During summer 2023 the Swedish Government Official Report (SOU 2023:34) (the “Report”) was published proposing, inter alia, the removal of the requirements of a limited liability company to prepare a control balance sheet (Sw. Kontrollbalansräkning) and eventually enter into liquidation upon shortage of own capital. Instead, the suggestion was that the emphasis should be shifted more towards liquidity and solvency. The Report has now been through a referral process and by 15 December 2023 various referral bodies had submitted their responses to the Report.

Judgments on claims for fraudulent trading (s 213 Insolvency Act 1986) do not come along every day: they are hard to make good. A recent example is, however, that of Charles Morrison (sitting as a Deputy Judge of the High Court) in Bouchier & Anor v Booth & Anor [2023] EWHC 3195 (Ch). It runs to 281 paragraphs and covers a wide range of law and fact.

A Members Voluntary Liquidation ("MVL") is a process undertaken by a solvent company to wind up its affairs in an orderly manner when the company has concluded its activities and the shareholders wish to distribute the remaining assets amongst themselves.

To avail of a MVL, the company must be solvent i.e. the directors must be able to execute a statutory declaration that they are of the opinion that the company will be able to pay its debts in full within 12 months of the commencement of the winding up.

The steps involved

随着国际形势与经济环境日益复杂严峻，中资美元债市场动荡加剧，频频爆雷，违约数量和金额不断创历史新高。本系列文章第二部分系从英国法和中国内地法探讨中资美元债所涉增信措施——维好协议。对此，笔者已在第二部分上篇中与各位读者分享了英国法下维好协议的效力判定等问题，下篇则将视角回归中国内地法，探寻以下问题：维好协议是否具有约束力？是否构成保证担保？涉及维好协议的域外裁判能否获得中国内地法院的承认与执行？以期为妥善处理和解决适用中国内地法的相关争议探寻参考路径。

第二部分 发债增信担保措施之——维好协议（下）

3. 维好协议在中国内地法律及司法实践中的归类与定性

3.1. 维好协议的产生背景及最新监管政策

Der Aufsichtsrat ist ein Kontrollorgan. Er überwacht die Geschäftsführung. Unterlaufen ihm Fehler, haften die Mitglieder des Aufsichtsrats persönlich.

Aufsichtsräte gibt es in deutschen Unternehmen seit über 150 Jahren. Das Gesetz, betreffend die Kommanditgesellschaften auf Aktien und die Aktiengesellschaften vom 11. Juni 1870 bestimmte:

On 1 November, the Supreme Court issued its judgment in R (on the application of Palmer) v Northern Derbyshire Magistrates Court and Another.

Background

Mislabelling a debt instrument as a promissory note can result in unintended consequences

Promissory notes and loan notes are often used in group reorganisations to paper a loan relationship, but because the terms are frequently used interchangeably, there is scope for misuse and misunderstanding.

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:

The Companies (Amendment) Bill 2023 (“Bill”) was passed by the Dewan Rakyat (House of Representatives) of the Malaysian Parliament on 28 November 2023. It will be tabled before the Dewan Negara (Senate) and if passed, will be presented for Royal Assent and be gazetted into law.

Recent news reports have highlighted that the number of corporate insolvencies has continued to rise during 2022 and 2023, with the retail sector being particularly affected. Many companies are struggling to meet the demands of repaying government support provided during lockdown, increased running costs and high wages coupled with lower demand due to the cost of living crisis.