上市公司具有突出的“公众属性”，在收购、重组等交易中具有流程可控、程序规范、确定性高及支付工具丰富等特点。为进一步提高重组市场效率，中国证券监督管理委员会（以下简称“中国证监会”）于2023年9月15日就《上市公司向特定对象发行可转换公司债券购买资产规则（征求意见稿）》（以下简称“《定向可转债重组规则》”）公开征求意见，并于2023年11月14日正式颁布施行。结合该立法动向，本文拟简要分析上市公司支付现金、发行股票及向特定对象发行可转换公司债券（以下简称“定向可转债”）等支付工具在上市公司重大资产重组1中的不同作用和影响。

一、上市公司重大资产重组的一般流程

根据中国法律法规和市场案例，上市公司实施重大资产重组的一般流程如下：

Introduction

We hear a lot these days about bankruptcy venue abuse via corporate-entity manipulation shortly before bankruptcy filing.

Here’s the latest opinion on that subject—which allows Debtor’s choice of venue to stand, based on a newly-created entity:

Are the courts of England and Wales establishing themselves as a flexible forum for cross-border enforceability? Here, we consider this question in light of two recent High Court decisions: Re Silverpail Dairy (Ireland) Unlimited Co. [2023] EWHC 895 (Ch) (Silverpail) and Invest Bank PSC v El-Husseini & Ors [2023] EWHC 2302 (Comm) (Invest Bank).

The Grand Court of the Cayman Islands has provided further guidance on the new restructuring officer (RO) regime under section 91B of the Companies Act (2023 Revision) (the Act), which came into force on 31 August 2022.

In Re Aubit International (Unreported, 4 October 2023), the Grand Court dismissed a petition to appoint restructuring officers and found that it did not have jurisdiction to grant the relief requested on the basis that there was no credible evidence of a rational restructuring proposal with reasonable prospects of success.

In brief

The Federal Court has recently conferred examination powers on an offshore trustee who was foreign representative for the purposes of obtaining Model Law recognition of a Swiss insolvency proceeding for the purposes of undertaking public examinations in Australia.

The decision is a reminder of the flexibility of the Model Law in assisting the recovery of assets and claims in aid of a foreign insolvency proceeding.

Key takeaways

Key takeaways

Introduction

Independent schools have not been immune from financial stress in recent years. Prior to the pandemic a combination of increasing staff costs, greater competition and the need for continual investment in technology and premises was already posing challenges for a number of institutions. This was exacerbated by the unique pressures of COVID, which saw income squeezed as a result of enforced school closures and reduced pupil numbers.

Since the outbreak of Covid-19, the Thai economy has experienced a prolonged shutdown, leading to the need for bankruptcy and rehabilitation processes to address the financial challenges faced by businesses. However, there is a common misconception among the public that rehabilitation is synonymous with bankruptcy. This misunderstanding arises from the fact that rehabilitation provisions are enshrined in the same legislation as the Bankruptcy Act B.E.2483 (1940), leading to the belief that rehabilitation is equivalent to bankruptcy.

With commercial property companies’ debt burdens reaching pre-2008 levels and warnings being issued this month by the European Central Bank, in this article we outline some of the key issues to be considered and steps which may be taken by BVI real estate holding companies to protect their position in the face of rising financing costs and other inflationary pressures.