INSOLVENCY AND CORPORATE REENGINEERING SERVICES

WHO WE ARE?

The global financial crisis has pushed many businesses into a state of instability. When companies are struggling with difficult choices, Business Cardinal can assist with suggesting options to help recovery, such as restructuring outside of insolvency proceedings, a structured sale or provide assistance with judicial insolvency proceedings. We work with companies in distress as well as potential buyers, shareholders and directors, creditors and insolvency administrators.

Business Cardinal insolvency practices and corporate reengineering bring years of experience in working with third parties such as bankers, lawyers, insolvency courts, credit insurers, and public authorities. Deloitte Legal works together with colleagues who have specialized skills in financial, tax or labor law from around the world to deliver guidance based on multiple points of view.

Our Insolvency & Restructuring team is ideally positioned to advise on all aspects of insolvency, restructuring and corporate recoveries. With two qualified insolvency practitioners and a team comprising lawyers who have previously worked for insolvency firms and/or as secondees to high-street lenders, the Insolvency and Restructuring team has the experience you need to achieve your objectives.

Our team acts for lenders, insolvency practitioners, creditors, directors and other stakeholders in circumstances where a company or individual is insolvent, experiencing financial difficulties or is the victim of a business-critical event such as fraud.

All of those affected have one thing in common, they want quick, proactive and commercial advice.  Given our extensive experience and breadth of practice, this is exactly what we do – working together to save businesses, save jobs and maximize recoveries for the benefit of stakeholders.

The team’s core practice includes non-contentious insolvency and restructuring advice; fraud, contentious insolvency and investigations; recoveries for lenders and advice in relation to receiverships and business litigation.

The team is also supported by experts in the fields of corporate, real estate, finance, employment, pensions and intellectual property, all of whom have experience of insolvency situations and managing financial difficulties.

We advise on:

  • Administrations
  • Corporate Reengineering
  • Liquidations
  • Bankruptcies
  • Members’ voluntary liquidations (solvent)
  • Individual voluntary arrangements
  • LPA and Fixed Charge receiverships
  • Provisional liquidations
  • Restructuring
  • Fraud and investigations
  • Distressed asset acquisition
  • Business Litigation
  • Company Voluntary Arrangements (CVAs)
  • Schemes of arrangement

 

Our Insolvency and Corporate Reengineering services

Our Insolvency and Corporate Reengineering services at Business Cardinal support and advise from a legal perspective on the design, structuring and implementation of efficient and viable turnaround plans for financially distressed companies.

Our range of services includes:

  • Legal assessment of options under the pertinent Greek regulatory framework;
  • Support during negotiations between stakeholders;
  • Drafting of required procedural and transaction instruments, including rehabilitation agreements, court petitions and any definitive corporate or contractual documentation required in the context of the opted process;
  • Litigation support during court proceedings;
  • Legal support and advisory services during the implementation phase of the business recovery plan.
  • Transactional insolvency (buying and selling distressed businesses and assets);
  • Contentious insolvency (disputes, potential claims and litigation);
  • Insolvency and restructuring advisory (everything else, including procedural input);
  • Options in event of financial distress;
  • Business turnaround and corporate restructuring;
  • Effect of all forms of formal insolvency procedure including applicable moratoria;
  • Employees in insolvent situations;
  • Negotiation and realization of assets, including debts and bankruptcy properties;
  • Cross-border insolvency;
  • Exposures (including risk of prosecution) arising on insolvency
  • Powers and duties of office holders, including appointments;
  • Administration of insolvent businesses and estates;
  • All forms of litigation under insolvency legislation, including bankruptcy annulment;
  • Directors duties and disqualification; and
  • Enforcement of creditor / landlord rights in insolvent situations.

 

We also act for and/or on referrals from:

  • Funders e.g. banks, building societies, asset-based lenders
  • Domestic and overseas suppliers, trading partners, landlords, other creditors
  • Company directors
  • Bankrupts, their spouses and other family members and guarantors
  • Non-IP LPA receivers
  • Non-specialist solicitors

 

 

PORTFOLIO OF RECENT TRANSACTIONS

Our portfolio of recent transactions includes:

  • Advising the lending bank in the sale process of a distressed Nigerian online media company;
  • Advising the potential investor of a large manufacturing company under a special liquidation regime for public interest companies;
  • Advising the key stakeholder of a major industrial company on potential corporate and debt restructuring options;
  • Supporting an international investor of a distressed packaging manufacturer on a pre-pack bankruptcy rehabilitation process;
  • Advising banks and the appointed Administrator-Insolvency Practitioner on the Special Administration process
  • Supporting the investor of a distressed winery business on a pre-pack bankruptcy rehabilitation process;
  • Advising a major NPL servicer in the formulation of their NPL portfolios strategies in anticipation of entry into force of the new bankruptcy code

 

FREQUENTLY ASKED QUESTIONS ON INSOLVENCY AND CORPORATE REENGINEERING

Below we answer some of the most frequently asked questions regarding corporate restructuring & insolvency.

  1. What is insolvency?

Insolvency is the state of being unable to pay your debts as they fall due, or having total liabilities in excess of the total value of your assets.

  1. How long do you stay on the insolvency register?

An insolvent company’s records will remain permanently. In the case of an insolvent individual, if you are bankrupt, your details will normally remain on the individual insolvency register for 12 months until discharge. If you do not comply with your bankruptcy obligations or are subject to a voluntary arrangement, your details may remain on the individual insolvency register for a longer period.

  1. What is the insolvency process?

There is no single insolvency process: an insolvency process could be one of a range of procedures including but not limited to (for companies), voluntary liquidation, compulsory liquidation, administration, company voluntary arrangement, a scheme of arrangement, or (for individuals), bankruptcy, debt relief order, individual voluntary arrangement. One thing these all have in common is that they are formal legal procedures where some sort of notice is either circulated to creditors or filed with the court for a corresponding legal protection, because either an individual or company does not have enough money to pay everything they owe, or because the total value of their assets is exceeded by the total value of their debts.

  1. What is a company voluntary arrangement?

A form of settlement or restructuring between a company and its creditors whereby the company’s debts (often discounted) will be paid over time but the company’s directors remain in control, subject to supervision from a licensed insolvency practitioner. Requires 75% by value of creditors to vote in favor.

  1. What is an individual voluntary arrangement?

A formal and legally binding agreement between an individual and their eligible creditors to pay back their debts over a period of time (often at a discount). An IVA is an alternative to bankruptcy and is supervised by a licensed insolvency practitioner. Some companies (not themselves insolvency practitioners) will advertise debt solutions claiming they are ‘government legislation’ to ‘write off’ large amounts of debt, whereas all they are really offering is to refer the debtor for an IVA.

 

  1. What is voluntary liquidation?

A voluntary liquidation can either be solvent, by way of a members’ voluntary liquidation (MVL) or insolvent, by way of a creditors voluntary liquidation (CVL). An MVL is commenced by a solvent company to distribute its assets among shareholders in the most tax efficient manner, under the supervision of a licensed insolvency practitioner. A CVL is commenced by an insolvent company, usually as a result of pressure from creditors. Usually much more cost effective than a compulsory liquidation, and more flexible in terms of the company/ its liquidator selling on assets including the company’s main business. A CVL requires a licensed insolvency practitioner to be willing to take appointment as liquidator, and creditors in principle can reject company’s choice of liquidator and install their own.

  1. Can you sue a company in voluntary liquidation?

Yes, provided that the company is either in a creditors’ voluntary liquidation or members’ voluntary liquidation and remains in that procedure at the time you are looking to sue. However, it is possible for a liquidator to apply for a stay in proceedings. Suing a company in liquidation is not something we would ordinarily recommend until you have first reached out to the liquidator, because suing companies can be expensive and very often the claim could be dealt with by the liquidator without incurring court fees.

  1. How much does voluntary liquidation cost?

It depends on the complexity of the company’s affairs, the sector in which the company operates, what assets the company owns, and how many third parties and creditors the company may have. An open conversation should be held with one or more insolvency practitioner accountants who will be able to quote accurately in the circumstances. If you are unsure which insolvency practitioners to approach, we would be happy to discuss this with you.

  1. What is a director’s loan account?

A director’s loan account is a record of money borrowed from and/ or loaned to a company by its director, distinct from salary, dividends and expense repayments. Overdrawn DLAs need to be paid back following the insolvency of the company or compromised under arrangements made with the relevant insolvency practitioner.

  1. How do you write off a director’s loan account?

It is a myth that insolvency procedures automatically result in a written off directors’ loan account if the director owes money to the company. However, it is possible to improve a company’s balance sheet if directors write off sums that a company owes to them. Directors should carefully consider this option based on the company’s circumstances, and ideally seek advice from accountants and/ or solicitors in the first instance.

  1. What is liquidity in business?

Sometimes, liquidity is used to refer simply to the value of the company’s total assets in excess of the total business liabilities. In the context of potentially insolvent businesses, liquidity refers to either the amount of cash or tradeable assets in the business or the ability of the business to reduce their other assets to cash or tradeable assets quickly.

  1. What happens when a business is liquidated?

Broadly, when a company enters into liquidation, the liquidators will sell the assets to repay the creditors and the company is eventually closed down. The main types of liquidation processes are voluntary liquidation and compulsory winding up, each of which have different procedures and different effects, and all of which ultimately result in dissolution.

  1. What is a debt relief order?

A streamlined formal insolvency procedure suited to individuals with lower incomes, lower value assets and a relatively modest amount of debt. A DRO is an alternative to bankruptcy but with strict eligibility requirements. Financial thresholds for eligibility for DROs are often reviewed by the government so it is best to check with the government website to see if you qualify.

  1. How do you value business assets?

Business assets are worth what the market is willing to pay for them. They are valued very differently across different sectors and at different points in a business’ life cycle. So far as the court is concerned, business assets should only be valued by a qualified person – the type of qualification will vary per the nature of the asset. If in doubt, seek a valuer in liaison with an accountant or solicitor. It is particularly problematic to ascertain share valuations, which will often need to be undertaken by a forensic accountant and it is rarely, if ever, appropriate for directors to rely on their own valuation of the business.

  1. What happens to assets when a business closes?

It depends on why and how the business closed. If the closure involved liquidation or administration, assets are usually sold, transferred or otherwise distributed to the creditors, whereas any onerous assets are often disclaimed or left in the company upon dissolution.

  1. How can you protect personal assets from business creditors?

When the business is set up, and before it takes on finance and other commitments, directors need to be careful to take appropriate advice, particularly if they are asked to give personal guarantees. As the business progresses, the best way to protect personal assets is to comply with any and all statutory and contractual obligations. If in any doubts, seek professional advice at an early stage from accountants, insolvency practitioners, or specialist solicitors.

  1. What is a creditor in business?

A creditor is a company or person owed money by another company or person. Creditors can be secured, preferential or unsecured. Creditors can also be future creditors (owed a sum of money at a future date) and contingent (will be owed a sum of money if something does or doesn’t happen) , future and contingent creditors are relevant to insolvency procedures and their approval.

  1. What do you mean by corporate restructuring?

Corporate restructuring is a broad term referring to a range of options for dealing with problem debt from changing the structure of a group of companies or how their company holds its assets through to the negotiated release or deferral of liabilities and to a statutory restructuring under the Corporate Insolvency and Governance Act 2020. Formal restructuring, which in principle allows certain classes of creditor to receive enhanced returns over others are very rare and tend to be the preserve of very large and/or complex corporate groups.

  1. What is corporate debt restructuring?

Corporate debt restructuring involves compromising and reducing the overall levels of debt by agreement, or extending the period over which a debt is paid. This can be done in a number of ways from informal time to pay agreements with trade creditors, to highly technical cross class cram down restructurings.

 

Business Cardinal is a recognized leader in providing insolvency and corporate reengineering and turnaround solutions to under-performing enterprises. Our broad base of expertise and international experience sets the benchmark by which turnaround firms manage their most difficult commercial challenges in Nigeria.

If your investment is not achieving sufficient returns and is at risk of insolvency, we can assist you in quickly analyzing the decisive factors that affect your firm’s survival and implement critical change to halt the losses and put the company back on the road to recovery.

Our restructuring and insolvency lawyers advise all stakeholders in restructuring and insolvency cases. From our global platform, we provide pragmatic, business-focused advice to creditors, multinational companies, and insolvency administrators. We also advise pension trustees, governmental and quasi-governmental bodies, and stressed financial institutions.

We understand the legal, political, and business landscapes involved when a company gets into financial difficulties. And we have a strong track record of providing innovative solutions.

Over-leveraged balance sheets are an issue for creditors as well as borrowers. We have acted on some of the largest loan portfolio transactions in the market, both buy-side and sell-side. We also advise clients on secondary debt trading and distressed investment opportunities.

Every matter requires the right team. At Business Cardinal, we build the team to meet your needs. Where necessary, we draw on lawyers from other practice areas including capital markets, litigation, real estate, employment, intellectual property, tax, and pensions to add to the core restructuring team. One team, able to advise on all the challenges the transaction might present.

 

 

If you would love to engage us for this service, please call us on 08023200801 or request us to send you a proposal by email to hello@businesscardinal.com or complete our customer enquiry form for more details.

 

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