Introduction
When a company commences winding-up, the disposition of its property and the transfer of shares in the company is void, unless the Court otherwise orders. Under what conditions will the Court allow such disposition or transfer? This was the question in Ong Boon Chuan v Tong Guan Food Products Pte Ltd [2022] SGHC 181, when the Singapore High Court was faced with an application for the sale and transfer of shares in an insolvent company ("Company").
Introduction
Under the Insolvency, Restructuring and Dissolution Act 2018, the Court may order the winding up of a company on a number of grounds, including where the company is unable to pay its debts. In Energy Resource Investment Pte Ltd v International Golf Resorts Pte Ltd [2022] SGHC 134, the Singapore High Court was faced with such a winding up application, and set out the relevant considerations for establishing insolvency on this ground, as well as how such insolvency may be refuted.
Introduction
Introduction
The success of a scheme of arrangement in restructuring depends largely on the consent of the requisite statutory majority of the scheme creditors. To incentivise the creditors to commit to the proposal at an early stage, scheme companies may seek to enter into a lock-up agreement with the creditor, in which the creditor provides an undertaking to vote in favour of the scheme in exchange for certain benefits, such as consent fees.
What's this Update about?
In the recent decision of the Malaysian High Court in Re Top Builders Capital Bhd & Ors [2022] MLJU 1 ("Top Builders"), Ong Chee Kwan JC reaffirmed certain principles for the sanction of a scheme of arrangement ("SOA") and also decided on some novel issues:-
Introduction
Debtor's bankruptcy applications may be seen as being less common than creditors' bankruptcy applications. The law regarding the conduct of debtor's bankruptcy applications, including the relevant tests and the burden of proof, is thus less often explored. In Re Then Feng [2022] SGHCR 1, the Singapore High Court provided guidance in this regard.
The Shipping Law Updates is a publication by our Regional Shipping Group which marshals legal expertise, industry insight, and commercial acumen in the fields of maritime and trade from the diverse talent pool of specialist lawyers at the Rajah & Tann Asia offices. The publication provides a snapshot of the key legal, regulatory, case law and industry developments in the region that have an impact on the shipping industry and your operations.
Introduction
Commercial transactions and disputes are increasingly likely to contain a cross-border element. As such, the ability of Courts to cooperate on the management of proceedings that span their respective jurisdictions will facilitate the efficient resolution of cross-border issues. In this regard, the Singapore and Malaysia Courts have demonstrated a commitment to judicial cooperation between the two countries.
Introduction
While a judicial manager is given a wide discretion to employ his skills and expertise in managing the affairs of a company in judicial management, the shareholders or creditors of the company may apply to court for relief where they contend that the company's affairs, business, or property have been managed by the judicial manager in a manner which is or was unfairly prejudicial to their interests.
In the recent decision of the Malaysian High Court in Re Top Builders Capital Bhd & Ors [2021] 10 MLJ 327("Top Builders"), Ong Chee Kwan JC examines the proof of debt exercise in a scheme of arrangement ("SOA") and the guiding principles governing the granting of leave to proceed with legal proceedings against a financially distressed company that has obtained a restraining order (moratorium) pursuant to a SOA.