维好协议还好吗? 前 言 维好协议（KEEPWELL DEED）通常由在中国 1 注册成立的 母 公司签 署，为其 境 外 子 公司的融 资 进 行增信（CREDIT ENHANCEMENT）（见图表），最初常见于债券市场，近年 来也经常出现在贷款交易中。 提供维好承诺的母公司承诺维持其境外债务人子公司的财 务健康，以增强债权人对债务人的信心。 维 好协议 通常包含的承诺有：要求 维 好提 供方维持境外 维好协议与保证的主要区别 维好协议和保证有以下的重要分别 : 1. 仅就本文而言，“中国”或“中国内地”指中华人民共和国，不包括香港及澳门特别行政区和台湾。“境内”及“境外”有相应的意思。 债务人的净资产为正值、为其提供偿还债务的流动资金、 以 及保 持其对该等境 外债务人的管控 权和所有权等。其 中一些承诺或受制于取得相关中国政府部门的审批将资 金 汇出境 外的前 提 条 件，并且 维 好提 供 方必须尽最 大努 力获 得该 等审 批。除 签 署维 好协议 外，维 好 提 供 方通常 还 会 签 署股 权 购买承 诺（EQUITY INTEREST PURCHASE UNDERTAKINGS），即维好提供方承诺购买其境外债务人 子公司持有的若干股权，以便将资金（即购买对价）汇出境外。
The Calcutta Cup represents a long and competitive rugby rivalry between the great neighbours that are Scotland and England. Last year, Scotland retained the trophy in a hard-fought match at Twickenham with victory being sealed in the last minute with a try from Duhan van der Merwe who, being 6ft 4 inches, blond and in the peak of physical health, is a fair representation of your average Scotsman.
The concept of an ‘insolvent trust’ is somewhat of a paradox. A trust is not a separate legal entity in the way that companies are and, as such, cannot be insolvent in the technical sense. Trustees legally own assets in a trust for the benefit of beneficiaries.
5 Most Impactful Hong Kong Restructuring and Insolvency cases in 2023
2023 was a busy year for the restructuring and insolvency industry in Hong Kong. we had a ground breaking decision of the Court of Final Appeal (CFA) ruling on the conflict between dispute resolution clauses and the Court’s jurisdiction to wind-up/bankrupt a debtor. We also saw the court extend and strengthen its reach to assist insolvency officeholders (whether appointed in Hong Kong or elsewhere).
It is a rare occasion that one can be assured with certainty that, if they file a motion with a bankruptcy court, it will be granted. But, in the Third Circuit, that is exactly what will happen if a creditor or other party in interest moves for an examiner to be appointed under Section 1104(c) of the Bankruptcy Code. Once considered to be within the discretion of a bankruptcy court “as is appropriate,” the appointment of an examiner is now guaranteed if the statutory predicates are fulfilled according to the Third Circuit Court of Appeals.
In one of the most highly anticipated judgments in the European restructuring market in recent years, on 23 January 2024, the English Court of Appeal overturned the High Court’s decision sanctioning the Adler restructuring plan.1
Dispute Resolution analysis: In November 2023, Mr Justice Miles sanctioned restructuring plans under section 901F of the Companies Act 2006 in respect of two companies within the Atento group. The plans had significant creditor support, did not involve any cross-claim cram down and achieved a demonstrably better outcome for creditors than the alternative, a group-wide liquidation.
Re Atento UK Ltd [2023] EWHC 3076 (Ch))
What are the practical implications of this case?
Fraudulent trading is both a civil and criminal offence. The recent judgment of the High Court in Bouchier v Booth provided a helpful reminder of the principles that a Court will apply when considering whether directors have acted in a manner that constitutes fraudulent trading and the high threshold for proving fraudulent conduct.
A Hong Kong court has rejected a bid to force liquidators to provide information and documents regarding their plans and strategies on related litigation as well as information on legal costs and funding arrangements.
Limiting Liability of Administrators for Employee Wages
Walley IMO PGP Group (Aust) Pty Ltd [2023] FCA 1554 ("PGP Group") and Crosbie IMO Godfreys Group Pty Ltd [2024] FCA 60 ("Godfreys")
Voluntary administrators have been able to seek orders releasing them from their personal liability for debts incurred by them in the course of conducting a company's business. That relief has been available where it has been necessary to support the continuing operation of that business.