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Offshore Cases

In The Matter of Titan Petrochemicals Group Limited (Provisional Liquidators Appointed) [2014] SC (Bda) 74 Com (23 September 2014)

September 2014 Companies

BERMUDA

SUPREME COURT

SECTION 99 OF THE COMPANIES ACT, 1981 - NOTE CREDITORS - CONTINGENT CREDITORS - DEFINITION OF CREDITOR

Applications for directions in relation to convening meetings at which schemes of arrangements will be proposed to a company’s creditors or shareholders are typically an uneventful, ex parte, affair. At the hearing of the present application by the Company under Section 99 of the Companies Act, 1981 (the “Act”) for leave to convene meetings of creditors in Hong Kong to consider and potentially approve a scheme of arrangement, counsel for the Company and the Joint Personal Liquidators (“JPLs”) both addressed the Court, inter alia, on the apparently novel Bermudian law point of the ability of Note-Holders to vote as contingent creditors at their class meeting. It was common ground that this Court should follow persuasive judicial authority and practice from a variety of common law jurisdictions and permit voting on this basis. However, a problem arose because the Court had previously decided that Note-Holders who did not actually hold notes did not qualify as contingent creditors for the purposes of presenting a winding up petition: Re Bio-Treat Technology Limited [2009] SC (Bda) 26 Civ (28 May 2009); [2009] Bda LR 29 (Bell J). Counsel was accordingly compelled to distinguish the present case from Re Bio-Treat Technology Ltd and/or to demonstrate why it ought not to be followed.

 

To continue reading full articles in PDF format:
In The Matter of Titan Petrochemicals Group Limited (Provisional Liquidators Appointed) [2014] SC (Bda) 74 Com (23 September 2014)

 

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EDITOR & HEAD OF LITIGATION BERMUDA

Christian R. Luthi
Tel: +1 441 298 7814
Email: christian.luthi@conyersdill.com


Head of Litigation British virgin islands

Mark J. Forte
Tel: +1 284 852 1113
Email: mark.forte@conyersdill.com


Head of Litigation Cayman Islands

Paul Smith
Tel: +1 345 814 7777
Email: paul.smith@conyersdill.com


HEAD OF THE ASIA DISPUTES & RESTRUCTURING GROUP

Nigel K. Meeson, QC
Tel: +852 2842 9553
Email: nigel.meeson@conyersdill.com

Offshore Cases

In The Matter of Titan Petrochemicals Group Limited (Provisional Liquidators Appointed) [2014] SC (Bda) 74 Com (23 September 2014)

18 September 2014

BERMUDA

SUPREME COURT

SECTION 99 OF THE COMPANIES ACT, 1981 - NOTE CREDITORS - CONTINGENT CREDITORS - DEFINITION OF CREDITOR

Applications for directions in relation to convening meetings at which schemes of arrangements will be proposed to a company’s creditors or shareholders are typically an uneventful, ex parte, affair. At the hearing of the present application by the Company under Section 99 of the Companies Act, 1981 (the “Act”) for leave to convene meetings of creditors in Hong Kong to consider and potentially approve a scheme of arrangement, counsel for the Company and the Joint Personal Liquidators (“JPLs”) both addressed the Court, inter alia, on the apparently novel Bermudian law point of the ability of Note-Holders to vote as contingent creditors at their class meeting. It was common ground that this Court should follow persuasive judicial authority and practice from a variety of common law jurisdictions and permit voting on this basis. However, a problem arose because the Court had previously decided that Note-Holders who did not actually hold notes did not qualify as contingent creditors for the purposes of presenting a winding up petition: Re Bio-Treat Technology Limited [2009] SC (Bda) 26 Civ (28 May 2009); [2009] Bda LR 29 (Bell J). Counsel was accordingly compelled to distinguish the present case from Re Bio-Treat Technology Ltd and/or to demonstrate why it ought not to be followed.

 

To continue reading full articles in PDF format:
In The Matter of Titan Petrochemicals Group Limited (Provisional Liquidators Appointed) [2014] SC (Bda) 74 Com (23 September 2014)

 

 

EDITOR & HEAD OF LITIGATION BERMUDA

Christian R. Luthi
Tel.: +1 441 298 7814
Email.: christian.luthi@conyersdill.com


Head of Litigation British virgin islands

Mark J. Forte
Tel.: +1 284 852 1113
Email.: mark.forte@conyersdill.com


Head of Litigation Cayman Islands

Paul Smith
Tel.: +1 345 814 7777
Email.: paul.smith@conyersdill.com


HEAD OF THE ASIA DISPUTES & RESTRUCTURING GROUP

Nigel K. Meeson, Q.C.
Tel.: +852 2842 9553
Email.: nigel.meeson@conyersdill.com