If the overarching theme of 2024 was continued uncertainty (Ten litigation trends to watch for 2024), 2025 already looks set to be another unpredictable year. Various doom-laden economic forecasts indicate that 2025 will be a challenging year for the UK economy.

KEY TAKEAWAYS

Overview

It has been just over 6 years since the Bill for the Prescription (Scotland) Act 2018 ("the 2018 Act") received royal assent. Sections 5 and 13 of the 2018 Act came into force, perhaps earlier than most anticipated, on 1 June 2022. Since then, depending on who you speak to, you are likely to hear differing opinions on whether enough has been done to re-balance the 'defender friendly' discoverability test developed though cases such as Morrison and Gordon's Trustees.

The appointment of an independent director is a powerful tool for private credit lenders. The appointment is designed to introduce a voice of neutrality and fairness into the board’s decision-making process with the hope and expectation that independence from the controlling shareholder enables the board to drive toward viable value-maximizing strategies. Often times, the independent director is vested with exclusive authority (or veto rights) over a range of significant corporate decisions, including a sale, restructuring and the decision to file a bankruptcy case.

1. はじめに

私的整理への多数決原理の導入（私的整理の多数決化）は、過去  10  年余りの間に何度か検討されてきたが、現在、経済産業省の主導により、改めて議論が進められている。背景としては、私的整理において金融債権者全員の同意が必要であることが、事業再生の円滑化に向けた課題として指摘されてきたことがある。 2022  年  6  月、自動車部品供給会社であるマレリホールディングス㈱の事業再生  ADR  手続（私的整理の一種）が、一部の外資系金融機関の反対により不成立となった（最終的には、民事再生手続における簡易再生という特則を利用）のは、そのような課題が表面化した例の一つである。

2. 事業再構築小委員会報告書について

A note on In the matter of Restore Builders Limited En Désastre [2024] JRC 290.

The Royal Court of Jersey has recently held, for the first time, that the actions of a Jersey company director constituted wrongful trading and ordered that he be personally liable for the company's debts and disqualified as a director for ten years.

Introduction

Overview

In a very litigious and long-running saga concerning some land near Bicester, a recent judgment involved parties applying to remove the Administrators.

In summary:

Irish companies can now avail of various methods with which to merge, migrate or spin off all - or portions of - their businesses with other European Union (“EU”) limited liability companies. In our experience, these restructuring tools can be particularly useful for global post-acquisition integration, carve-out, spin-off or rationalisation projects. This has been made possible by an EU directive introduced into Irish law on 24 May 2023 by the European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 (the “Regulations”).

key takeaways

Published on 21 January 2025, In the matter of Restore Builders Limited [2024] JRC290 (“Restore Builders”), is the first time the Royal Court of Jersey (“Court”) has made a wrongful trading order.

As discussed below, the Court held that Thomas McLaughlin (“Respondent”) be disqualified as a company director for 10 years, and be personally responsible for the debts of Restore Builders Limited (“Company”).