Our cross-office Business Support and Insolvency team has had a busy time during 2009 acting for IPs, directors, banks, SMEs (overseas and local) and creditors. What follows are key highlights of the year and which demonstrates our experience and expertise. We hope you find it of interest.

Corporate

• Complicated pre-appointment advice to the proposed joint administrators of a group of companies engaged in the manufacture and distribution of fruit juice, smoothy drinks and soups predominantly to the supermarket sector based in Llantrisant, South Wales. In a very short timeframe we conducted a security review and concluded documentation to enable a going concern sale of part, a funding agreement and bespoke contractual arrangements that preserved the joint administrators’ unfettered ability to trade on to maximise realisations.
• Acting for the joint administrators of a bio mass petroleum manufacturing business based in South Wales. The eventual sale to a co-operative was complicated by the environmental compliance issues inherent in trading and occupying a site containing hazardous materials pending the formal transfer of the environmental permit and detailed drafting was required to avoid exposure by the joint administrators to potential environmental liabilities. 
• Ongoing advice to the joint administrators of a plastics extrusion business including ROT, defending an injunction brought by a USA based joint venturer, appointment of the administrators as fixed charge receivers and all sale document drafting. Ongoing support provided for the book debt collections on all disputed sums, obtaining realisations from debts collection by way of mediation and litigation, as appropriate. Ongoing advice to fixed charge receivers in connection with the freehold sale of a large industrial unit to an in situ tenant.
• Acting for various directors of SMEs, to provide detailed advice on their pre-appointment options and duties in connection with insolvent or potentially insolvent companies.
• Appointment and advice to the administrative receivers of a staff training business based in the South West, including ROT, TUPE issues and limiting the Administrative Receivers’ exposure for employee related claims and the eventual sale of the business and assets followed by a separate sale of a significant shareholding held by the company in an associated company.
• Acting for the joint administrators in the sale of a fire safety and security consulting business based in the South West and liaising with the secured lenders to procure the necessary security releases.
• Advising joint administrators in connection with the freehold sale of a residential development 'as built'. This was a complex transaction involving various facets which were resolved to achieve completion, including an adjoining landowner's purported encroachment claim, synchronisation of the buyer’s purchase of adjoining land from third party owners and the discharge of a second charge over the residential development.
• Advising joint administrators in connection with the pre-pack sale of the business and assets of a South Wales based engineering company providing safety critical services to the rail industry. The business was carved into three separate divisions for sale necessitating the need to agree terms with three separate purchasers for a simultaneous completion of the sale of the three divisions. The transaction was completed within a tight timescale to achieve a sale which required a proactive and commercial approach to the sale process. 
• Advising joint administrators of an engineering business based in South Wales, including drafting and negotiating funding agreements with the company’s principal customers and an agreement to suspend the invoice discounting facility to fund ongoing trading losses followed by the eventual sale of the business and assets of the company to two separate buyers and liaising with the landlord to secure the simultaneous surrender of the leasehold interest within a very narrow timeframe. 
• Advice to joint administrators of Port  Talbot, South Wales based Excel (Electronic) Assemblies Limited (in Administration) in respect of an asset sale which included the sale of 100% of the shares of a Dutch subsidiary. Excel designs and manufactures sophisticated wiring harnesses and box-build assemblies used in medical, aerospace, and defence applications.

Bankruptcy

• Fixed fee bankruptcy work for a major national IVA provider.
• Acting for the husband of a bankrupt, against his spouse’s trustee in bankruptcy, to recover the husband’s solely owned assets that had been frozen within the bankruptcy estate. This matter was complicated by the Trustee’s counterclaims to an equitable interest in property of a company in which the husband was sole shareholder some ten years ago.
• Acting for a number of trustees in bankruptcy, protecting their interests in the bankrupt’s home and seeking possession and sale of the matrimonial home and investigating potentially avoidable claims on a CFA basis.
• Advising a trustee in bankruptcy of a solicitor in the sale of the former solicitor’s partnership premises and rights of recovery against the other former partners.

Litigation

• Ongoing litigation support to a leading plywood importer in respect of complicated litigation across London, New York and Amsterdam following the insolvency of a shipping company culminating in a five day trial at the Commercial Court, London.
• Advising two separate accountancy practices in respect of administration appointments by a Bank while a winding up petition was outstanding.  We had to act extremely swiftly and within 48 hours we had conducted negotiations with HMRC and attended court to ensure administration orders were secured and the winding up order not granted.
• Prompt and proactive advice to a Welsh county borough council concerning the insolvency of its waste collection and recycling contractor, including complex procurement and TUPE transfer issues and specialist legal opinions from the Bar provided within hours of instruction.
• Acting for one of Europe’s leading manufacturer and distributor of flat screen tvs and white goods to assist with winding up of a customer. Upon presentation and service of the petition the company sought the protection of administration. Currently advising in connection with anti-dumping and competition law surrounding the return of a six figure sum of trust monies.
• Acting for directors of a sheet metal design company facing allegations of preference payments and transactions at an undervalue from an administrator.

For all enquiries please contact Paul Caldicott, Partner in our Business Support and Insolvency team.