The Superior Court of Quebec rules in favor of Export Development Canada (“EDC”) and enforces a "[unequivocal]" Waiver against the surety who signed it in the context of a loan guarantee granted to the RBC.

Relevant Facts

February, 2024 For Private Circulation - Educational & Informational Purpose Only A BRIEFING ON LEGAL MATTERS OF CURRENT INTEREST KEY HIGHLIGHTS ⁎ Supreme Court: Nomination process under the Companies Act, 1956/ Companies Act, 2013 does not override succession laws. ⁎ Supreme Court: Statutory set-off or insolvency set-off inapplicable to Corporate Insolvency Resolution Process. ⁎ Bombay High Court: High Court upholds the termination of an employee stating that freedom of speech and expression cannot be allowed beyond reasonableness.

引子

将于2024年7月1日正式施行的《公司法》（以下简称“《新公司法》”）第二百三十二条对于“清算义务人”及“怠于履行清算义务责任”（以下简称“怠于清算责任”）进行了重大修订，无论是股份公司还是有限公司，董事都将成为法定的唯一清算义务人。该条规定的更新无疑将引发司法解释及其他配套规定的新一轮重大修改，并将对司法实践中本就争议颇多的怠于清算责任案件的裁判规则再次带来冲击。

回望我国立法沿革，在超过三十年的时间中，对于“清算义务人”及“怠于清算责任”的规定修订之繁多、体系之冲突、解释之模糊，遍观整个民商事法律体系都属罕见，并由此引发了大量“类案不同判”的现象。鉴此，笔者将结合《新公司法》的最新修改，对涉及“清算义务人”和“怠于清算责任”的规定进行系统回顾及梳理，并以此为基础对《新公司法》的新修亮点及溯及力问题进行初步分析，抛砖引玉，并求教于业界。

一、《新公司法》之前我国法律对于“清算义务人”与“怠于清算责任”的立法沿革

（一）2005年《公司法》修订之前的相关规定

Key Takeaways

On 23 January 2024, Snowden LJ handed down the Court of Appeal's judgment in the Adler Restructuring Plan case - AGPS Bondco plc - overturning the sanctioning of the Plan by the High Court in April 2023.

On 23 January 2024, the Court of Appeal handed down its much anticipated judgment[1] on the appeal of the Adler restructuring plan pursuant to Part 26A of the Companies Act 2006 (“RP”), which was sanctioned by the High Court on 12 April 2023

Why is Subsidiary Legislation 386.24 Companies Act (Suspension of Filing for Dissolution and Winding Up) Regulations (the “Regulations”) still in force?

Almost four years down the line, practitioners cannot help but question exactly why the Regulations are still in force now that most (if not all) pandemic measures have been totally lifted.

How can an enterprise withdraw from the market through liquidation?

What is liquidation?

Enterprise liquidation aims to terminate the existence and related rights and obligations of an enterprise. It can occur by a decision of the owner or it may occur when an enterprise is no longer qualified to exist and is forced to liquidate at the request of the appropriate state agency. We only discuss liquidation by the owner.

Voluntary liquidation:

Many Irish businesses face the challenge of meeting warehoused debt. One option available is to address the debt via the Small Company Administrative Rescue Process (“SCARP”).

Government Schemes

During the Covid-19 pandemic, a lot of Irish companies took advantage of Government schemes, to include the Employment Wage Subsidy Scheme (“EWSS”), the Covid Restrictions Support Scheme (“CRSS”) and Debt Warehousing. PAYE, PRSI, USC, EWSS and CRSS overpayments were all warehoused.

What is Debt Warehousing?

In a landmark decision,[1] the Delaware Court of Chancery addressed, for the first time, the precise duties that a controlling stockholder owes, and the standard of review that will apply, when a controlling stockholder takes actions to block a board of directors’ desired course of action — such as by removing directors or enacting a bylaw requiring a unanimous vote for board action