12-1640B 12-1640B . . . Restructuring Agreement under which (a) Delaware corporation (Company) will become holding company by transferring substantially all its assets and liabilities, except for capital stock of its subsidiaries, to a newly organized wholly-owned Delaware subsidiary, (b) pursuant to terms of a Demerger Agreement, certain assets and liabilities of a Norwegian corporation (Norway-One) shall be demerged into a new Norwegian corporation (Norway-Two) and each holder of outstanding shares of Norway-One shall receive one share of capital stock of Norway-Two for each Norway-One share held by such holder, and (c) Company shall commence an Exchange Offer to prospective shareholders of Norway-Two to exchange cash and warrants for Company Class A Common Stock for their Norway-Two shares
Virgin Islands Restructuring Agreement
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Multi-State
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US-CC-12-1640B
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FAQ
The main 'voidable' transactions in the BVI that can be annulled or set aside are: unfair preferences; transactions at undervalue; voidable floating charges; and.
United Kingdom insolvency law regulates companies in the United Kingdom which are unable to repay their debts. While UK bankruptcy law concerns the rules for natural persons, the term insolvency is generally used for companies formed under the Companies Act 2006.
Liquidation under the Act is a voluntary process requiring a resolution of members or, in certain circumstances, a resolution of directors. A company cannot be forced to liquidate under the Act.
Section 208 of the Insolvency Act 2003 (Insolvency Act) provides that the costs and expenses of a liquidation, and any preferential creditors, take priority over floating charge creditors where the company's assets are insufficient to pay such claims and expenses.
The directors can become liable for any further losses sustained by the company after the point where they knew or ought to have concluded that there was no reasonable prospect of the company avoiding going into insolvent liquidation, unless they took every step with a view to minimising the potential loss to a ...
Such a transaction can be set aside if it was entered into within 'the vulnerability period'. The vulnerability period is six months prior to the onset of insolvency, or, if the transaction was with a connected person, two years prior to the onset of insolvency.
For companies incorporated under the BVI Business Companies Act the relevant solvency test is that: the value of the company's assets exceed its liabilities; and. the company is able to pay its debts as they fall due.