The UK High Court has ruled that the obligations of third-party guarantors are not affected by a part 26A restructuring plan being sanctioned in respect of the underlying obligations. This approach mirrors the way guarantees are dealt with in a part 26 scheme of arrangement.
The case of Oceanfill Ltd. v Nuffield Health Wellbeing Ltd & Cannons Group Limited examined whether a restructuring plan under part 26A of the Companies Act 2006 (the “Act”) had the effect of releasing liability arising under a third-party guarantee.
Summary
The Supreme Court held that when directors know, or ought to know, that the company is insolvent or bordering on insolvency, or that an insolvent liquidation or administration is probable, they must consider the interests of creditors, balancing them against the interests of shareholders where they may conflict. The greater the company’s financial difficulties, the more the directors should prioritise the interests of creditors.
Background
Introduction
Today, the UK Supreme Court considered for the first time the existence, content and engagement of the so-called “creditor duty”: the alleged duty of a company’s directors to consider, or to act in accordance with, the interests of the company’s creditors when the company becomes insolvent, or when it approaches, or is at real risk of, insolvency.
The U.S. is one of the easiest jurisdictions in the world in which to do business. Regulatory barriers are generally low, establishing a branch or business entity is quick and easy, labor and employment laws are much more employer-friendly than in most other developed economies, and the legal system is well-developed and transparent. However, there are certain barriers to entry and challenges to doing business that should be taken into account before investing or establishing operations in the U.S.
A bankruptcy court ruled that a creditor didn’t need to seek derivative standing to sue a liquidating trustee. The creditor, himself a trustee of the debtor’s employee stock-option plan, had standing to sue without prior court permission because his suit wasn’t brought on behalf of the bankruptcy estate. In re Foods, Inc., Case No. 14-02689, Adv. Pro. No. 21-3022, 2022 Bankr. LEXIS 2331 (Bankr. S.D. Iowa Aug. 23, 2022).
In Stratford Hamilton (joint liquidator of Mobigo Ltd (in liquidation)) v James Mcateer, Teresa Delgaudio [2022] the court dismissed the directors' application to strike out misfeasance claims against them.
Background
At the end of April 2015 the National Council of the Slovak Republic adopted Act No. 87/2015 Coll., which amends and supplements Act No. 513/1991 Coll. Commercial Code, as amended, and also amends and supplements certain acts (the Amendment). The Amendment will significantly affect the content of the corporate law in Slovakia.
The Government has recently published a discussion paper, ‘Transparency & Trust: Enhancing the transparency of UK company ownership and increasing trust in UK business’, inviting feed-back on a number of proposals concerning the transparency of company ownership and control, enforcement of directors’ duties and compensation of creditors. Among other things, the Government proposes to:
The directors of the failed courier company City Link had a good reason to celebrate this weekend after the dismissal of criminal charges brought against them for failing to notify the Department for Business, Innovation and Skills (“BIS”) of their intention to make City Link’s circa 2,500 employees redundant last Christmas.
In a decision released on March 29, 2011, CDX Liquidating Trust v. Venrock Assocs., et al., 2011 U.S. App. LEXIS 6390 (7th Cir. March 29, 2011), the United States Court of Appeals for the Seventh Circuit, reversing the district court’s ruling, held that a director’s disclosure of a conflict, in and of itself, is insufficient to protect that director from liability for breach of fiduciary duty or disloyalty arising from that conflict.