Introduction

When a company is being wound up or is in judicial management, the Court may – upon the application of the liquidator, the judicial manager, or a creditor – order the production of documents or information relating to the company, as well as the attendance of the company's officers and the people holding the relevant books and records. This facilitates the obtaining of documents or information for the purpose of determining the reasons for the company's demise.  

Introduction

In the recent case of Atlas Equifin Pte Ltd v Electronic Cash and Payment Solutions (S) Pte Ltd (Andy Lim and others, non-parties) [2022] SGHC 258 (“Atlas Equifin”), the Singapore High Court had the opportunity to consider the unexplored issue of whether shareholders/ contributories have legal standing to oppose a creditor’s winding up application.

Facts

This is an important update in the Australian corporate and insolvency law context because, in BTI 2014 LLC v Sequana SA and others [2022] UKSC 25, the UK Supreme Court (being the UK’s highest court) confirmed the existence of a duty owed by directors to creditors in certain circumstances (creditor duty). Under the common law and equity (together, general law), there is a gateway to applicability of the creditor duty in Australia.

Since 1 October 2022, the Singapore International Commercial Court now has jurisdiction to hear cross-border restructuring and insolvency matters. In addition, foreign lawyers may be appointed to make submissions in restructuring and insolvency proceedings in the SICC. Lawyers may even enter into conditional fee agreements with their clients for selected proceedings provided that certain safeguards are met.

Introduction

Businesses are increasingly spreading their footprint across jurisdictions, be it through the diversified locations of their assets or operations. What this means is that, if and when the need to resolve financial distress arises, such businesses may need to select a forum that will serve as an effective base for the management of the cross-border legal issues.

Introduction & Background

Hodlnaut Pte Ltd (“Hodlnaut”) provides a platform for its users to deposit and withdraw cryptocurrencies. Among other things, users deposit their cryptocurrency on the platform to earn interests. Through the platform, Hodlnaut users can also swap their deposited tokens with other tokens of equivalent value.

Restructuring debt obligations under Singapore law can be an attractive option for companies seeking debtor-led reorganisations, as the country aims to be a centre for debt restructuring in Asia. There are options for non-Singapore companies to take advantage of the jurisdiction’s scheme of arrangement regime.

The Singapore High Court has clarified the definition of “centre of main interests” in the context of a crypto exchange group seeking to restructure its collective debts in Singapore. The analysis has implications to any group business which has interconnected shared services provided by the group companies in a collective service “ecosystem” to customers.

In the latest edition of Going concerns, Stephenson Harwood's restructuring and insolvency team covers the use of lock-up agreements in schemes of arrangements, and the developments in Singapore and Hong Kong as regards recognition of foreign insolvencies. Our final article is a must-read for lenders, discussing the circumstances under which security may be unwound as a undervalued transaction.

Content

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").