A GLOBAL LEGAL MEDIA & NISHLIS LEGAL MARKETING PUBLICATION THE US-ISRAEL LEGAL REVIEW 2022 IN ASSOCIATION WITH: Israel’s Unicorn Success Story SNNOVATION The US-Israel Legal Review 2022 1 Contents THE US-ISRAEL LEGAL REVIEW 2022 2 WELCOME FROM THE PUBLISHERS Global Legal Media and Nishlis Legal Marketing 4 ECONOMIC HEADWINDS, A HOT WAR AND A TRADE WAR: THE IMPACT ON ISRAEL’S COMPANIES With rising interest rates, rising inflation and reduced growth forecasts, how has that reality been faced by corporate clients and start-ups? Arnon, Tadmor-Levy provide some answers.

Tradition Financial Services Ltd v Bilta (UK) Ltd and others [2023] EWCA Civ 112

Key Takeaways:

There has always been a matter of contention for a Committee of Creditors, Resolution Professionals, legal fraternity during Corporate Resolution Insolvency Process (CIRP), whether the dues of the Government like Income-Tax, Sales Tax, Value Added Tax etc. are secured debt and whether the Government is a secured creditor.

The National Company Law Appellate Tribunal has answered this question in affirmative in its recent𝗷𝘂𝗱𝗴𝗲𝗺𝗲𝗻𝘁 𝗱𝗮𝘁𝗲𝗱 𝟳𝘁𝗵 𝗙𝗲𝗯., 𝟮𝟬𝟮𝟯 𝗶𝗻 𝗖𝗼𝗺𝗽𝗮𝗻𝘆 𝗔𝗽𝗽𝗲𝗮𝗹 (𝗔𝗧) (𝗜𝗻𝘀𝗼𝗹𝘃𝗲𝗻𝗰𝘆) 𝗡𝗼. 𝟮𝟰𝟮 𝗼𝗳 𝟮𝟬𝟮𝟮 (𝗣𝗿𝗶𝗻𝗰𝗶𝗽𝗮𝗹 𝗖𝗼𝗺𝗺𝗶𝘀𝘀𝗶𝗼𝗻𝗲𝗿 𝗼𝗳 𝗜𝗻𝗰𝗼𝗺𝗲 𝗧𝗮𝘅 & 𝗔𝗻𝗿. 𝘃𝘀. 𝗔𝘀𝘀𝗮𝗺 𝗖𝗼𝗺𝗽𝗮𝗻𝘆 𝗜𝗻𝗱𝗶𝗮 𝗟𝘁𝗱).

Can a liquidator run an unjust enrichment claim to seek to recover PAYE and NIC liabilities from a company’s directors arising from the company’s use of a “disguised remuneration” employee benefit trust (“EBT”) scheme? Based on the findings of ICC Judge Barber in the case of Re Ethos Solutions Ltd, the answer is “no”.

EBTs: Background

News of HSBC's acquisition of Silicon Valley Bank UK (SVB UK) has brought huge relief to the UK tech community and wider economy – quite possibly the optimal result in the circumstances following the Bank of England's announcement of a likely insolvency procedure on Friday 10 March.

Concern amongst sports aficionados around the financial integrity of the sports industry was raised in late 2022 when rugby union was the latest sport to be dragged into the insolvency conversation. Both Wasps RFC (Wasps) and Worcester RFC (Worcester, and together with Wasps, the Clubs), who can each trace their history back to the mid-19th century, appointed administrators after facing financial difficulties they attributed to the Covid-19 pandemic and resulting lockdowns.

Summary

In the recent Court of Appeal decision Bacci v Green [2022] EWCA Civ 1393 the Court, upholding the decision of the High Court, held that a judgment debtor can be ordered to delegate authority to waive valuable tax protection and draw pension where doing so would enable creditors to extract what they were owed.

The Facts

In 2017, Matthew Green, son of established Mayfair art dealer Richard Green, committed fraud in obtaining loans from FundingSecure.

Where a commercial property is sold by a receiver or insolvency practitioner (IP), VAT must be charged on the sale if the owner had exercised and properly notified an option to tax (OTT) in respect of the property. The IP acting on behalf of the seller needs to establish whether an OTT has been made and notified so that VAT is charged , if needed.  This can be difficult if company records are in disarray, directors of the insolvent company are non-cooperative and/or the IP or receiver has limited knowledge of the property and company.

Nicola Sharp considers the recent appeal decision in Tradition Financial Services Ltd vBilta (UK) Ltd [2023] EWCA Civ, and the ways in which it affects the definition of fraudulent trading.

With an increased number of businesses experiencing financial difficulties given rising inflation, the weaker pound and interest rate increases, debt restructurings are becoming, and are expected to continue to become, more common.

Such restructurings are often achieved by a third-party lender releasing or materially amending all or part of its debt, which would result in taxable income arising to a UK corporate borrower unless a relevant exemption applies.