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Insolvency Fiduciary Duty

Conyers

Bermuda Supreme Court Sanctions Pre-Winding Up Asset Sale Despite Creditor Opposition

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In a significant decision from the Commercial Division of the Supreme Court of Bermuda, Justice Shade Subair Williams has provided important clarification on the standards applicable when courts are asked to sanction...more

Cooley LLP

Are You in This Party? The Scope of Section 213 of the Insolvency Act 1986

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The UK Supreme Court recently handed down a judgment in Tradition Financial Services Ltd v Bilta (UK) Ltd & Others in which it considered the scope of section 213 of the Insolvency Act 1986, specifically whether those beyond...more

Mayer Brown

UK Supreme Court Confirms Broad Scope of Fraudulent Trading Provision Under S.213 Insolvency Act 1986

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On 7 May 2025, the UK Supreme Court handed down its judgment in Bilta (UK) Ltd (in liquidation) and others v Tradition Financial Services Ltd [2025] UKSC 18. The judgment primarily concerned the scope of s.213 Insolvency Act...more

Carey Olsen

Standing room only: a “person aggrieved” under s.273 of the BVI Insolvency Act 2003

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In a judgment handed down on 15 April 2025, Stevanovich v Matthew Richardson and another (as Joint Liquidators of Barrington Capital Group Ltd (in Liquidation) [2025] UKPC 18, the Judicial Committee of the Privy Council (the...more

Offit Kurman

Director & Officer Duties: What Every Leader Should Know

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Earlier this year, the FDIC, acting as receiver for Silicon Valley Bank (“SVB”), filed a breach of fiduciary duty lawsuit against six officers and eleven directors of the bank. The FDIC alleged that these individuals ignored...more

Bradley Arant Boult Cummings LLP

Using Construction Lien Law to Pierce the Corporate Veil: Court Upholds Breach of Fiduciary Duty Claims Against Officers of...

The corporate veil is a fundamental concept of American jurisprudence that generally shields owners and officers from the lability of the corporation. Unless the corporate veil is pierced or otherwise avoided, owners and...more

Goodwin

Six Considerations for Directors Navigating Distressed M&A

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Directors’ decisions face intense scrutiny during times of financial distress. A structured approach can protect stakeholder value and minimize liability....more

Lowndes

Understanding Non-Dischargeable Debts Under the Bankruptcy Code: A Guide for Creditors

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When a debtor files for bankruptcy, creditors often fear their claims will be wiped away. However, under Section 523 of the Bankruptcy Code, certain debts are categorized as non-dischargeable, meaning the debtor cannot...more

Woodruff Sawyer

Managing Through Financial Distress: The Board’s Oversight Role and Protecting Against Litigation

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When a public company faces significant financial challenges and uncertainty, the pressure on management teams and boards of directors to make the “right” decisions intensifies. If those financial challenges are not...more

Mintz - Bankruptcy & Restructuring Viewpoints

Early- and Growth-Stage Companies in Distress: What Directors Need to Know about their Fiduciary Duties

Most high-growth companies find themselves in a race against the clock, trying to use whatever capital they may have to achieve milestones prior to hitting their cash-out date. When markets are tight, as they have been over...more

Latham & Watkins LLP

Directors Duties and Misfeasance Trading Lessons From BHS

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Actions brought against the BHS directors by the group’s liquidators have resulted in the largest reported award for wrongful trading since the provision’s introduction, but the judgment highlights some unsettled areas of the...more

Mayer Brown

UK Supreme Court Clarifies Basis of ‘Knowing Receipt’ Claims Arising From Breach of Fiduciary Duty

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"The law on 'knowing receipt' has perplexed judges and academics alike for several decades" – Lord Burrows (paragraph 99). In a decision with significant implications for claims involving fraud and breach of fiduciary duty...more

Conyers

Directors’ Duties – Two Stage Test for the Creditor Duty

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We have published a series of articles dealing with directors’ duties in the zone of insolvency. In previous briefings, we have written about the high-profile UK Supreme Court ruling in Sequana and the New Zealand Supreme...more

Conyers

Directors' Duties: The Next Chapter

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As directors around the world grapple with difficult and uncertain times arising from various macro-economic factors, these decisions provide useful and timely guidance on the approach that directors should take to protect...more

Conyers

Directors’ Post-Liquidation Duties under BVI Insolvency Law

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In the recent decision of Greig William Alexander Mitchell & Ors v Sheikh Mohamed Bin Issa Al Jaber & Ors [2023] EWHC 364 (Ch), the English High Court was required to consider the question of what duties (if any) a director...more

Ballard Spahr LLP

Determining Insolvency: A Critical Duty for Directors at Distressed Companies

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Summary - If a corporation’s directors fail to identify the pivotal point at which their company becomes legally insolvent, they can be held personally liable for breaching their fiduciary duties to the corporation’s...more

Fuerst Ittleman David & Joseph

Florida’s Insurers Rehabilitation and Liquidation Act: What Happens in Florida When Insurers Become Insolvent

Current state of affairs - Even before Hurricane Ian made landfall and devastated southwest Florida in September 2022, six property & casualty insurers had voluntarily declared themselves insolvent and allowed the State to...more

Morrison & Foerster LLP

Liquidity Crises and Fiduciary Duties of Directors of Early-Stage Companies

The FDIC receiverships of Silicon Valley Bank and Signature Bank have caused certain early-stage companies to face potentially crippling near-term liquidity issues. These liquidity issues may result in a company becoming...more

Conyers

Under Pressure: Key considerations and practical tips for BVI companies approaching insolvency

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Inflationary pressures and increasing interest rates are expected to continue to have a negative impact on the global economy during 2023. In this article we consider restructuring options under BVI law available to companies...more

Goodwin

BTI v. Sequana - What’s new for directors in the zone of insolvency?

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In BTI 2014 LLC v. Sequana SA and Others [2022] UKSC 25 (“Sequana”), the Supreme Court confirmed the existence of a duty owed at common law by company directors to consider the interests of its creditors, and also provided...more

Skadden, Arps, Slate, Meagher & Flom LLP

How Directors Can Manage the UK Supreme Court’s ‘Balancing Exercise’ in Difficult Times

Economic downturns can put both companies and their boards to the test. An important judgment from the U.K. Supreme Court in October 2022, the Sequana case,1 clarifies the obligations of directors of a company facing the...more

Proskauer - The Capital Commitment

In The Zone? When Directors of Portfolio Companies Have to Take Creditor Interests into Account

Representatives of asset managers often take up positions on the boards of portfolio companies. We have written posts before on some of the litigation and regulatory risks that can arise, both for the asset managers and the...more

Conyers

Directors’ Duties on the Precipice of Insolvency: Brief Overview of BTI 2014 LLC v Sequana SA

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The United Kingdom Supreme Court (the “UKSC”) recently delivered its eagerly anticipated judgment in BTI 2014 LLC v Sequana SA and others [2022 UKSC 25] (“Sequana”). The reasoning in Sequana will be highly persuasive in the...more

Venable LLP

UK Supreme Court Issues Long-Awaited Judgment Regarding Company Directors' Duties to Creditors

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​​​​​​​In an important decision for U.S. companies with UK subsidiaries, the UK Supreme Court recently handed down its long-awaited judgment in BTI 2014 LLC v. Sequana S.A., the first case in which the UK's highest court...more

White & Case LLP

Call of Duty: Sequana and the state of directors’ duties

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Recently, the Supreme Court of the United Kingdom released its judgment in BTI 2014 LLC v Sequana SA1. This marks the first occasion on which the nature, scope and content of directors' duties to creditors when a company is...more

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