Hong Kong Insolvency and Restructuring: Questions and Answers

SUMMARY OF CONTENTS

SECURITY AND PRIORITIES

1. What are the most common forms of security taken in relation to immovable and movable property? Are any specific formalities required for the creation of security by companies?

Immovable property

The most common types of security for immovable property are:

• Legal mortgage.  This transfers legal title of a debtor's property to the creditor along with a right to sell that property if the debtor defaults. Legal title must be returned to the debtor when the debt is paid.

• Equitable mortgage.  This transfers the beneficial interest in a debtor's property to the creditor. An equitable mortgage can arise if parties do not comply with the formalities necessary to create a legal mortgage (for example, if they do not execute a deed).

• Fixed charge.  This is created where a debtor provides the creditor with an immediate proprietary interest in an asset but retains control of it. Neither ownership nor possession of the asset is transferred to the creditor, but the debtor cannot deal with the asset unless the creditor consents. A fixed charge binds subsequent creditors. If the debtor defaults, the creditor can apply for a court order to sell the charged asset or appoint a receiver to take possession of it.

Movable property

The most common types of security for movable property are:

• Legal and equitable mortgages.  See above, Immovable property.

• Fixed charge.  See above, Immovable property.

• Floating charge.  This is a charge over a class of assets (such as trading stock, current assets or bank accounts). A debtor can continue to deal with the assets in the ordinary course of business until the charge crystallises and the creditor takes steps to enforce it.
  
  A floating charge crystallises, and changes into a fixed charge (see above, Immovable property) if:

• a default specified in the charge document takes place. The creditor can then appoint a receiver to take control of the charged asset (see Question 4);

• the creditor exercises a right (commonly included in charge documents) to crystallise the floating charge immediately;

• circumstances arise which lead to automatic crystal-lisation (such as the creditor ceasing business)

• Pledge.  This gives the creditor a right to possess the pledged asset and sell it to recover a debt. It is created by actual delivery of the asset to the creditor, who holds it until the debt is settled. The debtor retains legal title to the pledged asset.

• Lien.  This gives the creditor a right to retain, but not to sell, a debtor's assets that are already in its possession (such as items to be repaired) until a debt has been paid. It terminates when the assets are returned to the debtor.

Formalities

The following must be registered with the Companies Registry:

• Fixed and floating charges over all immovable property, and most movable property, of companies incorporated or registered in Hong Kong (within 35 days of creation).

• Charges over land and buildings in Hong Kong (which must also be registered with the Land Registry within one month of creation to guarantee priority over subsequent charges).

• Charges over aircraft and ships (which must also be registered with the Civil Aviation Department or entered in the Shipping Register).

By virtue of recent legislative changes, registration applies to Hong Kong companies and foreign companies registered in Hong Kong. It does not apply to foreign companies not registered in Hong Kong, even if they have a place of business in Hong Kong. This removes a previous uncertainty in the law.

The following must be created by deed:

• Charges over land and buildings.

• Mortgages.

• Charges with a power of attorney, which gives a creditor the right to:

• deal with the charged asset; and

• execute documents in the name of the debtor.

2. Where do creditors and shareholders rank on the insolvency of a company?

The term bankruptcy refers to personal insolvency and liquidation refers to corporate insolvency.

The ranking of creditors partly depends on the circumstances of each case. However, the general order of priority is:

• Secured creditors.  Debts secured by a mortgage or a fixed charge (see Question 1, Immovable property) are paid (less the costs of realisation) from the sale proceeds of the charged assets. Equitable mortgages rank behind legal mortgages, and fixed charges over the same asset rank in the order of creation.

• Liquidation costs.  These include the liquidator's fees, the costs of winding-up petitions and costs of realisation.

• Preferential creditors.  Employees can, for example, claim some of the amounts owed to them, such as wages and holiday pay. The same rule applies to insurance and reinsurance claims for businesses in Hong Kong.

• Floating charge holders.  See Question 1, Movable property. These are only paid from the sale proceeds of a floating charge if all preferential creditors have been paid in full. Floating charges over the same asset rank in the order of creation. If the sale proceeds are not sufficient to pay the debt, the creditor can claim the balance as an unsecured creditor.

• Unsecured creditors.  Any surplus remaining after the floating charge holders have been paid in full is distributed to other creditors.
  
  Unsecured creditors rank equally for payment, and are paid on a proportional basis if there are insufficient assets to meet their claims in full.

• Shareholders.  Any remaining assets are used to repay the shareholders'capital contributions.

3. Are there any mechanisms used by trade creditors to secure unpaid debts?

Trade creditors can use the following mechanisms to secure unpaid debts:

• Lien.  See Question 1, Movable property.

• Retention of title clause (Romalpa clause).  This is often included in a supply agreement and allows the creditor to retain title to goods until the debtor has:

  • fully paid for the goods; and

  • fully repaid all outstanding sums.

  If payment is not made, the creditor can recover the goods from the debtor.  The right to title is lost if the goods are:

  • altered;

  • used to create other goods; or

  • sold by the debtor to a third party acting in good faith.

  Not all Romalpa clauses can secure debts. Those that claim title over the sale proceeds of goods are interpreted as floating charges. Unless registered, these are void when the debtor goes into liquidation (see Question 1, Formalities). Attempts to claim sale proceeds through Romalpa clauses rarely succeed.

4. Are there any procedures (other than the formal rescue or insolvency procedures described in Question 5) that can be invoked by creditors to recover their debt?

An unsecured creditor can begin legal proceedings to recover its debt. A creditor can seek a freezing order (Mareva injunction) over the debtor's assets (up to the amount claimed) until a formal hearing takes place, if it can satisfy the court that there is both:

• A real danger of the debtor dissipating its assets.

• A good arguable case with a substantive claim.

Most security documents allow a receiver to be appointed if a default occurs or the debtor does not make payment as agreed. A receiver can usually take possession of specific assets belonging to the debtor. The receiver can choose to safeguard these assets, or alternatively to receive income from, or dispose of, them. Court approval is not required to appoint a receiver, but the appointment can be challenged in court (for example, if security is not validly taken). The court can also appoint a receiver under a charging order in debt recovery actions or to safeguard disputed property. The order appointing the receiver sets out his powers.

A receiver must realise the company's assets and pay the debt owing to the party who appointed him. If he is appointed under the terms of a floating charge, his appointment is likely to coincide with the crystallisation of the charge. Before paying the debt owed to the charge holder, the receiver must first pay any preferential creditors (see Question 2).

The appointment of a receiver often leads to the liquidation of the company.

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RESCUE AND INSOLVENCY PROCEDURES

5. Please briefly describe rescue and insolvency procedures that are available in your jurisdiction. in each case, please state:

• The objective of the procedure and, where relevant, prospects for recovery.

• Companies to which it can potentially apply.

• How it is initiated, when and by whom.

• Substantive tests that apply (where relevant).

• How long it takes.

• The consents and approvals that are required.

• The effect on the company, shareholders and creditors.

• How the procedure is formally concluded.

Workout

• Objective.  A workout is a contractual arrangement or compromise between a company and all its creditors, which aims to prevent liquidation and enable the company to rescue its business.

• Companies.  Any company can make a workout arrangement.

• How, when and by whom.  A company can negotiate with its creditors at any time before liquidation proceedings begin. The courts are not involved and success depends on reaching an agreement. As there is no moratorium, dissenting creditors can go against the wishes of the majority of creditors and begin insolvency proceedings.

• Substantive tests.  There is no substantive test that a company must meet before it can negotiate a workout.

• How long.  There is no required time frame in which the parties must agree the terms of a workout. As there is no moratorium, a quick conclusion is advisable. However, the process often takes months or even years.

• Consents and approvals.  The company and all its creditors must unanimously approve the terms of a workout.

• Effect.  Once a workout is agreed, creditors often monitor its implementation through a committee of creditors.

• Conclusion.  The procedure concludes when the parties sign the workout arrangement and implement its terms. Since there is no moratorium, any creditor can begin liquidation proceedings if they do not agree to the workout (see above).

Bank workout

• Objective.  A bank workout is a contractual arrangement or compromise between a company and a group of its lenders, which aims to prevent liquidation and enable the company to rescue its business.

• Companies.  Any company with multiple lenders can make a bank workout arrangement.

• How, when and by whom.  When a company is in financial difficulty, it calls a meeting of banks, which is initially expected to be supportive. The lenders generally act through a small committee, known as a steering committee, led by one of the banks. While not statutory, the guidelines issued by the Hong Kong Monetary Authority and the Hong Kong Association of Banks should be applied. These state that banks should act quickly, and use representatives and advisers that have experience of the workout procedure.

• Substantive tests.  See above, Workout.

• How long.  See above, Workout.  A formal or informal standstill arrangement is usually agreed between the lenders. Bank workouts can be time consuming and expensive.

• Consents and approvals.  The company and the banks must unanimously approve the terms of a workout. If a clear majority of banks are in favour, the guidelines strongly recommend that the minority review their position.

• Effect.  Once a workout is agreed, the steering committee led by one of the banks monitors its implementation.

• Conclusion.  If a workout is agreed, the company and its lenders sign a restructuring agreement. The creditors are free to begin liquidation proceedings if any standstill arrangement expires or is terminated.

Scheme of arrangement

• Objective.  A scheme of arrangement (section 166, Companies Ordinance (Cap. 32), Laws of Hong Kong) is a binding arrangement between the company and its creditors or shareholders, which aims to prevent the company's liquidation. The court must approve a scheme of arrangement.

• Companies.  A scheme of arrangement can be made by any company registered in Hong Kong, including overseas companies registered under Part XI of the Companies Ordinance.

• How, when and by whom.  The company, its creditors or its shareholders can begin negotiations for a scheme at any time. As there is no moratorium, any dissenting creditor can begin liquidation proceedings against the company, which would prevent a scheme from being concluded. To mitigate this, a scheme is sometimes prepared together with a provi-sional liquidation.

• Substantive tests.  There is no substantive test that the company and its creditors or shareholders must meet. It is not necessary for a company to show that it is unable or likely to become unable to pay its debts. Solvent companies in group reorganisations, mergers and demergers often use schemes of arrangement.

• How long.  Concluding schemes of arrangement can take more than a year, and be expensive because of the court's involvement and the need to define carefully the classes of creditor to which the scheme applies. There is no prescribed form for a scheme of arrangement, but it must be clearly explained to creditors through a separate document called an explanatory statement.

• Consents and approvals.  The scheme must be approved by at least 75% in value and 50% in number of the classes of creditors or shareholders voting at their respective meetings. The court's approval is also required to ensure fairness. There is recent authority that, if creditor approval is unani¬mous, the court should be reluctant to reject a scheme.

• Effect.  Once approved, the scheme is binding on the company and all creditors or shareholders. Under the terms of the scheme, an administrator (who is usually an insolvency accountant) is appointed to implement the arrangement.

• Conclusion.  A scheme generally concludes when its terms have been implemented. There are usually provisions on early termination (for example, through a creditors'vote), payment of a final dividend and any final arrangements on conclusion of the scheme.

Compulsory liquidation

• Objective.  The aim of compulsory liquidation is to realise a company's assets and distribute them to creditors in order of priority (see Question 2).

• Companies.  Any company can be compulsorily liquidated, whether or not registered in Hong Kong, provided that it has some connection with the jurisdiction.

• How, when and by whom.  A winding-up petition must be presented to the court by:

  • the company;

  • the company's directors;

  • the company's creditors; or

  • certain government officials.

  Most compulsory liquidations are begun either by unpaid creditors or by creditors who have served a statutory demand and not received payment within 21 days.

  If, after a petition is presented, there is evidence that a company's assets are being dissipated, the court can appoint a provisional liquidator to protect those assets. This appointment usually continues until the court has dealt with the petition. It is also common for the court to appoint provisional liquidators, whenever necessary, to maintain a company's existing position until a rescue plan has been arranged.

• Substantive tests.  A petition must state at least one of six grounds. The most common are:

  • the company is unable to pay its debts. This is presumed if the company fails to satisfy a debt within 21 days of a statutory demand, or if a judgment debt is not satisfied in whole or in part. In these circumstances, a creditor does not need to prove insolvency (proof of insolvency is a separate ground);

  • a special resolution for liquidation has been passed by at least 75% of shareholders' votes cast;

  • it is just and equitable to liquidate the company.

• How long.  The court usually fixes a hearing date within two months of the petition being presented. The company can oppose the petition. Whether a liquidation order is granted depends on the evidence and the merits of the petitioner's case. If a debt is genuinely disputed, no order is granted.

• Consents and approvals.  The court grants a liquidation order.

• Effect.  The official receiver is appointed as the provisional liquidator of the company once the court makes a liquidation order. The official receiver convenes the first creditors' meeting, which takes place within three months of the liquidation order. At this meeting, a liquidator is appointed by the creditors to take control of the company and replace the official receiver, and the directors'powers cease.

  There is a moratorium on proceedings against the company, unless the court consents to claims. Consent is rarely given and the company's affairs are resolved using the rules applicable to liquidation. A liquidator investigates the conduct of the company's affairs in the time leading to his appointment, with a view to maximising the return to creditors.

  A creditors' committee (committee of inspection), which usually comprises between two and five creditors or their representatives, is usually appointed at the first creditors' meeting, and supervises the liquidator. In particular, it must approve agreements with creditors and the conduct of proceedings by or against the company. Each creditor must file a proof of debt to claim in the liquidation, which the liquidator considers on its merits. Creditors can appeal against the liquidator's rejection of their claim within 21 days of being notified of this.

  The court can order liquidations for assets worth less than HK$200,000 (about US$25,643) to be conducted summarily, in which case the first creditors'meeting is not held.

  If there is a large number of creditors, the court can order the liquidation to be conducted under a regulating order. This is where the court rather than the creditors appoint the liquidator and/or the committee of inspection.

  It is possible to convert a compulsory liquidation to a creditors' voluntary liquidation (see below, Creditors' voluntary liquidation) with the court's approval

• Conclusion.  When the liquidation is complete and the as-sets have been distributed, the liquidator can apply to the court for his release. Prior notice of the application should be given to all creditors with a summary of all receipts and payments in the liquidation. When the court has granted a release to the liquidator, a notice of this is published in the Government Gazette. On application from the liquidator, the court orders the company to be dissolved when the proceedings are complete. The liquidator must send a copy of this order to the Companies Registry within 14 days.

Creditors' voluntary liquidation

• Objective.  The aim of a creditors' voluntary liquidation is to wind up a company without involving the court.

• Companies.  Any company registered in Hong Kong can use these proceedings.

• How, when and by whom.  A company's directors can begin the procedure if they believe that there is no real prospect of the company paying its debts. The directors convene an extraordinary general meeting of shareholders, which must pass a special resolution for winding up by at least 75% of votes cast. A creditors' meeting is held within one day of this resolution to appoint a liquidator (and possibly a committee of inspection).

  A majority of directors can pass a board resolution to wind up the company, without consulting shareholders, on grounds that the company cannot continue business because it cannot pay its debts. This resolution can only be passed if it is not reasonably achievable to wind up the company by any other means. A statutory declaration must be filed with the Companies Registry within seven days of this resolution, verifying written statements (which are signed by the directors and record the resolution that, among other things, the company cannot continue its business because of its debts). Swearing a statutory declaration without reasonable grounds for believing in its truth is a criminal offence, punishable by a fine and imprisonment. Creditors' and shareholders' meetings are then held within 28 days of filing the statutory declaration.

• Substantive tests.  See above, How, when and by whom.

• How long.  Voluntary liquidation begins when the special resolution is passed or when the statutory declaration is filed (see above, How when and by whom).

• Consent and approvals.  Creditors and, if liquidation is started by special resolution, shareholders elect a liquidator at their respective meetings. If creditors and shareholders cannot agree, the creditors' choice prevails. Creditors can appoint a committee of inspection consisting of no more than five persons.

• Effect.  See above, Compulsory liquidation.  However, the liquidator's powers differ slightly.  The liquidator must realise as many of the company's assets as possible for distribution to its creditors.

• Conclusion.  When the company's affairs are fully wound up, the liquidator must prepare an account of how he has con-ducted the liquidation and disposed of assets. He must also call meetings of the company and its creditors. Within one week of these meetings, the liquidator must send a copy of the account to the Companies Registry. The company is dissolved three months after the account has been registered (unless the court makes an order deferring the date).

Solvent voluntary liquidation

• Objective.  The aim of a solvent voluntary liquidation is to wind up a company when its shareholders no longer wish it to continue in business, to pay all the company's creditors in full and to distribute any surplus to the shareholders.

• Companies.  Any company registered in Hong Kong can be voluntarily liquidated, provided that it meets the substan¬tive test (see below, Substantive tests).

• How, when and by whom.  A majority of the company's directors must make a declaration of solvency within five weeks before liquidation begins. An extraordinary general meeting is convened (with at least 21 days'notice). At this meeting, shareholders must:

  • pass a special resolution by at least 75% of votes cast; and

  • appoint a liquidator.

• Substantive tests.  The company must be capable of paying all its creditors in full within 12 months from when the liquidation begins, even if the overall liquidation process takes longer than 12 months. If, at any time, the liquidator discovers that the assets are insufficient to achieve this, he must immediately call a creditors' meeting. The liquidation is then conducted in the same way as a creditors'voluntary liquidation (see above, Creditors'voluntary liquidation).

• How long.  All creditors must be paid in full within 12 months of the date on which the special resolution was passed.

• Consent and approval.  Other than the special resolution, no consents or approvals are required.

• Effect.  The liquidator winds up the company. All the creditors are paid, or provided for, in full within 12 months of liquidation beginning.

• Conclusion.  See above, Creditors' voluntary liquidation, except that only a meeting of the company is required.

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LIABILITY AND TRANSACTIONS

6. Are there any circumstances in which a director, parent company (domestic or foreign) or other party can be held liable for the debts of an insolvent company?

Directors and officers of a company are liable to the liquidator if they commit offences, such as fraud or deception. In a number of situations, a liquidator can also seek a court order requiring certain directors or officers to either:

• Repay or restore property to the company.

• Provide compensation or contribute to the company's assets.

A director can be personally liable if:

• He has given a personal guarantee for company debts. The director is liable to the creditor to whom the guarantee was made.

• Business was carried out with intent to defraud creditors, or for any other fraudulent purpose, and he was knowingly a party to the fraud. The standard of proof of intent to defraud is high and difficult to establish, especially when liquidation has been in progress for several years.

• He (or a shadow director) has breached his fiduciary duties to the company and its shareholders.

• He has misapplied or retained the company's property for his personal benefit (misfeasance).

Directors are also criminally liable for certain offences (such as misappropriation of property, for which they can be imprisoned). If company accounts and records are destroyed, or falsified before or after winding up begins, the party responsible (whether a past or present officer or shareholder) can be fined or imprisoned.

A parent company is a separate legal entity and is not liable for an insolvent subsidiary's debts, unless it has given a guarantee for those debts.

7. Can transactions that are effected by a company that subsequently becomes insolvent be set aside?

Transactions entered into by a company that subsequently goes into liquidation can be set aside in the following circumstances:

• Unfair preferences.  An unfair preference occurs when an insolvent company makes a payment, or carries out another act, that puts a creditor in a better position than it would otherwise have held. A transaction is usually only an unfair preference if made voluntarily by the company, rather than as a result of a threat of creditor action.

A liquidator can apply to court to set aside an unfair preference made by the company within six months (or two years if it relates to an associate) before its liquidation. An associate is widely defined but does not include a parent company. Transactions involving associates are presumed to be an unfair preference.

• Floating charges.  Floating charges created within 12 months of an insolvent company's liquidation are invalid and can be set aside by the liquidator, unless money is advanced to the company at the same time as, or after, the charge is created.

• Disposals.  Any disposal of company property between the presentation of a petition and the making of a liquidation order by the court is void (section 182, Companies Ordinance). A recipient of funds or assets transferred must return them to the liquidator, unless the recipient applies to court to declare the disposal valid (this can be done either before or after the disposal). The court only declares a disposal valid if it is satisfied that the transfer does not have the effect of reducing the assets available for distribu¬tion to creditors.

• Onerous property.  With the court's approval, a liquidator can disclaim onerous property within 12 months of liquidation beginning. Onerous property includes:

• unprofitable contracts;

• property that cannot be realised and;

• leases made on unfavourable terms.

• Assets placed beyond the reach of creditors.  A transaction can be set aside if a liquidator can prove to the court that it took place with the aim of placing company assets beyond creditors'reach. There is no time limit for challenging transactions, but a claim is more likely to succeed if the transaction occurred shortly before liquidation. The company need not have been insolvent at the time of the transaction or become insolvent as a result of it for the transaction to be set aside.

• Extortionate credit transactions.  Liquidators can apply to court for an order either to set aside or to vary the terms of a credit transaction if:

  • the company entered into it within three years before liquidation; and

  • it involves exorbitant payments or otherwise grossly contravenes ordinary principles of fair dealing

• Fraudulent trading.  If, during liquidation, it appears that any business of the company took place with intent to defraud creditors or any other person, or for any fraudulent purpose, the court can declare that a person who was knowingly a party to that business is personally liable for the company's debts.

8. Please set out any conditions under which a company can continue to carry on business during insolvency or rescue proceedings. In particular:

• Who has the authority to supervise or carry on the company's business?

• What restrictions apply?

Workout and bank workout
Subject to any contractual arrangements made with the creditors, the company can continue carrying on business.

Scheme of arrangement
The company can carry on business before a scheme is approved. After this, the scheme is usually administered and implemented by administrators, whose rights and duties are set out in the scheme document.

Compulsory liquidation
If a liquidation order has been made or a provisional liquidator has been appointed, the liquidator or provisional liquidator takes control of all the company's property.

A liquidator can only carry on the company's business with the approval of the court or the committee of inspection. If approval is given, the liquidator can continue business only to the extent that this is necessary to benefit the winding up of the company. A provisional liquidator generally has no power to continue carrying on business, unless the court order appointing him states otherwise.

Creditors' voluntary and solvent liquidation
As soon as liquidation begins, the company must cease carrying on business, except to the extent that this is necessary to benefit the liquidation. The approval of the court or committee of inspection is not required to carry on business in these circumstances.

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INTERNATIONAL CASES

9. Please state whether:

• Courts in your jurisdiction recognise insolvency and rescue procedures in other jurisdictions.

• Courts co-operate where there are concurrent proceedings in other jurisdictions.

• There are any international treaties relating to insolvency to which your jurisdiction is a signatory.

• There are any special procedures that apply to foreign creditors.

• Recognition.  Court orders obtained in foreign insolvency proceedings can only be enforced in Hong Kong if the court recognises those proceedings. When asked to recognise a foreign insolvency procedure, the court must balance its obligations to the foreign jurisdiction with the need to ensure that Hong Kong creditors receive fair treatment. Foreign judgments are unlikely to be enforced if Hong Kong creditors could be unfairly prejudiced. Surprisingly, even though Hong Kong is part of China, there is no formal basis on which a Hong Kong liquidator can be recognised in China.

• Concurrent proceedings.  In practice, if there are proceedings both in Hong Kong and abroad, the court has shown a willingness to co-operate with the foreign court.

• International treaties.  Hong Kong is not party to any inter-national treaties relating to insolvency and the UNCITRAL Model Law on Cross-Border Insolvency 1997 (UNCITRAL Model Law) has not yet been implemented in Hong Kong.

• Special procedures for foreign creditors.  The same procedures apply to both local and foreign creditors.

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PROPOSED REFORMS

10. Are there any proposals for reform to insolvency law in your jurisdiction?

Proposals for reform have been made for the following, but are unlikely to be implemented in the near future:

• Provisional supervision.  A provisional supervision rescue procedure to be used by companies that are having difficulties, but which have strong underlying businesses (similar to UK administration or US Chapter 11 proceedings). Further discussion is needed about whether employees'outstanding claims should be paid, either in full or up to a certain limit, before a company can begin this rescue procedure.

• Consolidating legislation.  There are plans to consolidate all insolvency legislation relating to individuals (governed by the Bankruptcy Ordinance ((Cap. 6), Laws of Hong Kong)) and companies (governed by the Companies Ordinance) into a single ordinance.

• Insolvent trading.  If the concept of insolvent trading is introduced, a company's directors, shadow directors and senior management will be personally liable to compensate the company in certain circumstances. Liability will arise if they allowed the company to continue trading and incur debt when they knew, or ought reasonably to have known, that it was insolvent and that there was no reasonable prospect of avoiding insolvency.

  A provision on insolvent trading will allow negligence, rather than dishonesty, to be the basis for taking action against a company's officers. The aim of the proposal is to encourage directors and senior management to address a company's financial position at the first sign of difficulties.

• UNCITRAL Model Law.  The Law Reform Commission has concluded that Hong Kong should await further development of the UNCITRAL Model Law before taking steps to implement it.

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This article was first published in the PLC Cross-border Restructuring and Insolvency Handbook 2008/09 and is reproduced with the permission of the publisher, Practical Law Company.  For further information or to obtain copies please contact iain.plummer@practicallaw.com, or visit www.practicallaw.com/restructurehandbook.