Restructuring & Insolvency
Advising trustees of a deceased debtor
We acted for the trustees of a deceased debtor's estate on a claim against the debtor's surviving spouse using s.421A Insolvency Act 1986 to require payment into the bankruptcy estate for the value lost to the estate under the joint tenancy.
Helping an elderly client out of bankruptcy
We supported the family of an elderly bankrupt who wished to raise funds to repay a long-standing bankruptcy. We obtained the agreement of the Trustee in Bankruptcy that the dwelling-house had ceased to be comprised as an asset in the bankruptcy and successfully challenged the calculation of the payment in full figure.
Advising the joint administrators of a computer hardware re-selling company. Our initial instructions included an extensive security review across the group put in place following a sale of the shares in the UK part of the group by a secured creditor. As a result of this review, we provided high level strategic advice to the administrators in respect of the Group security structure and represented the company in discussions between the secured creditors in respect of the ranking, priority and interpretation of their security and finance documents. We also acted on the disposal of the company's freehold property and advised on contractual terms and retention of title issues in respect of a major creditor's cancellation of significant orders and the impact of this upon debtor collections.
Saving the Bloodhound Programme
We advised the joint administrators of Bloodhound Programme Limited, the company behind the development of a supersonic car which is attempting to not only go faster than the speed of sound but to cover a mile in 3.6 seconds. We worked closely with the joint administrators and key stakeholders such as Rolex, Rolls Royce and the MoD to achieve a sale of the company's assets, securing the project's future. Prior to the sale, we advised on the extension of key contracts, the terms of the intellectual property licences and the position of the landlord and rights under the lease.
Advising liquidators on fraud allegations
We supported the liquidators of a telecommunications company in relation to proceedings brought against the sole director and shareholder for alleged fraudulent trading, wrongful trading and breach of fiduciary duty arising from a telecommunications fraud.
We obtained a worldwide freezing injunction, a search and seizure order (enforced in residential and commercial premises) and a passport delivery up order against the director. This was followed by successful applications for a section 236 examination, summary judgment and for committal for contempt of court. The latter application led to a Court of Appeal ruling on the use of hearsay evidence in contempt proceedings and a twelve month custodial sentence being awarded against the defendant in absentia.
Defending a former director against claims by the Official Receiver
We represented a former director in relation to claims brought against both him personally and one of his companies in the High Court by the Official Receiver for payment of alleged debts and alleged breach of duty and misfeasance claims for circa £500,000.
Stakeholders and insolvent businesses
House of Fraser supply chain issues
In light of the administration of House of Fraser, we advised a key stakeholder in connection with its concession and online trading agreements. We provided strategic advice to the stakeholder on its ability to terminate its agreements on the administration of the retailer and the particulars of that process in order to ensure that the stakeholder's goods were protected and also that they had maximum leverage in any future contractual discussions with the purchaser of the business.
Joint venture with a Carillion group company
We advised a 50% foreign stakeholder in connection with its English joint venture company, where the other shareholder was part of the Carillion group and in compulsory liquidation. Working with incumbent advisors we provided specialist insolvency support in respect of the proposed options for joint venture going forward.
We examined the rights in the joint venture agreement in light of key insolvency principles including anti-deprivation and subsequently negotiated the acquisition for value of the Carillion-owned equity. Careful advice was required, both legal and commercial, on how best to deal with change of control provisions in key contracts entered into by the joint venture.
Distressed lenders and investors
Buying out assets under CMA scrutiny
We acted for a distressed investor on the acquisition of 11 car parts depots through a hive down and share sale required to comply with undertakings given to the Competition and Markets Authority by the seller.
In addition to the corporate acquisition, we advised on the key future stock supply agreement, transitional services arrangements and the working capital facility granted to the operating company, which has now been converted into an invoice discounting facility.
Helping a lender recover £1.8 million debt
Advising a distressed lender in proceedings to recover debts owed to it by corporate debtors and individual guarantors of approximately £1.8 million. The debtors disputed the debts on grounds of, amongst other things, misrepresentation and alleged "mis-selling" of the facilities.
Advice to a racecourse
Our Restructuring and Insolvency team advised a racecourse in relation to the restructuring of its funding and capital structure, achieved through a debt for equity swap and supplemented by an additional equity investment. Despite this restructuring, the company continued to struggle financially and subsequently entered administration.
Advice to the administrators focussed on the company's position under the terms of their existing lease, the landlord's ability to forfeit and/or prevent assignment, the ability to assign horse racing fixtures, the restrictive terms of the company's existing media agreements and how best to mothball the business for a period yet preserve value.
We engaged with key regulators, the British Horse Racing Association and the Greyhound Board of Great Britain and subsequently advised on all aspects of the sale of the company's leasehold property, the ongoing rights to the horse racing fixtures and certain other assets to a purchaser.
Advising directors of a lending company
We acted for the board of directors of a non-clearing bank lender offering a range of traditional loans, receivables finance and asset based lending products. Advising in respect of a number of non-core loans which had created a sizeable bad book liability putting the solvency of the lender in doubt, we provided advice on directors' duties and responsibilities and assisted the company in implementing a successful restructuring plan addressing the key financial issues.
Subsequently we acted for the client in the recovery of significant disputed debts (approximately £2-3 million) relating to both traditional loans and receivables financing, including: the issuance of high court proceedings to enforce personal guarantees, dealing with related regulatory issues and enforcement including the taking of security over substantial residential properties. Finally, we have also acted for the lender in defending significant preference claims brought against it by office-holders.