Payments made by a company to its holding company shortly before its winding up were held to have amounted to an unfair preference of the holding company and could be clawed-back from it

The Singapore High Court has considered for the first time whether an action brought to avoid transactions that allegedly violated insolvency laws should be stayed in favour of arbitration. The court held that such disputes are not suitable for arbitration due to the public interest involved.

The Singapore Court of Appeal decision of Chee Yoh Chuang & Anor (as Liquidators of Progen Engineering Pte Ltd (in liquidation)) v Progen Holdings Ltd considered how the lawought to balance the rights of creditorswith the companies directors' desire to keep the company afloat when the company has financial difficulties and when payments were made to creditors.

In an application by Win-Win Aluminium Systems Pte Ltd (the
“Company”) pursuant to section 210 of the Companies Act, the Company
sought an order to convene a meeting of creditors for the purposes of
approving a scheme of arrangement.

The case of Noerwest Pte Ltd (in liquidation) v Newport Mining Ltd [2010] SGHC144 involved the sale of the shares of a company which owned phosphate mining and production fascilities in the Sichuan province.

In the recent Singapore High Court decision of Kong Swee Eng v Rolles Rudolf Jurgen August, the court held, among other things, that the concept of overreaching applies to a sale exercised by a mortgagee pursuant to a contractual right in a charge (as opposed to a statutory power of sale) and that the winding up of a company does not frustrate the sale and purchase of shares in the company.

Introduction

When a company enters liquidation, the appointed liquidator often needs approval from the Court or a liquidation committee before she can perform certain acts on the company’s behalf. The English High Court case of Gresham International Ltd v Moonie [2009] EWHC 1093 (Ch) established that even where the liquidator has failed to obtain such approval before acting, the Court has the general discretion to grant retrospective approval.

Are you already a board member or executive of a Slovak company or about to become one? If so, you should know about the proposed amendment to the Slovak Commercial Code. The amendment aims to address the so-called “white horses” and “tunneling (asset stripping)” of the companies.

On 19 February 2019, the African Global Group of companies (better known by its trading name, Bosasa) reported that it intends applying for its voluntary liquidation.

It reported that this decision was taken by the board of directors of Bosasa after being notified by its bankers that the groups’ bank accounts would be closed, with effect from the 1st of March 2019.

It has been long-established by the classic fundamental principles of corporate law that companies are separate and distinct persons from their shareholders, directors and officers. From this flows the general principle that it is the company, and the company alone, that can be liable for its obligations. This holds even in cases of companies linked by direct and indirect share participation and which are, in their entirety, dominated by a parent company, often a mere holding company without any business activity. These are referred to in corporate jargon as “corporate groups”.