Act 1986 (IA 1986) for loss of substratum. In a reserved judgment handed down on 17 March 2022 (following a two-week trial in February 2022), the High Court has clarified and modernised English law in line with more recent Australian authorities.

The recent English High Court decision of Re Glam and Tan Ltd [2022] EWHC 855 (Ch) highlights the ways in which a director can be found liable, as well as the reasons why they may be relieved of responsibility for breaches of section 212 of the Insolvency Act 1986, which penalises delinquent directors and officers.

The legislation

An analysis of the UK’s corporate rescue tools: The Company Voluntary Arrangement, the Scheme of Arrangement and the Restructuring Plan.

When it comes to options for the rescue of a distressed UK corporate, there had for a very long time been a growing mood of regret amongst practitioners that there was no comprehensive restructuring tool. That all changed with the introduction of the Restructuring Plan (RP).

But, as with all things new, the evitable question is: what happens to the old?

Our recent updates have explained the rise in instances of fraud and the civil litigation options open to victims of fraudulent conduct.

A recently published case has shone a new light on the well-known fact of English company law – that a company has its own legal personality and is therefore separate and distinct from its members and directors.

Thus, a company shields its members and directors from most liabilities. For directors, this protective veil is pierced in certain limited circumstances such as those set out below.

The Corporate Insolvency and Governance Act 2020 (Coronavirus) (Extension of the Relevant Period) Regulations 2020 (SI 2020/1031) which allowed a temporary relaxation for companies to hold a virtual annual general meeting (AGM) is no longer in force.

Matthew Czyzyk, Natalie Blanc and Natalie Raine, Ropes & Gray

This is an extract from the 2022 edition of GRR's Europe, Middle East and Africa Restructuring Review. The whole publication is available here.

In summary

In our last blogpost (here) we reported how the court had, for the first time, exercised its power under s. 901C(4) Companies Act 2006 to exclude a company’s members and all but one class of its creditors from voting on a restructuring plan under Part 26A. The facts of this case are set out in more detail in that blogpost.