Limited recourse clauses questioned
ARM Asset Backed Securities SA, a company incorporated in Luxembourg, issued bonds. ARM’s regulator in Luxembourg refused to authorise the business. ARM presented a winding-up petition in London and applied for the appointment of provisional liquidators for an orderly distribution of its assets.
Notwithstanding the location of ARM’s registered office in Luxembourg, the High Court was satisfied that relevant management decisions were taken in England and that was clear to third parties. Therefore the COMI was in England.
Of most interest was the approach of the judge to the limited recourse clause in the bonds. It was held that ARM was insolvent (on both a cash-flow and balance sheet basis), even though the rights of the creditors to recover payment will be ‘as a matter of legal right’ restricted to the available assets. This analysis allowed the judge to avoid deciding the EC Regulation applies to solvent companies…
If you are registered and logged in to the site, click on the link below to read the rest of the Taylor Wessing briefing. If not, please register or sign in with your details below.
News from Taylor Wessing
News from The Lawyer
Briefings from Taylor Wessing
When considering whether a sign ‘consists exclusively of the shape of goods that is necessary to obtain a technical result’, the court is not confined to looking at the sign as filed.
Iceland Foods applied to register in the UK the trademark ICELAND (both figurative and word marks) for fish, meat, game and poultry.
Analysis from The Lawyer
The city-state is working hard to become a global wealth management hub, and law firms are gearing up for a prosperous new world
Financial disputes are starting to dominate the English courts as the long-awaited fallout from the downturn finally comes to town