Maxims Global 21st Century United Kingdom Law Series
CORPORATE INSOLVENCY COLLECTION

Author
Rosemary Jane Harrison LL.B LL.M C.Ed C.M.S. ACIArb. MCMI.
Associate Research Fellow, Witan Institute of Management Studies
Witan International College, Berkshire U.K.

Preface
Glossary
Introduction

CHAPTER 1 – OFFICIALS INVOLVED WITH INSOLVENCY

Official Receiver
(a) Functions
(b) Statement of Affairs

Liquidator
(a) Vacation of Office
(b) Removal of Liquidator
(c) Remuneration
(d) Functions and Powers of the Liquidator
(e) Duties and Liabilities of the Liquidator

Administrator
(a) Removal
(b) Remuneration
(c) Functions and Powers of the administrator
(d) Removal of the Director
(e) Administrative proposals
(f) Freedom of information for the administrator
(g) Conduct of the Administration
(h) Injunctive, compensatory or restitutive remedies

ADMINISTRATIVE RECEIVERS

INSOLVENCY PRACTITIONER
(a) Remuneration and expenses
(b) Controls on financial dealing

CHAPTER 2 – TYPES OF CORPORATE INSOLVENCY AND CREDITORS PETITIONS

Company unable to pay its debts
(a) Balance Sheet Insolvency
(b) Ultimate Insolvency

Jurisdiction of the Courts
(a) County Court (outside London)
(b) The London Insolvency District
(c) High Court
(d) Creditor’s Petitions

CHAPTER 3 – LIQUIDATION

Compulsory Arrangements
(a) stage one: The Petition
(b) Stage Two: The Hearing
(c) Stage Three: After the Order has been made

Voluntary Arrangements
Members Voluntary Liquidation (MVL)
(a) Stage One: Declaration
(b) Stage Two: Registration and Advertisement of Declaration
(c) Stage Three: Corporate Meeting
Creditors Voluntary Liquidation (CVL)
(a) Stage One: Corporate Meeting
(b) Stage Two: Statement of Company Affairs
(c) Stage Three: Appointment of Liquidator
 
   Are any companies excluded?
   Which companies are excluded?
   How is the Moratorium obtained?
   Is there any notice and advertising needed?
   Are there any special provisions that attach to this process?
   Are the directors still in control during cva’s?
   Has the company any powers itself?
   Duties of the nominee, how far do they extend on cva’s?
   Can the nominee be replaced?

Corporate Voluntary arrangements
What is a CVA?
(a) Stage One: The Proposal
(b) Stage Two: The Report
(c) Stage Three: The Meeting
(d) Stage Four: Approval
(e) Appeals
(f) Termination of the CVA

CHAPTER 4–TRADING AGREEMENT FOR BUSINESS RESCUE

Administration Orders
Why were there changes made?
(a) Stage One: Application to the court
(b) Stage Two: The Effect of the Order
(c) Stage Three: The Administrator
(d) Stage Four: The Meeting of Creditors
(e) Stage Five: Termination of the Order
(f) Summary: The Merits of an Administration Order

CHAPTER 5 – ANALYSIS OF INSOLVENCY LAW REFORM ISSUES AND RECENT CHANGES IMPLEMENTED

Company Voluntary Arrangements (CVA)
(a) Criticisms
(b) Reforms of Compulsory Voluntary Arrangements
(c) Advantages of the New System

Administration Orders
(a) Criticisms
(b) Reforms
(c) Advantages
Debt/Equity Conversion

CHAPTER 6 – CESSATION OF TRADING: PROGRESS FOR MAXIMISATION OF ASSET REVENUE

Receiverships
Court Appointed
Administrative Receiverships
(a) Stage One: Procedure of appointment
(b) Stage Two: Notification of Receivers Appointment
(c) Stage Three: Report
(d) Stage Four: Procedure

CHAPTER 7 – COMPANY DIRECTOR STATUS AND DUTIES TO THE COMPANY

What are the Duties of Company Directors?
(a) Bona fide in the best interests of the Company
(b) Shareholder Interest
(c) Creditors’ Interest
(d) Employee’s Interest

Duty not to act for any collateral purpose
Duty of skill and care
No conflict Rule
Directors Liabilities on insolvency
Fraudulent Trading - Civil Offence
Fraudulent Trading – Criminal Offence
Wrongful Trading
Misfeasance
Transactions at an undervalue
Preferences
Company Directors personal guarantees
Negligence – just and equitable ground
Grounds for a petition
Insurance
Director’s liability in the anticipation of winding up
Fraud in the anticipation of winding up
Misconduct in the course of winding up
Falsification of company’s books
Material omissions from statement relating to the companies affairs
False representations to creditors
Prosecution of delinquent officers and members of the company
Reliefs
Directors disqualification
Company Structure
Company voluntary arrangements
What are connected creditors?
What kinds of proposals are included?
Are there provisions for creditors who were unaware of the CVA
Voting

CHAPTER 8 – INVESTIGATING OF PRE LIQUIDATION COMPANY BUSINESS AND THE EXISTING STATUS OF COMPANIES

Corporate Books
Investigation of individuals
Procedure for applying for the examination of a company
Public examination

Voluntary Liquidation
(a) Creditor’s Voluntary Liquidation
(b) Members Voluntary Liquidation

CHAPTER 9 – CORPORATE ASSETS: HOW INSOLVENCY ALTERS OR VARIES ASSETS

Asset acquisition and disposal
Third Parties
Executory Contracts
Insurance Contracts
Transactions at an undervalue
Voidable preferences
Restoration and restitution orders
Debt payment avoidance
Extortionate credit
Invalid floating charges
Floating charges securing bank advantages
Conversion of floating charges to fixed charges
Invalid company executions
Execution against goods

CHAPTER 10 – RANKING OF CORPORATE DEBT ON INSOLVENCY

(a) costs and expenses of the liquidation
(b) debts and liabilities of the company
(c) Preferential debts and claims
(d) Secured debts
Interest
(e) Distribution to members

APPENDICES

APPENDIX A: THE INSOLVENCY SERVICE INFORMATION PUBLICATIONS

APPENDIX B: INSOLVENCY SERVICE OFFICE LISTINGS

APPENDIX C: SPECIALISED AREAS WITHIN THE INSOLVENCY SERVICE

APPENDIX D: INTERNATIONAL DOCUMENTS APPLICABLE TO UK INSOLVENCY LAW

UNCITRAL MODEL LAW ON CROSS BORDER INSOLVENCY

COUNCIL REGULATION (EC) 1346/2000 OF 29TH MAY 2000 

APPENDIX E: ORGANISATIONS ABLE TO GIVE ADVICE AND HELP WITH INSOLVENT COMPANIES

APPENDIX F: BARRISTERS CHAMBERS SPECIALISING IN CORPORATE INSOLVENCY

APPENDIX G: CORPORATE INSOLVENCY STATUTES

APPENDIX H: BIBLIOGRAPHY

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