There have recently been a number of significant developments in relation to schemes of arrangement. These include:

• the Federal Court refusing to make orders convening a meeting of CSR’s shareholders to vote on a demerger proposal by way of scheme, on public policy and commercial morality grounds relating to CSR’s potential asbestos liabilities
• the Government’s corporate law advisory body recommending significant reforms to the scheme regime, and
• developments regarding ‘hostile schemes’.

Each of these developments is discussed below.

On 11 September 2017, two major reforms to Australia’s insolvency laws – an insolvent trading safe harbour and a restriction on the enforcement of ipso facto rights in certain circumstances – passed through the Senate with certain amendments being made at the final hour. The Bill now awaits royal assent.

In this article we summarise the final amendments made to the Bill and the key improvements compared to the earlier draft legislation.

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On 22 August 2017, the Supreme Court of New South Wales approved the Boart Longyear creditor schemes of arrangement following substantial alterations to the terms of the schemes after clear messaging from the Court that it was unlikely to approve the schemes as originally formulated, on fairness grounds. In this article, we discuss some of the implications of this important judgment, which advisers will need to take into account when devising restructuring plans involving creditors’ schemes of arrangement.

In brief

In a recent landmark decision, Re Boart Longyear Limited [2017] NSWSC 567, the New South Wales Supreme Court granted orders to convene creditor meetings for two schemes of arrangement in respect of the restructuring plan of Boart Longyear Limited.

The New South Wales Court of Appeal has, in a decision that has surprised many practitioners, dismissed an appeal which challenged the composition of classes in the creditors’ scheme of arrangement involving Boart Longyear Limited.1

Today the Queensland Supreme Court held that an insolvent company’s environmental obligations under State law were unaffected by the liquidators’ disclaimer of related property and resource tenures. This decision changes the previous understanding of liquidators’ powers and the order of priority in which claims will be paid in a liquidation, and may have broader implications for insolvent companies that are subject to obligations under State laws.

Today the Queensland Supreme Court confirmed that the liquidators of an insolvent company are ‘executive officers’ of that company under Queensland’s environmental laws, which means that the liquidators are required to use available funds to cause the company to comply with its environmental obligations under an environmental protection order issued to Linc.

On 28 March 2017, the Australian Federal Government (Government) released draft legislation in relation to two major reforms intended to encourage turnaround, restructuring and business rescue.

The draft legislation introduces a safe harbour for directors from liability for insolvent trading, and stays the operation of ipso facto clauses where a company enters into administration or proposes a scheme of arrangement.

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When we began analysing in depth the possibility of Britain exiting the European Union, 18 months prior to the June 2016 referendum, the HERBERT businessSMITH FREEHILLS consensus w07as very muchSECTION TITLE that Brexit was a remote prospect that either would never happen or not matter.

Fast forward just over two years and the reality could not be more different. In this updated edition of our Brexit legal guide, we take stock of the present situation, summarising the key developments since last year's vote and what is to be expected in the months ahead. 10 33 99

On 31 January 2017, Brereton J of the Supreme Court of New South Wales in In the matter of OneSteel Manufacturing Pty Limited (administrators appointed) [2017] NSWSC 21 declared that the interests of Alleasing Pty Limited as lessor of a certain crusher and spare parts had vested in OneSteel Manufacturing Pty Limited, effectively giving ownership of the leased assets to the insolvent estate to be realised for the benefit of creditors generally after the company mistakenly registered the financing statements against Onesteel’s ABN rather than its ACN.