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    English Court confirms 'substitution first, standing later' approach to winding up petitions
    2023-10-03

    The English court has (for the first time) given guidance on the long-established practice of substituting a creditor as petitioner in a winding up petition and hearing argument about the creditor’s standing later.

    Background

    In March 2021, Citibank petitioned to wind up Liberty Commodities (LCL). The petition was supported by two creditors, White Oak and NPS. Citibank settled with LCL and applied to dismiss the petition. The supporters applied to be substituted.

    Filed under:
    United Kingdom, Insolvency & Restructuring, Litigation, Taylor Wessing
    Authors:
    Nick Moser
    Location:
    United Kingdom
    Firm:
    Taylor Wessing
    Exploration of Pre-Pack Insolvency Procedures in Türkiye
    2023-10-03

    On 7 December 2022, the European Commission published a draft directive aimed at harmonizing certain aspects of insolvency law. The intention behind this directive is to mandate the inclusion of "pre-pack proceedings" in national insolvency laws across the European Union ("EU"). Although Türkiye is not a member of the EU and does not have specific rules for governing pre-pack insolvency sales, it does have procedures that are similar, if not an identical, to pre-pack proceedings.

    In this article we will take a closer look at Türkiye's pre-pack-like institution.

    Filed under:
    European Union, Turkey, Insolvency & Restructuring, CMS Legal, Articles of association, European Commission
    Authors:
    Döne Yalçin , Arcan Kemahlı
    Location:
    European Union, Turkey
    Firm:
    CMS Legal
    German court extends lawyers’ liability in insolvencies
    2023-10-03

    A recent decision of the German Federal Court of Justice (Bundesgerichtshof) has extended the liability of legal advisors in crisis situations.

    Background

    Under German law, a lawyer may be liable not only to his client, but also to a third party, if the third party has a special interest in the lawyer's performance. The Bundesgerichtshof has clarified that managing directors and even shadow directors may have such a special interest and may claim damages from their company’s legal advisor for breach of duty (Pflichtverletzung).

    Filed under:
    Germany, Insolvency & Restructuring, Legal Practice, Litigation, Taylor Wessing, Insolvency, Federal Court of Justice
    Authors:
    Leopold Bauer
    Location:
    Germany
    Firm:
    Taylor Wessing
    Insolvency Risks: Practical Steps for Suppliers
    2023-10-03

    What matters

    This article delves into some key considerations for suppliers when dealing with customers where there may be a risk of non-payment or insolvency circumstances and how a supplier can minimise the risk to their cash flow and business.

    What matters next

    Filed under:
    United Kingdom, Company & Commercial, Insolvency & Restructuring, Shoosmiths LLP, Due diligence
    Authors:
    Maeve Honey , Joe Forbes
    Location:
    United Kingdom
    Firm:
    Shoosmiths LLP
    Sixth Circuit: Equitable Mootness Does Not Bar an Appeal in a Chapter 7 Case
    2023-09-30

    The court-fashioned doctrine of "equitable mootness" has frequently been applied to bar appeals of bankruptcy court orders under circumstances where reversal or modification of an order could jeopardize, for example, the implementation of a negotiated chapter 11 plan or related agreements and upset the expectations of third parties who have relied on the order.

    Filed under:
    USA, Insolvency & Restructuring, Litigation, Jones Day, Supreme Court of the United States, Sixth Circuit
    Authors:
    Charles M. Oellermann , Mark G. Douglas
    Location:
    USA
    Firm:
    Jones Day
    Texas Bankruptcy Court Blesses Serta Chapter 11 Plan Over Objections of Lenders Excluded from "Position Enhancement Transaction"
    2023-09-30

    On June 6, 2023, the U.S. Bankruptcy Court for the Southern District of Texas confirmed the chapter 11 plan of bedding manufacturer Serta Simmons Bedding, LLC and its affiliates (collectively, "Serta"). In confirming Serta's plan, the court held that a 2020 "uptier," or "position enhancement," transaction (the "2020 Transaction") whereby Serta issued new debt secured by a priming lien on its assets and purchased its existing debt from participating lenders at a discount with a portion of the proceeds did not violate the terms of Serta's 2016 credit agreement.

    Filed under:
    USA, Insolvency & Restructuring, Litigation, Jones Day
    Authors:
    Oliver S. Zeltner , Mark G. Douglas
    Location:
    USA
    Firm:
    Jones Day
    Court's Broad Interpretation of Definition of "Securities Contracts" Promotes Expansive Scope of Bankruptcy Code "Safe Harbor"
    2023-09-30

    Section 546(e) of the Bankruptcy Code's "safe harbor" preventing avoidance in bankruptcy of certain securities, commodity, or forward-contract payments has long been a magnet for controversy. Several noteworthy court rulings have been issued in bankruptcy cases addressing the application of the provision, including application to financial institutions, its preemptive scope, and its application to non-publicly traded securities.

    Filed under:
    USA, Capital Markets, Insolvency & Restructuring, Litigation, Jones Day, Private equity, Supreme Court of the United States
    Authors:
    Daniel J. Merrett (Dan) , Mark G. Douglas
    Location:
    USA
    Firm:
    Jones Day
    Circuit Split Widens on Extent of Abrogation of Sovereign Immunity for Governmental Units in Bankruptcy Avoidance Litigation
    2023-09-30

    Bankruptcy trustees and chapter 11 debtors-in-possession ("DIPs") frequently seek to avoid fraudulent transfers and obligations under section 544(b) of the Bankruptcy Code and state fraudulent transfer or other applicable nonbankruptcy laws because the statutory "look-back" period for avoidance under many nonbankruptcy laws exceeds the two-year period governing avoidance actions under section 548.

    Filed under:
    USA, Banking, Insolvency & Restructuring, Litigation, Tax, Jones Day, Internal Revenue Service (USA), Federal Deposit Insurance Corporation (USA), US Congress, Internal Revenue Code (USA), Supreme Court of the United States
    Authors:
    Dan B. Prieto , Mark G. Douglas
    Location:
    USA
    Firm:
    Jones Day
    Minimising the risk of customer non-payment
    2023-10-01

    What matters

    This article delves into some key considerations for suppliers when dealing with customers where there may be a risk of non-payment or insolvency circumstances and how a supplier can minimise the risk to their cash flow and business.

    What matters next

    Filed under:
    United Kingdom, Company & Commercial, Insolvency & Restructuring, Shoosmiths LLP
    Authors:
    Maeve Honey , Joe Forbes
    Location:
    United Kingdom
    Firm:
    Shoosmiths LLP
    Engaging with HMRC to avoid issues when cramming down tax liabilities under an English restructuring plan
    2023-10-02

    HMRC has taken an increasingly active role in opposing restructuring plans with which it does not agree

    Previously in this series, we explored whether restructuring plans present an alternative to formal insolvency, as well as the court's ability to exercise a cross-class cram down on opposing creditors.

    Filed under:
    United Kingdom, Insolvency & Restructuring, Litigation, Tax, Osborne Clarke, Insolvency, HM Revenue and Customs (UK)
    Authors:
    Sam Furse , Douglas Hawthorn
    Location:
    United Kingdom
    Firm:
    Osborne Clarke

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