In the recent case of Re Hydrodec Group Plc [2021] NSWSC 755 (Hydrodec) the Supreme Court of New South Wales (NSW Supreme Court or Court) rejected an application by a non-operating holding company, Hydrodec Group Plc (the Company), for recognition of its United Kingdom (UK) debtor-in-possession Part A1 moratorium process (Part A1 Moratorium) and relief from a winding up application being made against the Company in Australia.
In SolarReserve CSP Holdings, LLC v. Tonopah Solar Energy, LLC, C.A. No. 78, 2021 (Del. Aug. 9, 2021), the Delaware Supreme Court recently dismissed a books-and-records appeal as moot and vacated a judgment issued by the Court of Chancery after appellee Tonopah Solar Energy, LLC (Tonopah) emerged from a Chapter 11 bankruptcy proceeding as a new limited liability company operating under a new limited liability company agreement.
The COVID-19 crisis has pushed intellectual property holders and implementers into a distressed situation. In this webinar, we explore what happens if a party to an IP licence becomes insolvent, and discuss practical tips for the non-insolvent party to protect its position.
This was a Court of Appeal decision which focused on s423 Insolvency Act 1986, as well as the ambit of directors' duties to creditors in a distressed company scenario. The below summary relates to the courts' analysis of the latter issue.
Facts
Appleton Papers Inc (API) was a wholly owned subsidiary of BAT Industries plc (BAT).
Videology Inc and it's UK subsidiary, Videology Limited (the "Company") applied to the English court for their US Chapter 11 proceedings to be recognised as "foreign main proceedings" under Article 17 of the UNCITRAL Model Law of Cross-Border Insolvency (the "Model Law") and for an administration moratorium under the Article 21 of the Model Law. The Videology group had secured an agreement with an interested party to buy its business and assets.
Decision
The UK government announced on 26 August 2018 that it will legislate to update the restructuring and insolvency systems, with the aim of the UK retaining the gold standard regime. The reforms are a response to international developments (with countries such as Spain and the Netherlands recently introducing updated insolvency systems) and some domestic corporate collapses which have put the UK system under stress.
The reforms are wide-ranging. Headline changes will include:
Aralez Pharmaceuticals Inc. ("AP Inc.") and Aralez Pharmaceuticals Canada Inc. ("APC Inc.") (collectively, the "Applicants") brought an application to the Ontario Superior Court under the CCAA concurrently with a United States Chapter 11 proceeding brought by affiliated entities. the Applicants. desired a managed liquidation process.
The Applicants entered into three stalking horse agreements for approximately $240 million. This compared to the secured claim of $275 million of the major secured creditors of the Applicants.
In Royal Bank of Canada v. Casselman, three motions were brought before the Court. First, a continuation of a motion for approval and directions brought by the receiver. Second, a motion to allow counsel for the debtor to withdraw as lawyer of record. Third, a motion by the Sexton Group Ltd.
The BLG Monthly Update is a digest of recent developments in the law which Neil Guthrie, our National Director of Research, thinks you will find interesting or relevant – or both.
Yes, on the facts in the Chapter 11 proceedings involving Borders, the insolvent bookseller.
Jefferies & Company, an investment bank, was retained by Borders to pursue reorganisation strategies, including a possible sale of the company’s assets as a going concern. The bank made considerable efforts in flogging the assets, which resulted in an offer from an interested party, but an actual sale of assets did not happen. Jefferies nevertheless claimed the liquidation fee under its agreement with Borders. The company’s creditors opposed this: no sale, no success fee.