21: Company law restructuring and insolvency Flashcards

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1
Q

what are the three forms of corporate restructuring?

A

reconstructions
amalgamations
partitions

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2
Q

what is a reconstruction?

A

a reconstruction is the separation of all or part of a company to a new person, but there is no real change in person.

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3
Q

what is an amalgamation in corporate restructuring?

A

bringing together two or more undertakings of separate companies

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4
Q

a takeover is a type of which corporate restructuring?

A

amalgamation

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5
Q

what are the terms for the separate companies that are brought together within a single company?

separate companies:
single company:

A

separate companies: participating companies

single company: receiving company

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6
Q

an amalgamation requires the continuity of _ interest

A

shareholder

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7
Q

during a voluntary arrangement, once the nominee arranges a meeting between the shareholders and creditors to arrange liable debts, once they have agreed to the arrangement, it is a binding agreement between…?

A

the shareholders and creditors

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8
Q

can the voluntary arrangement be challenged by either the shareholders or creditors?

A

yes

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9
Q

what is the primary objective of administrator?

A

to rescue a company as a going concern

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10
Q

what is the secondary objective of administrator?

A

to advantageously realise a company’s assets for the company’s creditors

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11
Q

what is the tertiary objective of administrator?

A

to realise the company’s property so as to make a distribution to one or more creditors

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12
Q

what qualification/license must the administrator have?

A

a licensed insolvency practitioner

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13
Q

once an administrator is set, can a secured creditor secure their charges and can an unsecured creditor enforce their debts?

A

not without court permission

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14
Q

what does it mean for a business to be insolvent?

A

they do not have sufficient assets to meet their liabilities

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15
Q

what are the three types of liquidation?

A

compulsory liquidation
members voluntary liquidation
creditors voluntary liquidation

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16
Q

compulsory liquidation is whereby a _ orders a company to be wound up

A

court

17
Q

when a liquidator is appointed, who will become the beneficial owner of the company’s assets?

A

the liquidator

18
Q

what is the order in which realised assets are applied?

A
  • secured creditors with fixed charge (receiver appointed)
  • costs to realise assets / expenses
  • preferential creditors
  • secured creditors
  • unsecured creditors
  • shareholders according to Articles
19
Q

are contributions to a personal pension fund part of preferential creditors?

A

no, but occupational pension fund is