Business Recovery & Insolvency

BUSINESS RECOVERY AND INSOLVENCY lawyers ahead of the curve

WHY ROYDS WITHY KING?

Current economic and political pressures make for tough trading conditions. With resources dwindling and debt increasing, what options are there for businesses in financial difficulties?

And what can professionals do to help?

Our Business Recovery & Insolvency team can guide companies and individuals through every step of the way, to a recovery or a well managed insolvency. We are well versed in both corporate insolvency and personal bankruptcy and regularly work with leading insolvency practitioners across the full spectrum of insolvency scenarios.

Where possible, we aim to help our clients overcome their financial difficulties. We will work with businesses, individuals and other professionals such as banks and accountants to help this happen. When insolvency or bankruptcy is the only option, our task is to be on our clients’ side to help them fulfill their duties and reduce their exposure to any risks that may arise.

360° APPROACH The 360° approach means that we’ve got you covered on all fronts. From initial investigations to pursuing legal actions, restructuring debt, making sure any staff issues are handled well, realising assets, or making recoveries for the benefit of the insolvent estate, we have the expertise required. We deliver a range of legal services to businesses and insolvency professionals under umbrellas of corporate law, employment, real estate and dispute resolution and serve clients in global sectors as diverse as banking and finance, retail, leisure and hospitality, technology, healthcare and social care.

Insolvency processes: Administration Liqidation Pre-packs Bankruptcy Insolvency litigation Corporate restructuring: Asset sales Re-financing Property issues: Portfolio restructuring Landlord and tenant issues CVAs Staff issues: Complex redundancies Restructuring TUPE Intellectual property advice Family law: Divorce proceedings Trust advice

PRAGMATIC ADVICE AT ALL STAGES OF THE DISTRESS CURVE RESCUE PRE-INSOLVENCY PRE-PACK

ADMINISTRATION

LIQUIDATION

NON-CONTENTIOUS RECOVERY AND INSOLVENCY Recovery • Asset sale agreements

• Applications to recover and to set aside antecedent transactions

• Realising assets, including real estate and intellectual property

• Settling finance and pensions issues

• Debt refinancing/restructuring

• Dealing with staff issues, including complex redundancies and layoffs

• Dealing with pension trustee work , including sleep-in liability Insolvency • Advice on the best process, including formal insolvency procedures

• Company voluntary arrangements (CVA) • Individual voluntary arrangements (IVA)

• Working with IPs, secured creditors, investors and corporates to achieve a constructive insolvency

CONTENTIOUS INSOLVENCY The distress curve will be unique in each situation, and the eventual outcome - insolvency or recovery - will depend on a wide range of factors. Commercial, practical, clear advice is one of them.

Our Business Recovery & Insolvency lawyers specialise in contentious and non-contentious insolvency for companies and individuals, including risk assessment and mitigation, court proceedings and out-of-court settlements, fraud, and cross-border asset recovery.

We act for insolvency practitioners, directors, lenders, companies and individuals in financial difficulties and are able to address the most complex of situations.

Acting for insolvency practitioners, creditors, debtors, companies in financial difficulties and financial institutions asserting or facing potential claims:

• Realising assets, including real estate and intellectual property • Claims for breach of duty and negligence

• Asset recovery advice

• Complex cross-border disputes and restructurings

• Contested insolvency applications

• Enforcement proceedings

• Applications to clawback payments

• Fraud and asset tracing

• Applications to recover and set aside antecedent transactions

• IP litigation, protection and enforcement

COMMITTED TO EXCELLENT SERVICE

THE INTERNATIONAL DIMENSION ACCREDITED AND RECOGNISED Our ‘dynamic and forward-thinking’ (Legal 500 UK 2020) lawyers are recommended by Chambers and Partners and Legal 500, UK’s leading guides to the legal profession.

We are members of Recovering Assets, Insolvency, Investigations, Disputes and Restructuring International (RAIIDAR) and the Association of Business Recovery Professionals (R3).

With many global clients, a significant amount of Royds Withy King’s work is international. We regularly work for private individuals, businesses and insolvency professionals to meet their legal requirements around the world.

We are proud to be founding and active members of Interleges, a leading international association of law firms. This enables our firm to provide legal services across global frontiers and ensure our clients are supported in key jurisdictions. Through Interleges, both business organisations and individuals have access to specialist lawyers who have experience in representing clients from different countries.

ACCESSIBLE AND AGILE As a national law firm, we work with clients across the country as well as internationally. We are able to hold meetings in our office, as well as travel to your location, or connect with you using audio or video conferencing.

With our document sharing platform, you can also have access to a secure and private portal to store your important documents in one place, with easy shared access for designated members of your team.

You will also have the benefit of a shared space in the portal to confidentially share documents with us for the purposes of obtaining legal advice. This saves time, frees up space in your email inbox and ensures easy access to documents at any time. It also enables the sharing of personal and sensitive data in a GDPR compliant manner.

TRANSPARENT, SOLUTION-LED AND FLEXIBLE ON FEES When it comes to pricing our legal services, we are committed to transparency so that our clients can see value for money and budget with confidence. We offer various pricing models, including fixed fees wherever possible.

ENSURING EXCELLENT CLIENT SERVICE Our passion for service delivery is a key driver for our firm.

Our feedback confirms that we are getting it right, but we are never complacent and continue to aim for the highest levels of excellence in our client service. We run regular independent surveys in order to understand our clients’ future requirements whilst staying highly responsive to their ongoing requests.

ACTING FOR ADMINISTRATORS OF DEBT MANAGEMENT COMPANIES

OUR RELEVANT EXPERIENCE

The companies were debt managers for individuals seeking arrangements with their creditors, that had been intervened by the FCA due to financial mismanagement by the directors. We initially advised the Joint Administrators on their appointment by the floating charge-holder and assisted in negotiating the sale of three businesses to another licenced debt management company which was subject to FCA approval.

This complex matter involved careful coordination across a number of teams. Subsequently, the client instructed us to pursue a misfeasance claim against the former managing director and majority shareholder for seeking to misappropriate funds from the purported sale of the group of companies for his personal benefit, which was the cause of the intervention by the FCA.

ADVISING INTERNATIONAL BANKS ON RESTRUCTURING AND LOAN RECOVERIES We advised Punjab National Bank on an exit strategy for an invoice discounting facility. The borrower company, a national chemical distributor with a turnover of nearly £100m, ran into financial difficulties and was seeking alternative finance in circumstances where the bank was unable to continue its position as lender.

In another case, Bank of India loaned monies pursuant to Facility Agreements to the borrower for around $15m. The borrower company was based in Dubai, with two guarantor companies in India and Hong Kong, and a personal guarantor based in India.

Following various breaches of the loan facility and nonpayment by the borrower, we advised the bank in respect of its recovery actions against the borrower and the three guarantors. The borrower ultimately ceased trading following the discovery of a global fraud valued at circa $2b. We advised the bank in respect of the action in Hong Kong, Dubai, India and the UK, including various insolvency processes.

ADMINISTRATION OF CLUBHOUSE LONDON LIMITED

DEFENDING MULTIPLE CLAIMS AGAINST A DIRECTOR

Our dispute resolution, corporate and real estate experts within the Business Recovery & Insolvency team worked closely with accountants RSM UK on the administration and subsequent sale of the assets of the Clubhouse London Limited, a WeWork style co-working company offering highend serviced office space throughout the City. The final deal resulted in a £3m reduction in the company’s debt together with a £220,000 cash injection.

We acted for one of three former directors of the company against whom a number of claims were made alleging extortionate credit transactions, unpaid company borrowings, voidable company loans, retention of company property, diversion of company funds, wrongful trading and misfeasance. The liquidator also sought a declaration of ownership of land. We successfully defended all but one of the claims against our client.

COMPANY ADMINISTRATION RESCINDING A WINDING UP ORDER We recently succeeded in rescinding a Winding Up Order made against a London-based construction company by HM Revenue & Customs and the Official Receiver. The application to rescind the order, which was made after the company had received negligent advice, is an extremely rare occurrence: the previous reported successful application was some 12 years before this one. The successful rescission allowed the company to continue its business and avoid liquidation.

We provided advice to joint administrators of a leaseholder of a large-scale development site in Liverpool, which included over 100 residential apartments. A third party had a first legal charge over the lease. A group of investors offered to acquire the leasehold and freehold interests in the development. The charge holder failed to engage regarding the investors’ proposal and therefore advice was required by the Joint Administrators in relation to an application under para 71 Schedule B1 of the Insolvency Act 1986. This was to obtain court approval to proceed with the investors’ proposal notwithstanding the secured creditor’s lack of consent. The matter was ultimately resolved on favourable terms.

LIQUIDATON OF A RETAIL CHAIN We advised the liquidators of a former chain of over 200 retail clothing stores in respect of various actions against recipients of monies. The advice extended to actions under the Insolvency legislation against recipients of ‘void’ payments in the petition period, actions to defend Retention of Title claims, sales of intellectual property and other assets of the company as well as actions against the directors.

We successfully obtained orders against some recipients in excess of £1m, were successful at trial, and concluded some on agreed terms.

PURSUING A CLAIM UNDER A GUARANTEE We acted for the client creditor company, Armstrong Solar Holdings Limited, in relation to the enforcement of various loan notes with the debtor company, which then entered into liquidation – leaving the client to pursue a claim against a related group company under a guarantee.

The claim was particularly complex, primarily because of approximately two dozen agreements governing the relationship between the parties over a three-year period; various contractual offsets to be applied as between the parties as a consequence; the implications on the guarantee claim of various separate settlement agreements with the liquidators of the debtor company; and separate satellite litigation between the respective companies in the debtor and creditor company groups.

YOUR INSOLVENCY EXPERTS

MILAN KAPADIA Partner, Dispute Resolution 020 7842 1497 | milan.kapadia@roydswithyking.com An experienced banking, commercial and civil lawyer, Milan specialises predominantly in insolvency litigation and restructuring and acts for insolvency practitioners, corporate clients in a variety of sectors, Indian banks with a presence in the UK and individual clients.

BHARTI MOORE Senior Associate, Corporate 020 7842 1522 | bharti.moore@roydswithyking.com Bharti has a broad range of experience in corporate finance work, acquisitions and disposals, banking (specifically secured lending), corporate restructuring, joint ventures and general commercial contracts.

RICHARD WOODMAN

URSULA DANAGHER

STEPHEN WELFARE

Partner, Employment & HR 020 7842 1439 | richard.woodman@roydswithyking.com

Partner, Family 0207 797 6301 | ursula.danagher@roydswithyking.com

Partner, Dispute Resolution 020 7842 1426 | stephen.welfare@roydswithyking.com

Richard advises on a wide range of employment issues arising from corporate re-structurings, acquisitions/disposals and insolvencies, especially the application of TUPE and complex redundancies.

Ursula specialises in complex financial proceedings upon divorce, which more often involve cross-jurisdictional issues, offshore trusts and overseas assets.

Stephen is an experienced commercial litigator with a particular specialism in contentious intellectual property law.

JOANNE BROWN Senior Associate, Dispute Resolution 020 7842 1415 | joanne.brown@roydswithyking.com Jo advises insolvency practitioners, financiers, creditors, directors (facing disqualification proceedings or claims brought by insolvency practitioners), bankrupts and shareholders, often with a multi-jurisdictional element.

JACK PESTILL Associate, Dispute Resolution 020 7842 1411 | jack.pestill@roydswithyking.com An experienced litigator in the High Court and County Courts, Jack deals with a wide range of dispute resolution matters, including complex contractual disputes, professional negligence claims, insolvency matters, cross-border commercial disputes, construction disputes, fraud and pension-related matters.

TIM NEWCOMBE Associate, Dispute Resolution 020 7842 1421 | tim.newcombe@roydswithyking.com Tim acts on a wide range of commercial and property related disputes and has a particular expertise in debt recovery, bankruptcy and insolvency.

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Royds Withy King LLP is a limited liability partnership registered in England and Wales with registered number OC361361. Royds Withy King LLP is authorised and regulated by the Solicitors Regulation Authority. The term partner is used to refer to a member of the Royds Withy King LLP or an employee or consultant with equivalent standing and qualification. A list of members is available at the registered office 5-6 Northumberland Buildings, Queen Square, Bath BA1 2JE. Information contained in this communication does not constitute legal advice. All statements are applicable to the laws of England and Wales only.