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Restructuring & Insolvency weekly highlights—29 August 2024 In this issue: Corporate insolvency processes Restructuring Personal insolvency Directors and insolvency Daily and weekly news alerts Corporate Rescue and Insolvency (August 2024 edition) New Q&A Corporate insolvency processes Company’s register of members | Conclusive or not for voting rights? (Bland v Keegan) In proceedings relating to JDK Construction Ltd (JDK), the Court of Appeal examined a challenge to the lawfulness of a written resolution appointing joint liquidators, alongside allegations of an unauthorised share transfer form. The Appellant argued her shares in JDK were wrongfully transferred, rendering the liquidators’ appointment invalid. The key question was whether the company’s register of members—recording her shares as transferred—was determinative for validating the members’ resolution. Affirming the decision of His Honour Judge Hodge KC, the Court of Appeal held that the register stands as prima facie evidence of who the members are and of the validity of resolutions passed by them, unless...
Umbrella Care Ltd (in liquidation) v Raja; Brittain and another v Raja (a bankrupt) [2024] EWHC 1973 (Ch) What are the practical implications of this case? Insolvency practitioners, acting in varied capacities—here as liquidator of a collapsed company and as trustee in bankruptcy of the director who committed fraud on HMRC via that company—regularly encounter serious non-cooperation. Where the obstruction is acute and there is a genuine risk the respondent may abscond and not return, the court can: Order the respondent’s arrest Impose restrictions preventing departure from the jurisdiction Direct that the respondent’s passport be held by the applicant’s solicitors until issues are concluded This delivers a clear warning to those obliged to assist IPs and obey court orders—engage fully or risk losing the ability to travel overseas. However, the character and persistence of the non-cooperation are decisive. If there is no live court process that a passport order would genuinely support, this most stringent remedy is unlikely to be...
In its 25 March draft regulatory technical standards, ESMA set out essential guidance on the data that must be submitted to national competent authorities (NCAs), which will oversee the vetting of proposed acquisitions of a qualifying holding in relevant CASPs. By way of context, MiCA establishes a harmonised authorisation regime for running a CASP across the European Union and for accessing the EU passport. The overarching aim is to foster fair competition among CASPs and a more secure landscape for crypto-asset investors by verifying the robustness and reliability of authorised service providers, together with their leadership and shareholders, regardless of the member state that granted authorisation. Thereafter, any subsequent alteration to the governance or ownership of an authorised CASP stemming from a merger or acquisition must undergo prior scrutiny by the NCA supervising the target. This review is poised to materially influence how future M&A deals involving a CASP are structured, turning sound foresight and comprehension of the assessment criteria into a central task. Against this backdrop, a close examination...
This Practice Note outlines the concept of parental responsibility for children under section 3 of the Children Act 1989 (ChA 1989). It describes what sits within the scope of parental responsibility and how the courts have read this concept in connection with matters such as education, religious upbringing, consent to medical treatment, changing a child’s surname, and removing a child from the jurisdiction. Definition Parental responsibility relates to the care and raising of a child until they reach adulthood. Under the ChA 1989, parental responsibility comprises all the rights, duties, powers, responsibilities and authority that, in law, a parent holds in respect of their child and the child’s property. It also embraces the rights, powers and duties that a guardian of the child’s estate (appointed before the ChA 1989 commenced) possessed in relation to the child’s property. Those rights extend to receiving or recovering, in the guardian’s own name for the child’s benefit, property of any description and wherever located to which the child is entitled to receive...
ARCHIVED: This Practice Note has been archived and is no longer being maintained. Through the transition period, core EU rules effectively continued to apply for derivatives practitioners (see Practice Note: Brexit—impact on finance transactions [Archived]); from IP completion day, however, the landscape alters markedly. This note offers a high-level overview of IP completion day’s practical implications for derivatives lawyers and signposts fuller guidance. MARKET ACCESS FOR SWAP COUNTERPARTIES Key EU and UK legislation and Brexit SIs Directive 2014/65/EU (EU MiFID II) and Retained Directive 2014/65/EU (UK MiFID II) Regulation (EU) No 600/2014 (EU MiFIR) and Retained Regulation (EU) No 600/2014 (UK MiFIR) Directive 2013/36/EU (EU CRD IV) and Retained Directive 2013/36/EU (UK CRD IV) The EEA Passport Rights (Amendment, etc., and Transitional Provisions (EU Exit) Regulations 2018, SI 2018/1149 The Financial Services Contracts (Transitional and Saving Provision) (EU Exit) Regulations 2019, SI 2019/405 Key changes in practice from IP completion day UK banks and investment...
What does this Practice Note cover? This Practice Note sets out an overview of the listing routes on The International Stock Exchange (TISE), with emphasis on its Qualified Investor Bond Market (QIBM), accelerated listing services, international recognitions, regulatory stance, and its sustainable finance offering. It explains the categories of debt securities eligible for admission, the advantages of listing on TISE, and the practical points for issuers, including timetable and disclosure obligations. TISE supports listings across a broad spectrum of debt, such as intragroup loan notes, high-yield bonds, asset-backed notes (covering securitisations and collateralised loan obligations), variable funding notes, convertible notes, Eurobonds and warrants. The platform includes the QIBM, which is tailored to the admission of bonds and other debt instruments marketed to institutional investors, professional investors, and other investors who are experienced and knowledgeable in bond investing (being ‘Qualified Investors’ as defined in the Qualified Investor Bond Market Listing Rules). TISE also provides the TISE Passport, a pan-European, fast-track listing facility available to debt security programmes that have already...
This form has been designed to assist you in lodging a data protection complaint so that we can examine and resolve it as swiftly as possible. Completing the form is optional; if you would rather, you may write to us or email your complaint using the contact details in section 5. 1 About you Fill in this section with details of the person submitting the complaint, even if the matter relates to someone else. Your name [ Details to be inserted here ] Your contact details [ Details to be inserted here ] [ Account OR Customer OR Client ] number, if known [ Details to be inserted here ] [ Your identity information ] [ For security reasons, we cannot respond to a complaint until your identity has been verified. Please provide [ insert details of identity information required, e.g. a certified copy of a driving licence or passport, plus a utility bill or other proof of address ] ] ...
For a sole representative [ To be typed on letter-headed paper of overseas business including its name and logo ] [ Insert address of employer ] [ Insert Home Office address where application is being sent ] [ Date ] Dear [ insert organisation name ] [ Insert name, date of birth and nationality of applicant as per passport ] I confirm on behalf of [ insert full name of overseas business ] that [ insert name ] [ has been employed by [ insert full name of overseas business ] from [ insert date employment commenced with the overseas business ] to date OR was employed by [ insert full name of overseas business ] from [ insert date employment commenced with the overseas business ] to [ insert date employment ended with the overseas business ], and then by [ insert name of UK company ] from [ insert date employment commenced with the UK company ] to date ]. ...
For sole representatives [ To be printed on the employer’s letterhead displaying its name and logo ] [ Enter employer’s address ] [ Enter the Home Office address to which the application is being sent ] [ Enter date ] Dear [ insert organisation name ] [ Enter the applicant’s name, date of birth and nationality exactly as shown in the passport ] I confirm, on behalf of [ insert full name of overseas business ], that [ insert name of applicant ] [ has been employed by [ insert full name of overseas business ] from [ insert date employment began overseas ] to the present OR was employed by [ insert full name of overseas business ] from [ insert date employment began with the overseas business ] to [ insert date employment ended with the overseas business ], and thereafter by [ insert name of UK company ] from [ insert date employment began with the UK company ] to...
BREXIT At 11pm (GMT) on 31 December 2020—known as ‘IP completion day’—the transition/implementation period entered into following the UK’s withdrawal from the EU came to a close. From that point onwards, key transitional arrangements came to an end and wide‑ranging changes started to take effect across the UK’s legal regime. This document provides guidance on subjects affected by these changes. Before continuing your research, see: Brexit and financial services: materials on the post‑Brexit UK/EU regulatory regime [Archived]. This Q&A assesses the impact of Brexit on passporting in the insurance sector, outlines the options available to insurers to continue to access the European Economic Areas (EEA), and highlights the factors for insurers to take into account in their contingency planning. This Q&A is produced in partnership with Clare Swirski at Clifford Chance. What are the main aspects of passporting under Solvency II?...
Passporting provisions in the Prospectus Regulation Under the Prospectus Regulation, an issuer must publish a prospectus and have it approved by a competent authority when offering securities to the public in the EEA or when applying for admission of securities to a regulated market, where no relevant exemption applies. To streamline cross-border share offerings within the EEA, the EU prospectus regime provides passporting arrangements that permit companies to produce a single prospectus usable throughout the EEA, avoiding the preparation of multiple documents for separate jurisdictions. Articles 24 to 26 of the Prospectus Regulation (EU) 2017/1129 set out these passporting provisions, stating that a prospectus approved by the competent authority in one EEA state (the home member state) can be relied upon in another EEA state (the host member state) without requiring the prospectus to be approved again by the competent authority in the host member state. As a result, a UK issuer has been able to undertake a cross-border share offer across the EEA on the basis of...
section 3C leave This answer proceeds on the basis that no request was submitted to the Home Office to cancel the application, nor to retrieve the passport prior to departing the UK. If someone makes an application from within the UK to extend their permission to stay before their existing leave runs out using the online route, the date on which the application is treated as lodged is the date the online form is submitted, not the enrolment of biometrics. When someone who already has leave to remain applies from inside the UK to extend it, their current leave, together with all attached conditions, continues automatically so long as a valid application is made before that leave expires (known as ‘section 3C leave’)...