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BCLP

UK Corporate Briefing - September 2024

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Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss...more

Paul Hastings LLP

The Legal 500’s Restructuring & Insolvency Comparative Guide

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Our London Financial Restructuring team authored the UK chapter of the 8th Edition of The Legal 500’s “Restructuring & Insolvency Comparative Guide". The guide provides information on the current issues affecting...more

Rivkin Radler LLP

Trust Beneficiary Engages In Like Kind Exchange Using Trust Property

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It is a basic principle of the income tax that the gain or loss realized by a taxpayer from the conversion of property into cash, or from the exchange of property for other property that differs materially in kind from the...more

Baker Donelson

NVCA Revises Model Forms Post-Moelis Ruling

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The National Venture Capital Association (NVCA) is the self-designated flagship trade association of the venture capital (VC) industry. Its primary mission includes promoting consistency and efficiency in VC financing...more

Walkers

The Cayman Islands Court of Appeal will consider whether a company's shareholders can bring claims for misrepresentation against...

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In an unprecedented turn of events, two recent proceedings in the Grand Court of the Cayman Islands considered the same complex legal issues just one week apart. Both In the Matter of HQP Corporation Limited (assigned to...more

Ward and Smith, P.A.

Tax Treatment of the Sale of Social Club Assets Upon Liquidation

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Since 1916, Congress has exempted from income taxation clubs formed to facilitate social interaction between its members.  As a result, country clubs, hunting and fishing clubs, college sororities and fraternities, and...more

Latham & Watkins LLP

Adler: A Spanish Perspective

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How would the Spanish court tackle the issues faced by the English Court of Appeal in Adler? Our analysis provides an instructive comparison for groups, shareholders, and creditors when considering where to restructure....more

Awatif Mohammad Shoqi Advocates & Legal...

Liquidation of Companies Under UAE Law: A Comprehensive Guide Based on Federal Decree-Law No. 32/2021 on Commercial Companies

The liquidation of a company is a pivotal process governed by legal regulations in the UAE. Understanding the intricacies of liquidation proceedings is essential for stakeholders involved in company dissolution. Federal...more

Rivkin Radler LLP

Shareholder-Transferee Liability for a Corporation’s Income Tax

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Would you be surprised to learn that most shareholders of closely held corporations, and especially those with minority or merely passive interests, believe they cannot be held responsible for the tax obligations of their...more

A&O Shearman

Court of Appeal Overturns Restructuring Plan Sanction and Looks at Cram Down

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On 23 January 2024, Snowden LJ handed down the Court of Appeal's judgment in the Adler Restructuring Plan case - AGPS Bondco plc - overturning the sanctioning of the Plan by the High Court in April 2023....more

Latham & Watkins LLP

English Court of Appeal Overturns Adler Sanction: What Next for Restructuring Plans?

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The decision represents the first appellate-level ruling on the Part 26A regime. On 23 January 2024, the Court of Appeal set aside the sanction of the Adler restructuring plan (RP) in the first appellate-level decision on...more

Walkers

Overview of a Members Voluntary Liquidation

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A Members Voluntary Liquidation ("MVL") is a process undertaken by a solvent company to wind up its affairs in an orderly manner when the company has concluded its activities and the shareholders wish to distribute the...more

Walkers

A Little More Time: The BVI Court Clarifies When and How It Will Exercise Its Discretion to Adjourn an Application to Appoint...

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Emerging from the COVID-19 pandemic, inflationary pressures and increasing interest rates have continued to have a negative impact on the global economy. This has caused a significant increase in the number of creditor...more

Ward and Smith, P.A.

Purchases and Sales of an Incorporated Business: Asset Acquisitions and Stock Sales

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There are two primary ways to structure the taxable purchase and sale of an incorporated business.  The parties may engage in an asset acquisition, in which the buyer purchases assets directly from the target corporation....more

A&O Shearman

Luxembourg case law briefing – corporate law highlights - 2023 Edition

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We are very pleased to present the third edition of our Luxembourg corporate law-focused case law briefing. In this edition, we are focusing on the 2022 calendar year rulings we identified to be the most relevant for...more

Holland & Hart LLP

Why Bankruptcy Is A Budding Alternative For Cannabis Cos.

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Bankruptcy can be a remarkable tool for rehabilitating a struggling business, preserving jobs and going-concern value, and liquidating the assets of an insolvent company. The drafters of this country's bankruptcy laws...more

Holland & Hart LLP

How A Union Fight Played A Key Role In Yellow's Bankruptcy

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Trucking giant Yellow Corp. skuttled operations and filed for bankruptcy protection in the U.S. Bankruptcy Court for the District of Delaware on Aug. 6, a mere three years after receiving $700 million in pandemic-era relief...more

Walkers

‘What say ye?’: The importance of creditors’ views in restructurings – an offshore perspective

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Introduction - In two relatively recent offshore cases, the differing views of creditors and shareholders (and management) have been considered in the context of winding up pro- ceedings, including the criteria for the...more

Woodruff Sawyer

SPAC Litigation Mid-Year Update: Delaware Opens the Gates

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With SPAC IPOs virtually gone but SPAC mergers (aka de-SPACs) continuing at a steady pace since the beginning of the year, the questions around getting a deal done boil down to the following: How and where can companies get...more

Rivkin Radler LLP

Some Observations On Recent Conversions of Partnerships to “C” Corporations

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Decisions- It is often the case that the optimal form of legal entity through which a business should operate, at least for income tax purposes, will depend in part upon the stage of its life cycle in which the business...more

Dechert LLP

Luxembourg Publishes Bill of Law Aimed at Modernization of Product Laws Including Part II AIFs

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The Luxembourg government published bill of law n°8183 (the “Bill”) on 24 March 2023 that amends five existing laws on alternative investment funds (“AIFs”) and alternative investment fund managers (“AIFMs”), namely the UCI...more

International Lawyers Network

Establishing A Business Entity In Israel (Updated)

While there are a few different forms of “corporate” entities in Israel, this guide will focus on companies and partnerships as these are the entities that the non-Israeli businessman is most likely to set up or invest in if...more

Goodwin

BTI v. Sequana - What’s new for directors in the zone of insolvency?

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In BTI 2014 LLC v. Sequana SA and Others [2022] UKSC 25 (“Sequana”), the Supreme Court confirmed the existence of a duty owed at common law by company directors to consider the interests of its creditors, and also provided...more

Conyers

Directors: “What shall we do?” – Interplay between the Sequana decision, HSBC v NewOcean Energy Holdings Ltd and the new Cayman...

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Due to the recent challenging economic environment, the law’s treatment of creditors’ interests in a restructuring or insolvency has been a hot topic. From a creditor’s perspective, its objective will be straightforward: to...more

Dechert LLP

Sequana: “Momentous” Judgment by Supreme Court on the Creditor Duty

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The Supreme Court has ruled, for the first time, on the existence, specific content and engagement of the so-called “creditor duty” or the “rule in West Mercia”. In doing so, it unanimously dismissed BTI’s appeal. ...more

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