In the recent restructuring plan case of Re Nasmyth Group Limited¹("Nasmyth"), the English High Court declined to exercise its discretion to order "cross class cram down" of HMRC, which was a dissenting plan creditor and which had opposed sanction of the plan, concluding that it would be unfair to sanction the plan.

The English Court of Appeal has widened the scope of transactions defrauding creditors under section 423 of the Insolvency Act 1986 in a recent case, Invest Bank PSC v El-Husseini and others (Invest Bank).

Under s.423, the court will only make an order if it is satisfied that a transaction at an undervalue was entered into by a debtor for the purpose of putting assets beyond the reach of a person who may make a claim against them or otherwise prejudicing their interests in relation to such claim.

The Court of Appeal has upheld the High Court decision of Mr Justice Fancourt in Denaxe Limited v Cooper & Anor [2022] EWHC 764 (Ch) striking out a substantial damages claim brought against court appointed receivers concerning the 2019 sale of Blackpool Football Club.

Companies are under increasing pressure to examine their ESG policies, particularly after the recent COP26 conference. The UK's commitment to achieving net-zero emissions by 2050 has intensified the ESG focus.

What is ESG?

ESG, or Environmental, Social and Corporate Governance, is a term used to describe a set of standards that measures a business' environmental and social impact.

Why is ESG important in a distressed restructuring?

It’s now level pegging for HMRC on cram down – twice it has been crammed down, and twice it has not.

In the most recent restructuring plan proposed by Prezzo, the court sanctioned the company’s restructuring plan and crammed down HMRC as both preferential and unsecured creditor. Unlike Houst’s restructuring plan, where HMRC was also crammed down, HMRC fiercely contested the plan proposed by Prezzo.

The Court of Appeal in Hunt v Ubhi has confirmed that insolvency practitioners seeking freezing orders are subject to the default requirement of providing an unlimited cross-undertaking in damages.

Amid ongoing economic uncertainty, businesses face growing – and sometimes insurmountable – challenges to remain viable, leading to a marked increase in accelerated or ‘distressed’ sales.

Distressed M&A describes a sale of shares or assets where the business is in financial distress. This includes, for example, companies that are undergoing restructuring or facing insolvency. The sale can be led by the company itself or an officeholder if the company has entered into a formal insolvency process.

The recent judgment in City Gardens Ltd v DOK82 Ltd [2023] EWHC 1149 (Ch) serves as a useful reminder of the extent of, and principles governing, the English court’s jurisdiction to wind up a company on the basis of inability to pay its debts.

Background

City Gardens Limited (C), and DOK82 Ltd (D), had entered into a “memorandum of understanding” (MoU) in relation to a significant debt owed by D to C.

Understandably the focus of corporate transactions, restructures and insolvencies tends to be big ticket issues such as finance, tax and assets.

Immigration considerations are often overlooked, potentially resulting in hidden risks and headaches for those involved. In this article, we look at the implications of such scenarios in two key compliance areas: sponsor licences and the prevention of illegal working.

What is a sponsor licence?

COMMODITIES CASE UPDATE JULY 2023 HFW COMMODITIES CASE UPDATE JULY 2023 We are delighted to present the July 2023 edition of the Commodities Case Update, with a summary of 12 key recent cases relevant to the commodities sector. With a market leading commodities team, we have over 100 lawyers who provide a full service internationally. The group is led by a team of over 25 partners, who are based in all our offices around the world, including in the major trading hubs of London, Paris, Geneva, Dubai, Singapore, Hong Kong and Sydney.