Introduction

The Companies (Accounting) Act 2017 (the ‘Act’) provides welcome clarity on the position of crystallised floating charge holders in relation to their priority over preferential creditors.

The Irish High Court has recently ruled on the test for determining whether the transfer of a debt is a "true sale" or is by way of a charge. It has, helpfully, adopted the well-established test taken in a long line of English cases which emphasises that the legal form of the contract adopted by the parties will determine its nature, provided the contract is not a "sham".

In a recent judgment the Irish High Court for the first time confirmed as “good law” in Ireland the approach taken by the English courts to the circumstances in which a transaction, documented as a sale of receivables, may be re-characterised as a secured loan. Invoice discounting, factoring and similar receivables financing products are important sources of working capital finance for SMEs and are increasingly a funding tool offered by alternative lenders.

The Supreme Court has ruled that the Motor Insurers’ Bureau of Ireland (“MIBI”) is not liable to meet the cost of claims against former policyholders of the now defunct Setanta Insurance Company Limited (“Setanta”).

The judgment has far reaching implications for Irish motor insurers and policyholders.

Setanta, a Maltese registered insurance company which also operated in Ireland, went into liquidation on 30th April 2014 leaving an estimated 1,666 uninsured claims against Irish policyholders valued at around €93 million.

The High Court, in a recent decision, applied new Company Law provisions governing how banks deal with corporate customers who are in the process of liquidation.

Old provision

A recent Court of Appeal decision has found that the State has failed to adequately implement EU Legislation by failing to provide a procedure to protect employees’ entitlements in the event of an informal insolvency of their employer.

Introduction

The Companies Registration Office (CRO) will no longer change the designated status of a company on the register of companies from “Normal” to “Receivership” if that company has a receiver appointed over its assets.

This means that companies in receivership will no longer have the designation “Receivership” on their CRO record.

This change, which became effective on 22 March 2017, is a consequence of the Court of Appeal decision in Independent Trustee Company Limited v Registrar of Companies [2016] IECA 274.

In Toomey Leasing Group Ltd v Sedgwick & Ors [2016] IECA 280, Court of Appeal, Hogan J, 13 October 2016,the first named respondent (Mr Sedgwick) appealed from a decision of the High Court that he, and the second respondent were personally liable to the applicant in the sum of €48,250 pursuant to Section 297A of the Companies Act 1963.

In MB Refrigeration and Air Conditioning Ltd (In Liquidation) v Allied Irish Banks Plc [2016] IEHC 753, High Court, Barrett J, 21 December 2016, the Liquidator of the plaintiff company sought a declaration that certain transactions between 13 August 2013 and 4 October 2013 on a particular AIB account, constituted dispositions of the property of the plaintiff made after the commencement of its winding-up and thus wer

As well as representing new possibilities in the context of acquisitions, the new merger regime under the Companies Act 2014 (the Act) offers a number of benefits which make it attractive to corporates seeking to restructure.

The Act provides for the following three forms of statutory merger between private companies: