Corporate Governance And Insolvency

This important book provides a comprehensive analysis of governance issues that exist in relation to the management of insolvent companies, both while an insolvent company is still controlled by the directors and when it passes into the hands of an insolvency practitioner in a formal insolvency regime. Throughout, the authors argue that the two most important features of corporate governance are transparency and accountability and offer a detailed analysis of the relevant law and practice.

This important book provides a comprehensive analysis of governance issues that exist in relation to the management of insolvent companies, both while an insolvent company is still controlled by the directors and when it passes into the hands of an insolvency practitioner in a formal insolvency regime. Throughout, the authors argue that the two most important features of corporate governance are transparency and accountability and offer a detailed analysis of the relevant law and practice. Key features include: Examination of the position of all stakeholders in an insolvent company, both before and during an insolvency regime Specialist explanation of what corporate governance entails and the recent developments that have occurred in relation to corporate governance as it affects insolvent companies In-depth consideration of the role of creditors, shareholders, the Insolvency Service, special managers and creditors' committees during periods of insolvency as well as the role and functions of directors and insolvency practitioners who are the main focus. Offering critical advice and bringing awareness of important issues, Corporate Governance and Insolvency will be a key reference work for lawyers and insolvency practitioners. The legal analysis provided will also be valuable to academics and students of corporate and insolvency law and governance.

ÔThe corporate governance of companies in financial difficulty is an issue of great importance for the satisfaction in insovlency of the conflicting interests of the various stakeholders. It also raises significant public interest concerns. With analytical skill commensurate with his reputation as a leading corporate law scholar, David Milman has provided a masterly study of this very complex topic that often seems shrouded in mystery to all those outside a narrow circle of insolvency experts. MilmanÕs book is comprehensive, sheds light in many complex and challenging aspects of distressed company governance, and provides a set of insightful proposals for reform of requisite UK law and practice. Clarity of analysis coupled with originality of approach means that this book will be a major addition to corporate law scholarship.Õ Ð Emilios Avgouleas, The University of Edinburgh, UK ÔThis is an important and timely book which makes a really valuable contribution to corporate law scholarship. It brings together for the first time, two crucial aspects of the law in its consideration of the application of corporate governance to firms facing insolvency. In the current environment, this is a book which academics and practitioners alike will find invaluable. Professor Milman is one of EuropeÕs foremost experts in insolvency law and his mastery of the subject is evident in this clear exposition of an important topic. I particularly liked the manner in which Professor Milman fuses theory, law and practice giving the reader the benefit of his own expert insight and experience. His style of writing makes it accessible to all readers.Õ Ð Blanaid Clarke, Trinity College Dublin, Ireland ÔAnglo-American corporate law scholarship focuses obsessively on the governance of large, public corporations. It has little to say about the governance of financially distressed firms and less still to say about the governance of small businesses, even though SMEs are the bedrock of any functioning national or regional economy. In the Governance of Distressed Firms, David Milman, one of the UKÕs leading and most influential commercial law scholars, redresses the balance. His original and timely book provides a critique of the current legal framework applicable to directors and insolvency practitioners together with a blueprint for reform. Informed by practical and comparative insights, it deserves to be widely read.Õ Ð Adrian J. Walters, IIT Chicago-Kent, US ÔThis is a bold and exciting monograph, which breaks new ground in exploring the concept of corporate governance as applied to and within insolvent firms, concentrating mainly on small firms. Intellectually acute, with deep comparative insights, Governance of Distressed Firms also has indisputable practical value, especially given the huge growth in the commitment, by dozens of countries, to business rescue and reorganization. Scholars and practitioners alike will be very indebted to David Milman for this volume.Õ Ð Harry Rajak, University of Sussex, UK This detailed book examines how the law can provide a discrete governance regime for financially distressed firms. The concept of a distressed firm covers businesses that are struggling, but have not yet entered formal insolvency, as well as those businesses that are undergoing a formal insolvency process. With reference primarily to English law, this study encompasses both limited liability companies and limited liability partnerships with a focus on the regulation both of company directors and insolvency practitioners. It offers recommendations for improvements in governance mechanisms and notes that many of the governance shortfalls that occur can be related to the ease of access given to those who wish to trade with the benefit of limited liability. Providing an up to date analysis in a fast evolving area of law, this book will appeal to academics, postgraduate students, practitioners and policy makers.

With the increasing interdependence of global economies, international relations are becoming a more complex system. Through this, the growth of any economy is dependent upon the ease of business transactions; however, in recent times, there has been a growing impact of corporate insolvency law. Corporate Insolvency Law and Bankruptcy Reforms in the Global Economy is an essential reference source that discusses the importance of insolvency laws in the financial architecture of emerging economies, as well as its fundamental issues. Featuring research on topics such as business restructuring, debt recovery, and governance regulations, this book is ideally designed for law students, policymakers, economists, lawyers, and business researchers seeking coverage on the jurisprudence and policy of corporate insolvency law in a globalized context.

This book presents an account of legal, economic and managerial perspectives on governance in situations of financial distress and insolvency. It uses detailed real-life case studies of executive decision making to explore and illustrate the discussion. The book deals with the emergence of corporate governance as a framework of checks and balances on executive decision-making, before moving to the core issues of governance during financial distress and insolvency and alternative informal and formal rescue. Identifying and reviewing turnaround strategies and formal rescue processes available to management, the book also examines the increasing importance of creditors and their impact on business decision-making. The book provides a detailed interpretation of governance in five mega insolvencies in retail and construction following the financial crisis in 2008. It also sets out a methodology which is designed to inform and help those readers seeking to analyse and interpret director behaviour in such circumstances.

This timely work is the first to comprehensively examine directors' responsibilities to creditors in times of financial strife, as well as addressing when these responsibilities arise, and what directors should have to do to ensure that they comply with their obligations. Keay explores the relevant issues from doctrinal, normative and comparative perspectives and addresses the question as to when directors are liable for wrongful trading, fraudulent trading or breach of their duties to creditors and whether directors should be held responsible for the before mentioned. Besides the relevant UK legislation and case law, legislation and case law from Australia, Canada, Ireland and the United States are examined and compared and reforms which take into account the aims and rationale of the relevant legislation as well as creditors' interests are proposed and assessed. Importantly, new approaches for courts which would make the nature of the responsibility and its timing more precise are suggested. Company directors have certain responsibilities to creditors of their companies. In particular, they should avoid fraudulent and wrongful trading and consider, as part of their duties, the interests of creditors when their companies might be, or are, in financial difficulty. The work is precipitated by the lack of coherence in the consideration of wrongful trading and the recent delivery of important cases on fraudulent trading. Also, this timely work is the first to comprehensively examine directors' responsibilities to creditors in times of financial strife, as well as addressing when these responsibilities arise, and what directors should have to do to ensure that they comply with their obligations. Keay explores the relevant issues from doctrinal, normative and comparative perspectives and seeks to address the question as to when directors are liable for wrongful trading, fraudulent trading or breach of their duties to creditors and whether directors should be held responsible for wrongful trading and failing to consider the interests of creditors. Besides the relevant UK legislation and case law, legislation and case law from Australia, Canada, Ireland and the United States are examined and compared, and reforms which take into account the aims and rationale of the relevant legislation as well as creditors' interests are proposed and assessed. Importantly, new approaches for courts which would make the nature of the responsibility and its timing more precise are suggested.