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Intra-group reorganisation (by share sale)─checklist

Intra-group reorganisation (by share sale)─checklist This Checklist summarises the key steps involved in an intra-group reorganisation by sale of shares of an English-incorporated company to another English-incorporated company and highlights certain issues which may arise for the company as a result of such process. This Checklist does not claim to be exhaustive, as the issues that arise in connection with an intra-group reorgnisation by share sale and the steps involved in the process will vary from one transaction to the next. For a summary of the key issues involved in an intra-group reorganisation by way of an asset sale, please refer to: Intra-group reorganisation (by asset sale)─checklist. Consideration of a corporate reorganisation may also require specialist assistance in property, employment, pensions, intellectual property, information technology, finance and tax matters. Please consider obtaining further guidance on these areas. For further information, see Practice Notes: IP and IT aspects of intra-group reorganisations and Intra-group reorganisations and pensions. Issue Guidance Determining the reorganisation structure and other preliminary considerations (general) Asset purchase or...

Application for a validation order for a company—checklist

Application for a validation order for a company—checklist Obtain necessary information to draft statement in support of application for validation order: • a company search • a copy of the winding-up petition • details of the debt and, if disputed, details of dispute • up to date accounts and forecasts, including bank account statements • details of the intended dispositions (including continued trading if relevant)/transfers (including supporting documentation) • if the asset is a property, identification of the property including title numbers • valuation evidence if an asset is to be disposed of See Practice Note: Validation orders—dispositions of property after commencement of winding up. Draft: • witness statement in support from a director or officer of the company who is intimately acquainted with the company's affairs and financial circumstances. If appropriate, supporting evidence from the company's accountant should also be produced. The evidence should, as a minimum, contain the information set out in the Practice Direction on Insolvency Proceedings (PDIP), para 9.11.4, namely: ◦ when and to whom notice...

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Flowchart—which demerger route is most tax effective?

Flowchart—which demerger route is most tax effective? This Flowchart is a high-level summary of the tax issues that may lead a company to choose a particular route to demerger. The concepts and terminology used in the flowchart are explained in the Practice Notes dealing with demergers, as follows:

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Corporate insolvency for dispute resolution practitioners: compulsory liquidation

This Practice Note contains a summary of the key points relating to compulsory liquidation from the perspective of a dispute resolution practitioner.What is compulsory liquidation?Compulsory liquidation is the process of winding up a company by the court, as distinct from a voluntary liquidation (both creditors’ voluntary liquidation (insolvent) and members’ voluntary liquidation (solvent)) which is commenced by a shareholders’ resolution.Compulsory liquidation is most frequently used by a company’s creditors, but it is also possible for others to wind companies up, such as the company itself or its members.For further reading on compulsory liquidation generally, see Practice Note: Liquidation—an introductory guide.The effect of compulsory liquidation on legal proceedingsExisting proceedingsThere is an automatic stay on existing legal proceedings against the company once a winding-up order has been made or a provisional liquidator appointed. This means that no action or proceedings can be commenced or continued against the company without the court's permission. Anyone wishing to lift this stay must apply to the court under section 130(2) of the Insolvency Act 1986 (IA...

Overseas companies in the UK—winding up, liquidation, insolvency and closure

When an overseas company opens an establishment which carries on business in the United Kingdom, it may have to register its particulars with Companies House. For details on registration requirements, see Practice Note: Overseas companies with an establishment in the UK.The regime for registration of an overseas company doing business in the UK is separate and distinct from the registration of overseas entities with an interest in UK property. For further details on the register of overseas entities that own UK property established by the Economic Crime (Transparency and Enforcement) Act 2022 (EC(TE)A 2022), see Practice Notes: Register of overseas entities that hold UK property—fundamentals and The beneficial ownership register of overseas entities that own UK property.This Practice Note summarises the requirements of an overseas company pursuant to the Companies Act 2006 (CA 2006) and the Overseas Companies Regulations 2009 (OC Regs 2009) in relation to its winding up, liquidation or other insolvency proceedings and the closure of its UK establishment.This Practice Note should be read in conjunction with Practice Notes:...

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Cross-border protocol for insolvencies or restructurings

Cross-border protocol for insolvencies or restructurings This Agreement is made [insert day and month] 20 [insert year] Parties 1 [insert name of insolvency representative] in their capacity as [insert capacity eg liquidator or administrator or trustee or custodian or supervisor or curator or examiner] of [insert name of company(ies) appointed over] in [insert name of country A] appointed by a decision of the [insert name of court or administrative or governmental or regulatory body appointing them] dated [insert date]; and 2 [insert name of insolvency representative] in their capacity as [insert capacity eg liquidator or administrator or trustee or custodian or supervisor or curator or examiner] of [insert name of company(ies) appointed over] in [insert name of country B] appointed by a decision of the [insert name of court or administrative or governmental or regulatory body appointing them] dated [insert date]; together referred to as the Insolvency Representatives; and 3 [insert name of debtor company(ies)] a company incorporated in [insert country] under number [insert registered number] whose ...

Application notice Insolvency Act 1986 s 216

Application notice Insolvency Act 1986 s 216 APPLICATION NOTICE Form IAA Rule 1.35 of the Insolvency (England and Wales) Rules 2016 Court Reference No. [insert number] [IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS [OF ENGLAND AND WALES OR IN [insert location]] INSOLVENCY AND COMPANIES LIST (ChD) OR IN THE HIGH COURT OF JUSTICE CHANCERY DIVISION [insert location] DISTRICT REGISTRY OR IN THE COUNTY COURT AT [insert location]] IN THE MATTER OF [insert company name] AND IN THE MATTER OF S 216 OF THE INSOLVENCY ACT 1986 Between [insert name]        Applicant and [insert name]        Respondent 1 This application is made under Section 216 of the Insolvency Act 1986. 2 The Applicant is [insert name and address of the applicant], a former director of [insert full name of company subject to liquidation] Ltd. 3 The Respondent is [name and address of the respondent]. 4 The application concerns [identify the company that is the subject of the proceedings]. 5 This application is made to the [Judge OR...

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Is it acceptable for a liquidator and the only creditor in an insolvency situation to be represented by the same solicitor? Or is this a conflict?

Is it acceptable for a liquidator and the only creditor in an insolvency situation to be represented by the same solicitor? Or is this a conflict? Both insolvency practitioners (IPs) and solicitors are members of professions that are governed by separate ethics codes. Both IPs and solicitors, before accepting an appointment or an instruction, should carry out documented procedures to ensure that there would not be a conflict of interest or breach of their ethics code in accepting the appointment or instruction. The question does not specify whether the conflict concerned would be for the solicitor or the IP and although both issues are considered, this answer deals primarily with the IP and whether the IP would have a conflict of interest. The insolvency ethics code sets out a framework approach that is to be followed in all cases to establish whether there is a conflict of interest. The IP should first of all assess whether there are any threats to the fundamental principles of integrity,...

Do the English property and assets of a dissolved overseas company pass to the Crown as bona vacantia?

Do the English property and assets of a dissolved overseas company pass to the Crown as bona vacantia? When a company registered in England and Wales is dissolved, all property and rights vested in or held on trust for it (including leasehold property) will be deemed bona vacantia (meaning ‘ownerless property’) at the date of dissolution and will vest in and belong to the Crown (or the Duchy of Lancaster or Duchy of Cornwall, as may be appropriate). The treatment of companies incorporated outside the UK (overseas companies) is dealt with in Part 34 of the Companies Act 2006 (CA 2006), which gives the Secretary of State power to make regulations to impose on overseas companies various registration, reporting and disclosure requirements. The two principal regulations dealing with overseas companies are: • the Overseas Companies Regulations 2009, SI 2009/1801 • the Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009, SI 2009/1917, as amended by the Overseas Companies (Execution of Documents and Registration of...

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PI & Clinical Negligence weekly highlights—12 June 2025

This week’s edition of PI & Clinical Negligence weekly highlights includes news from The Civil Procedure Rule Committee’s meeting minutes from 9 May 2025 which revealed that fixed recoverable costs reforms for lower value clinical negligence claims remain on hold, and HM Courts and Tribunals Service has implemented temporary changes to the ‘help with court fees’ application process as of 6 June 2025. We consider a High Court decision that looked at challenges in calculating accommodation claims for claimants with limited life expectancy, and a decision that looked at issues concerning insurance indemnity and payment security due to policy deficiencies. We also consider the Civil Justice Council’s recommendations for litigation funding reforms. In addition, we have our usual round-up of other news, cases and New Law Journal articles of interest.

Insurance & Reinsurance weekly highlights—12 June 2025

This week's edition of Insurance & Reinsurance weekly highlights includes: War risk insurers held liable for jets stranded in Russia (AerCap Ireland Ltd v AIG Europe SA and another); UK ransomware ban could boost cost of cyber-insurance; UK insurers abusing dishonesty defence, legal body warns; Insurers Using More 'Sweep-Up' Clauses In Policies; Lloyd's broker faces 2027 trial over US$3m bribery scheme; UK needs modern sanctions rules, ex-Lord Chancellor warns; Solvency II—Commission consults on draft delegated decision regarding provisional equivalence for third-country insurers within EU-headquartered groups; plus dates for your diary and key recent cases.