“Learn something new every day,” is a well-worn adage.

And it’s mostly true (I only question giving a literal meaning to the “every day” part).

Nevertheless, I’m embarrassed to acknowledge learning only recently of the existence of a noteworthy, bankruptcy-related statute: 28 U.S.C. § 959(a). Such statute reads in part (emphasis added):

When do amounts owed to a company constitute ‘circulating assets’ and how should they be distributed? This crucial question has not always been answered predictably in recent cases. The Court of Appeal’s decision in Resilient Investment Group Pty Ltd v Barnet and Hodgkinson as liquidators of Spitfire Corporation Limited (in liq) [2023] NSWCA 118 has provided a framework for navigating the relevant principles in the context of a priority dispute over R&D tax refunds.

Key takeaways

Dispute Resolution analysis: In a case where a bankruptcy was annulled on the basis that the alleged tax liability was ill-founded and misconceived, HMRC has been ordered to bear the OR’s and the trustees’ costs of the bankruptcy.

Re Adjei [2023] EWHC 1553 (Ch)

What are the practical implications of this case?

INTRODUCTION

Despite abundant case law on latent defects and what constitutes a provable claim, Quebec courts have rarely been called upon to decide an issue involving both concepts.

INTRODUCTION

Malgré la jurisprudence abondante tant en matière de vices cachés que sur la qualification de réclamation prouvable, les tribunaux québécois ont rarement eu l’opportunité de trancher une question qui réunit ces deux concepts.

The Insolvency Team at Gall continues to advise Century Sunshine Holdings Group Limited (Stock Code: 509) (the “Company”) on its debt restructuring and has successfully secured sanction of a Hong Kong scheme of arrangement (the “Hong Kong Scheme”) (as part of parallel schemes of arrangement in Hong Kong and Singapore).

The Eastern Caribbean Supreme Court of Appeal has dismissed an application to stay the appointment of liquidators pending the outcome of an appeal against a landmark first instance decision by the BVI Commercial Court, in which it was determined that ultimate beneficial interest holders of notes are 'creditors' under the BVI Insolvency Act and so have standing to issue liquidation applications against defaulting note issuers.

Background

In this edition of Gilbert + Tobin's Corporate Advisory Update, we focus on key legal developments over the last month which are particularly relevant to in-house counsel.

The ACCC’s recommended merger reforms: a deeper dive

The ACCC’s recommended reforms have several significant implications for merging parties:

In late 2022, the European Commission proposed a new Directive with a view to harmonise certain aspects of insolvency law. One of the most important innovations to be introduced in this Draft Directive is pre-pack proceedings.

What is a pre-pack sale?

Laurus Group Pty Ltd (admin apptd) v Mitsui & Co. (Australia) Ltd (No 2) [2023] VSC 412

INTRODUCTION AND PROCEEDINGS