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Read the Chapter ICLG The International Comparative Legal Guide to: Corporate Recovery & Insolvency 2016 10th Edition A practical cross-border insight into corporate recovery and insolvency work Published by Global Legal Group, in association with CDR, with contributions from: Ali Budiardjo, Nugroho, Reksodiputro Lenz & Staehelin Bojović&Partners Macfarlanes LLP BonelliErede Nishimura & Asahi Bredin Prat Olswang LLP Brian Kahn Inc. Paul, Weiss, Rifkind, Wharton & Garrison LLP Campbells Pinheiro Neto Advogados Dhir & Dhir Associates Roschier, Attorneys Ltd. Ferraiuoli LLC Schindler Rechtsanwälte GmbH Gall Sedgwick Chudleigh Ltd. Gilbert + Tobin Slaughter and May Gorrissen Federspiel Soteris Flourentzos & Associates LLC GRATA Law Firm LLP Strelia Hengeler Mueller Partnerschaft Sullivan & Cromwell LLP von Rechtsanwälten mbB Thornton Grout Finnigan LLP INFRALEX Uría Menéndez Kim & Chang White & Case LLP Kubas Kos Gałkowski Yonev Valkov Nenov Kvale Advokatfirma DA The International Comparative Legal Guide to: Corporate Recovery & Insolvency 2016 General Chapters: 1 An Effective Insolvency Framework Within the EU? – Tom Vickers & Megan Sparber, Slaughter and May 1 2 Developments in Directors’ Duties under English Law – Alicia Videon & Louise Bell, Olswang LLP 4 3 Liability Management as a Restructuring Tool – Chris Beatty, Sullivan & Cromwell LLP 10 4 Fund Lenders: Potential New Challenges for the Next Wave of Loan Restructuring Transactions – Contributing Editor Jat Bains & Paul Keddie, Macfarlanes LLP 16 Tom Vickers, Partner, Slaughter and May Sales Director Country Question and Answer Chapters: Florjan Osmani 5 Australia Gilbert + Tobin: Dominic Emmett & Alexandra Whitby 21 Account Directors Oliver Smith, Rory Smith 6 Austria Schindler Rechtsanwälte GmbH: Martin Abram & Florian Cvak 28 Sales Support Manager 7 Belgium Strelia: Bart De Moor 33 Toni Hayward Editor 8 Bermuda Sedgwick Chudleigh Ltd.: Alex Potts & Nick Miles 39 Sam Friend 9 Brazil Pinheiro Neto Advogados: Luiz Fernando Valente de Paiva & Senior Editor André Moraes Marques 48 Rachel Williams 10 Bulgaria Yonev Valkov Nenov: Todor Nenov & Pavel Tsanov 53 Chief Operating Officer Dror Levy 11 Canada Thornton Grout Finnigan LLP: Leanne M. Williams & Michael Shakra 59 Group Consulting Editor Alan Falach 12 Cayman Islands Campbells: Guy Manning & Guy Cowan 66 Group Publisher 13 Cyprus Soteris Flourentzos & Associates LLC: Soteris Flourentzos & Evita Lambrou 72 Richard Firth 14 Denmark Gorrissen Federspiel: John Sommer Schmidt & Morten L. Jakobsen 79 Published by Global Legal Group Ltd. 15 England & Wales Slaughter and May: Tom Vickers & Megan Sparber 85 59 Tanner Street London SE1 3PL, UK 16 Finland Roschier, Attorneys Ltd.: Toni Siimes & Tuomas Koskinen 92 Tel: +44 20 7367 0720 Fax: +44 20 7407 5255 17 France Bredin Prat: Nicolas Laurent & Olivier Puech 98 Email: [email protected] URL: www.glgroup.co.uk 18 Germany Hengeler Mueller Partnerschaft von Rechtsanwälten mbB: Dr. Ulrich Blech & Dr. Martin Tasma 104 GLG Cover Design F&F Studio Design 19 Hong Kong Gall: Nick Gall & Ashima Sood 112 GLG Cover Image Source 20 India Dhir & Dhir Associates: Nilesh Sharma & Sandeep Kumar Gupta 117 iStockphoto Printed by 21 Indonesia Ali Budiardjo, Nugroho, Reksodiputro: Stephens & George Theodoor Bakker & Herry N. Kurniawan 124 Print Group June 2016 22 Italy BonelliErede: Vittorio Lupoli & Lucio Guttilla 129 Copyright © 2016 23 Japan Nishimura & Asahi: Yoshinori Ono & Hiroshi Mori 137 Global Legal Group Ltd. All rights reserved 24 Kazakhstan GRATA Law Firm LLP: Marina Kahiani & Shaimerden Chikanayev 143 No photocopying 25 Korea Kim & Chang: Chiyong Rim & Jin Yeong Chung 153 ISBN 978-1-911367-02-4 26 Montenegro Bojović&Partners: Marija Bojović & Miloš Radonjić 158 ISSN 1754-0097 27 Norway Kvale Advokatfirma DA: Stine D. Snertingdalen & Ingrid E. S. Tronshaug 165 Strategic Partners 28 Poland Kubas Kos Gałkowski: Dominik Gałkowski & Konrad Trzaskowski 171 29 Puerto Rico Ferraiuoli LLC: Sonia Colón & Gustavo A. Chico-Barris 177 30 Russia INFRALEX: Artem Kukin & Stanislav Petrov 182 31 Serbia Bojović&Partners: Marija Bojović & Milomir Matović 188 32 South Africa Brian Kahn Inc.: Brian Kahn & Nicqui Galaktiou 196 33 Spain Uría Menéndez: Alberto Núñez-Lagos Burguera & Ángel Alonso Hernández 202 PEFC Certified 34 Sweden White & Case LLP: Carl Hugo Parment & Michael Gentili 212 This product is from sustainably managed forests and controlled sources 35 Switzerland Lenz & Staehelin: David Ledermann & Tanja Luginbühl 218 PEFC/16-33-254 www.pefc.org 36 USA Paul, Weiss, Rifkind, Wharton & Garrison LLP: Alan W. Kornberg & Elizabeth R. McColm 226 Further copies of this book and others in the series can be ordered from the publisher. Please call +44 20 7367 0720 Disclaimer This publication is for general information purposes only. It does not purport to provide comprehensive full legal or other advice. Global Legal Group Ltd. and the contributors accept no responsibility for losses that may arise from reliance upon information contained in this publication. This publication is intended to give an indication of legal issues upon which you may need advice. Full legal advice should be taken from a qualified professional when dealing with specific situations. WWW.ICLG.CO.UK Chapter 36 USA Alan W. Kornberg Paul, Weiss, Rifkind, Wharton & Garrison LLP Elizabeth R. McColm director to discharge duties with the care an ordinarily prudent person 1 Overview in a like position would exercise under similar circumstances. The duty of loyalty requires directors to act in the best interests of the 1.1 Where would you place your jurisdiction on the corporation; it prohibits self-dealing and the usurpation of corporate spectrum of debtor to creditor-friendly jurisdictions? opportunities by directors. Ordinarily, decision-making by directors is protected by the business judgment rule, even when a company is The United States likely sits near the middle of the spectrum. The insolvent. Civil liability may arise if the directors fail to adhere to United States could be considered debtor-friendly as compared to their duties of loyalty or care. some regimes in that management is typically permitted to retain When a company becomes insolvent the directors must exercise their operating control of the business, debtors have exclusive authority fiduciary duty in the best interests of the corporation, taking into to propose a plan of reorganisation at the outset of a case, and account the interests of, among others, creditors. Upon insolvency, debtors are given powers, such as the option to reject unprofitable creditors may under certain circumstances bring derivative claims contracts, that they are not afforded outside of a formal insolvency on behalf of the corporation against directors. Causes of action proceeding. However, the United States could also be considered for breach of fiduciary duty, fraud and fraudulent conveyance may creditor-friendly as compared to some jurisdictions in that the be appropriate to challenge the wrongful actions of directors of process is designed to be public and transparent, creditors are given insolvent corporations. a voice in the restructuring process, and creditors are afforded In addition, directors may be criminally or civilly liable under significant protections by the Bankruptcy Code. federal and state laws for failure to comply with certain disclosure obligations or for insider trading, or for the company’s failure to pay 1.2 Does the legislative framework in your jurisdiction certain taxes and wages, among other things. allow for informal work-outs, as well as formal restructuring and insolvency proceedings, and are each of these used in practice? 2.2 Which other stakeholders may influence the company’s situation? Are there any restrictions on the action that they can take against the company? While informal out-of-court restructurings are commonplace and are typically implemented by contract by and among the relevant parties, While in financial difficulty, but prior to a bankruptcy filing, a there is no specific legislative framework to sanction such work- company’s creditors, contract counterparties, employees, and out procedures. The official legislative framework, the Bankruptcy interested acquirers, among others, may all attempt to influence Code, provides for formal court-supervised proceedings, although the company’s situation within the bounds of whatever contractual the Bankruptcy Code has several provisions which encourage pre- agreements may exist and applicable law. For this reason, and to petition restructuring negotiations. make any potential insolvency process smoother, a company in financial distress will oftentimes seek to engage its stakeholders in 2 Key Issues to Consider When the restructuring discussions prior to beginning an insolvency process. Company is in Financial Difficulties 2.3 In what circumstances are transactions entered into by a company in financial difficulties at risk of 2.1 What duties and potential liabilities should the challenge? What remedies are available? directors/managers have regard to when managing a company in financial difficulties? Is there a specific Transactions entered into by an entity in financial distress may be point at which a company must enter a restructuring or insolvency process? attacked as an actual or constructive fraudulent transfer or as a preference under the Bankruptcy Code and/or state law. Directors are not personally liable for continuing to trade while the Under the Bankruptcy Code, a transfer may be avoided as fraudulent company
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