By Daniel Waldman, Pallett Valo LLP
The Ontario Court of Appeal recently delivered a decision that provides much-needed guidance on both the power and limitations of vesting orders in receivership proceedings.
By Biljana Svaljek, Infokorp
Some projects are only designed to last a few years. Usually, in Croatia, a legal entity is established in order for a project to run smoothly or to receive government incentives. Since the annual financial statements have to be submitted even when there were no transactions, entrepreneurs should close the company when it is no longer needed. There are two ways of closing a legal entity that do not include filing for bankruptcy: the regular liquidation process and the shortened cessation of business activity without liquidation.
By Andrew Lacey and Danyal Ibrahim, McCabe Curwood
On 19 June 2019, the High Court of Australia handed down a significant decision pertaining to corporate trustees in Carter Holt Harvey Woodproducts Australia Pty Limited vs Commonwealth of Australia [2019] HCA 20, also referred to as the “Amerind appeal”. It is settled law in Australia that although personally liable for trust liabilities, a corporate trustee has a right to use trust assets to indemnify itself in respect of trust liabilities. In the Amerind appeal, the High Court was faced with the question of whether this right of indemnity was “property of the company” within the meaning of Australian corporations law. The trial judge answered this question in the negative, reasoning that the right of indemnity was “held on trust for the trust creditors” rather than personal property of the trustee.
By Tony Nunes and Harrison Dell, Kelly+Partners Chartered Accountants
The Australian Taxation Offce has departed from its view that a receiver has an obligation to “account for” tax out of income, profit, or gains derived by them in their representative capacity. The ATO backflip is due to the recent High Court decision in Commissioner of Taxation vs Australian Building Systems (in liq) [2015] HCA 48.
By Leslie A. Berkoff, Moritt Hock & Hamroff LLP
On 25 February 2019, the Second Circuit Court of Appeals issued a decision in the case of Picard, trustee for the liquidation of Bernard L. Madoff Investment Securities LLC (“Madoff Securities”). The trustee alleged that Madoff Securities fraudulently transferred property to certain foreign feeder fund customers, who subsequently transferred it to other foreign entities. The trustee sought to recover these funds from the appellees, contending that the transfers were avoidable as fraudulent conveyances pursuant to §548(a)(1)(A) of the Bankruptcy Code, and that they should thus be recoverable under §550(a)(2).
By Dr Angelika Baumhof and Christian Pflaeger, Jakoby Dr. Baumhof - Wirtschaftsprüfer Steuerberater Rechtsanwälte
For a long time, it was uncertain whether a notarised shareholders’ resolution of approval is required in the case of a German limited company (GmbH) selling all or substantially all of its assets. It was clear that a shareholders’ resolution of approval is required, but not its form. On 08 January 2019, the German Federal High Court of Justice (II ZR 364/18) ruled that the legal provision § 179a AktG (German Stock Corporation Act) does not apply by analogy to German limited companies (GmbHs). Section 179a AktG stipulates that the sale of the business of a German stock company requires a notarised resolution of the meeting of the stockholders with not less than a majority of three fourths, otherwise the transaction is null and void.
By Raffaela Lödl-Klein and Mario Kapp, KAPP & PARTNER Rechtsanwälte GmbH
In addition to founding a company, the dissolution of a company should also be considered. In Austria there are two main procedures used to liquidate an Austrian company:
By Carole Hong Tran, FIDAG SARL
Statutory auditors carry out their mission with a long-term perspective and contribute to the prevention of the possible diffculties of the entity they audit. The Law of 01 March 1984, amended by the Act of 10 June 1994, established an alert procedure which consists, for the auditor, of informing company management of any facts likely to jeopardise the business continuity.
By Corey H. Neubauer, Prager Metis International LLC
There will be a time when your client’s customers will go through a rough patch and have the need to file for bankruptcy protection. Before filing, one of these customers may, out of loyalty or with an eye to the future, pay this client.
By Jenni Jenkins and George Jackson, Memery Crystal LLP
In 2006, Great Britain gave effect to the Cross-Border Insolvency Regulations (CBIR) (which enacts the UNCITRAL Model Law and is the equivalent of US Chapter 15), which provides a framework for English courts to recognise crossborder insolvency proceedings.
