Companies of all sizes, new or mature, sometimes go out of business. “California Or Bust” is legendary in American history, but “bust” sometimes happens despite everyone’s best efforts. If you are an officer or director of a company that is heading toward its final days, there is a critical wind-down task: final paychecks. The simple (but widely ignored) fact is that officers and directors can be held personally liable for unpaid wages under federal and state law in certain circumstances, and the entity’s bankruptcy status often has no effect on individual liability.

A key part of the international scheme landscape

The use of creditors' schemes of arrangement is on the rise in Australia (as we discussed in our previous article - Update on Creditors Schemes of Arrangement in Australia). Along the way the Australian courts have made valuable contributions to international scheme jurisprudence. In this article we look at some of these contributions and then explore how Australian law might be further developed to remain a leading jurisdiction for creditors' schemes.

Except where otherwise noted, this paper is current as of September, 2011 and provides preliminary information on Canadian and British Columbia legal matters to assist you in establishing a business in British Columbia and provides general guidance only.

There are limits on the ability of shareholders to ratify dubious acts of the directors – it cannot be effective if the interests of existing creditors have become paramount (so as to subordinate the duties owed to shareholders) and are prejudiced. This is particularly relevant to upstream guarantees. On 6th February, the Court of Appeal gave its 51-page judgment in BTI 2014 LLC v Sequana S.A which is relevant to exactly this point.

During Thursday's meeting, the Romanian Government approved a draft Government Ordinance regulating certain fiscal-budgetary measures (Draft GO). The Draft GO tackles upon various matters such as (i) restructuring measures of budgetary duties outstanding as at 31 December 2017,(ii) amending certain provisions of the Romanian Fiscal Code and of the Romanian Fiscal Procedure Code, or (iii) repealing certain legislative provisions. Additionally, the Draft GO aims to amend particular provisions of Law no.

Happy National ESIGN Day! Eighteen years ago this week, Congress passed the Electronic Signatures in Global and National Commerce Act, ensuring the legal validity of contracts entered into using electronic signatures and records. National ESIGN Day was established by Senate Resolution 576 and House Concurrent Resolution 290 on June 30, 2010.

A fact of business today is that customers – both consumers and other businesses – and employees expect to transact digitally. To remain competitive, companies find themselves increasing their efforts to digitally transform their businesses.

Long-awaited law reform to bring Australia's insolvency regime into step with many of its trading counterparts is slated to be enacted in the second half of 2017. The text of the law is currently before parliament for debate. If passed, Australia will see:

In the first case of its kind, the High Court in England has prevented a shareholder from splitting its shareholding in an attempt to defeat the approval of a scheme of arrangement under section 895 of the Companies Act 2006 (Scheme) by way of manipulation of legislative requirements in relation to Schemes which require approval by a majority in number representing 75% in value of the voting class of shareholders.

The British Retail Consortium (BRC) recently reported strong trading for the UK high street in the weeks leading up to Christmas 2016. In a fillip for a sector beset by problems, the slow start to the Christmas trading period was reversed as spending in the sector in December grew 1.7% on the same period last year.

The use of pre-packs or pre-positioned asset sales in Australia has traditionally been limited. This is a result of impediments to such transactions under the Australian legislative insolvency regime.

The interplay of these impeding factors means that there are few true pre-pack transactions in Australia. However, significant reform to the Australian insolvency regime is expected to be implemented in 2017. We wrote about the main aspects of that reform in our last article, `Australian insolvency law reforms aim to increase business restructuring opportunities'