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#BusinessLawToday | The first notable court decisions on the Restructuring Officer regime have provided useful clarification on this new tool for Cayman companies in distress. Read: https://ow.ly/vjZB50QJWN2 Alex Davies Spencer Vickers Jordan McErlean Conyers #BusinessLaw #InternationalBusinessLaw #BankruptcyandFinance

As the Court of Appeal observed in its recent judgment in Foo Kian Beng v OP3 International Pte. Ltd. (in liquidation) [2024] SGCA 10, a company acts through its agents, with the board of directors typically being the company's directing mind. As such, the duties which directors owe to the company are important. And in this judgment, the Court of Appeal helpfully set out a framework for determining when a director’s duty to consider the interests of creditors in certain circumstances arises (the "Creditor Duty"): the approach is to first determine whether the Creditor Duty has arisen (see [103] - [105]), and then to ask whether the director has acted in breach of this duty (see [106]). It is important to note that this is merely one of the duties owed by directors. So if you are, or want to be, a director of a company, you should familiarise yourself with the duties you need to discharge.

Landmark decision of Hon'ble NCLAT on filing of claim arises from Arbitral Award during Liquidation Can Liquidator accept claim arises from arbitral award after the liquidation commencement date even the Liquidator participated in the arbitration proceedings during the liquidation process? In this important judgment, Hon’ble NCLAT held that: (i) Liabilities Liquidation Process Regulation 13 are to be determined as on the liquidation commencement date. (ii) Claims to be filed by the claimants as on the liquidation commencement date.  (iii) Liquidation Regulations, does not contemplate consideration of any claim, which arises subsequent to liquidation commencement date. (iv) Regulation 28 is only Regulation, which deals with a claim, which claim is not due on the liquidation commencement date, but the claim has to be filed, by such claimant. (v) When a claim has not arisen on the liquidation commencement date, the Regulation.... read here complete summary: https://lnkd.in/gTxcP2w5 Subscribe Now: https://lnkd.in/fkpcwfa Insolvency Journal last date: https://lnkd.in/eqAB9maW

Key points from this interesting Lawyer article: - It reveals just how confident US firms are - Infra teams are the hot ticket – not just private capital - The gauntlet’s been thrown #biglaw #londonlegal #lawfirmassociates #redorcalegal

Companies that fail to comply with a creditor's statutory demand for payment are subject to a presumption of insolvency and may face the prospect of winding up proceedings and the appointment of a liquidator. But that isn’t always the end of the story. Read the article by Chris Kintis, Partner, Bishoy Genday, Senior Associate, and Luca Burnett, Paralegal, to learn more about a case where the company successfully applied to terminate the winding up proceedings. #Cornwallslaw #ourpeople #insolvencylaw #liquidation

#BusinessLawToday | In the first appellate ruling on Part 26A restructuring plans, the Court declared the Adler Group’s plan to be in violation of the pari passu principle. Read: https://ow.ly/VRoZ50QOKT3 Alex Davies Jonathon Milne Mauricio Da Rocha Conyers #InternationalBusinessLaw #BankruptcyandFinance #BusinessLaw

Case Study: Salomon v. A. Salomon and Co. Ltd. - Discover the transformative legal saga of Salomon v. Salomon in our detailed analysis. Uncover how this landmark case reshaped corporate law by affirming the principle of corporate personhood and limited liability, forever altering how companies and shareholders are viewed within the legal framework. - https://lnkd.in/gQMAgzyz Author: Sahil Chauhan

In our latest Insolvency update, partner Lawrence Lee and special counsel Shelley Gepp provide an overview of the steps towards law reform following the Parliamentary Joint Committee on Corporations and Financial Services (Joint Committee) inquiry into corporate insolvency in Australia. The article looks at some of the recent developments in relation to recommendations regarding the Personal Property Securities Act, developments re the Bankruptcy Act, and the further reforms under consideration. Read the full update for details and if you have any questions about the Joint Committee inquiry and the looming reforms to the insolvency laws of Australia, the experienced Lavan team is here to help. #Lavan #PerthLawyers #Liquidation #Insolvency #lawreform

The "Creditor Duty": Navigating the twilight zone. Directors have a fiduciary duty to act in the company's best interests. This includes considering the interests of all stakeholders including creditors when conducting the company's affairs (ie, the Creditor Duty). The Creditor Duty takes on varying significance at different stages of the company's life cycle. One issue that frequently comes up while advising insolvency practitioners (IPs)/directors in insolvency investigations/recovery claims is when the Creditor Duty takes the front seat and whether the duty is breached. Directors' breach of the Creditor Duty offer IPs another avenue to bring recovery claims on the company's behalf to bolster the company's assets. The Singapore Court of Appeal provided some guidance in the recent decision of Foo Kian Beng v OP3 International Pte Ltd: Category 1 (The company is solvent) - The Creditor Duty does not arise as a discrete consideration. Directors typically do not need to do anything more than act in the shareholders' interests to comply with the fiduciary duty to act in the company's best interests. Category 2 (The company is imminently likely to be insolvent) - The Creditor Duty is engaged. But directors need not treat creditors' interests as the exclusive or main factor if they subjectively consider in good faith that a transcation would promote the continued viability of the company, thereby benefitting both shareholders and creditors. Category 3 (The company is insolvent; insolvency proceedings are inevitable) - The Creditor Duty takes the front seat. Directors are prohibited from procuring company transactions that exclusively benefit shareholders / themselves at the creditors' expense. Practically, this means that directors managing financially troubled companies should be prepared to justify their commercial decisions based on the relevant economic factors at the time (and keep records of these deliberations). Unsubstantiated legal advice on the unlikelihood of a contingent liability materialising, alone, may not be sufficient justification. Conversely, in investigating and bringing recovery claims on the company's behalf, IPs would be looking out for red flags such as the absence of commercial justifications for directors' decisions (especially self-enriching ones) made during the twilight period. #law #legal #disputes #litigation #disputeresolution #insolvency #liquidation

Purpose of Bylaws in an organization & Ten important Articles / Clauses that must be included in an Organizations Bylaws for the state of Delaware and as per Delaware General Corporation Law (DGCL): Bylaws are set of Articles/ Clauses, which is drafted, by the First Members / Shareholders and acts as a framework to govern the organizations. These are more on the lines of Standard Operating Procedures (SOP) and it has to be compliant with Statutes / Codes of the respective state, let’s say Delaware and the statute would be Delaware General Corporation Law (DGCL). The 10 Articles / Clauses are adopted from:   Statute: Delaware General Corporation Law   Title – 8   Chapter - 1 1.   Clause / Subchapter II with Relevant Sections dealing with – Powers 2.   Clause / Subchapter III with Relevant Sections dealing with – Registered Office & Registered Agent 3.   Clause / Subchapter IV with Relevant Sections dealing with – Directors & Officers 4.   Clause / Subchapter V with Relevant Sections dealing with – Stocks & Dividends 5.   Clause / Subchapter VI with Relevant Sections dealing with – Stock Transfers 6.   Clause / Subchapter VII with Relevant Sections dealing with – Meeting, Elections, Voting & Notices 7.   Clause / Subchapter VIII with Relevant Sections dealing with – Amendment of Certificate of Incorporation, Changes in Capital and Capital Stock 8.   Clause / Subchapter IX with Relevant Sections dealing with – Merger, Consolidation or Conversion 9.   Clause / Subchapter X with Relevant Sections dealing with – Sale of Asset, Dissolution & Winding Up 10. Clause / Subchapter XI with Relevant Sections dealing with – Insolvency, Receivers & Trustees These are some of the ten (10) important articles / clauses that must be included in an organization’s Bylaws. #lawsikho #uslaw