Bankruptcy can provide important advantages to companies considering M&A activity today. M&A purchases of bankrupt companies obviously often feature significantly depressed valuations and a small universe of potentially viable purchasers.
M&A activity that is part of the bankruptcy process will prioritize speed and efficiency, offering a number of potentially important benefits over the traditional merger process, including:
All three institutions of the European Union have now approved the EU Preventive Restructuring Framework Directive. This is the EU's first attempt to "harmonise" insolvency laws across the Member States, that have disparate existing legislation. What does the Directive do and what will be its effect in practice?
The Directive
2018 will be a year of change, challenges and opportunities for banks and financial services providers.
On January 17, 2017, the US Court of Appeals for the Second Circuit ruled in favor of the defendant in Marblegate Asset Management, LLC v. Education Management Finance Corp.1, by vacating the decision of the District Court for the Southern District of New York (the "District Court") and finding that "Section 316(b) [of the Trust Indenture Act] prohibits only non-consensual amendments to an indenture’s core payment terms." This decision, combined with the recent ruling of the District Court in granting a motion to dismiss in Waxman v. Cliffs Natural Resources Inc.
On 27 April 2015, the English High Court sanctioned a scheme of arrangement (the “Scheme”) for the US$200 million 9.5% senior notes due 2015 (the “2015 Notes”) issued by DTEK Finance B.V. (the “Issuer”), a Dutch finance subsidiary of the Ukraine’s largest privately owned energy group (“DTEK”). The Scheme was approved by 91.1% of noteholders.
This issue reviews the most important recent changes to the regime of challenging transactions made by debtors in anticipation of insolvency. These changes were introduced in the Resolution adopted at the Plenary Session of the Supreme Commercial Court of the Russian Federation (the “Supreme Commercial Court”) No. 63 “Certain Matters Relating to the Application of Chapter III.1 of the Federal Law “On Insolvency (Bankruptcy)”1 dated 23 December 2010 (the “Resolution”).2
1. Introduction
On 25 August 2010, the German government published a draft of an Act for the Restructuring and Orderly Liquidation of Credit Institutions, for the Establishment of Restructuring Fund for Credit Institutions and for the Extension of the Limitation Period of Corporate Law Management Liability (Restrukturierungsgesetz, the “German Restructuring Act”). It is anticipated that the German Restructuring Act will soon be introduced to the German parliament and be passed quickly.
Setoff is a doctrine based as much on practical considerations as on equitable ones.
In response to the increasing complexity of cross-border restructurings and liquidations, a new chapter (Chapter 15) was added to the US Bankruptcy Code in 2005. Chapter 15 is meant to provide a framework for effectively and efficiently dealing with cross-border insolvency proceedings involving the United States by providing the representative of a foreign insolvency case with certain benefits and protections.
In National Energy & Gas Transmission, Inc. v. Liberty Electric Power, LLC (In re National Energy & Gas Transmission, Inc.),1 the Fourth Circuit held that, where an unsecured creditor receives payment from a non-debtor guarantor in partial satisfaction of a claim against the debtor, for purposes of the creditor's claim against the debtor, the creditor may not choose to allocate such payment to post-petition interest.