Foreword to the Third Edition
Foreword to the Second Edition
Foreword to the First Edition
Preface to the Third Edition
Preface to the Second Edition
Preface to the First Edition
About the Authors
Table of Abbreviations
Table of Cases
Table of Legislation
Chapter 1: Introduction
1.1 What is Insolvency?
1.2 The Role of the Insolvency Practitioner
1.3 The Insolvency Regime in Hong Kong
1.4 Types of Winding Up
1.5 Dissolution
1.6 Other Introductory Points
Chapter 2: Members' Voluntary Liquidation
2.1 Introduction
2.2 Main Features
2.3 Procedure
2.4 Company Becomes Insolvent Post-Resolution
2.5 Effect of a Members' Voluntary Liquidation on Directors
2.6 The Liquidator: Vacancy in Office, Resignation & Removal
2.7 Duties of the Liquidator
2.8 Section 237 Arrangements (Reconstructions)
Chapter 3: Creditors' Voluntary Liquidation
3.1 Introduction
3.2 General
3.3 Meeting of Members (Shareholders)
3.4 Convening a Meeting of Creditors (Section 241)
3.5 Conduct of the Section 241 Creditors' Meeting
3.6 Business of Creditors' Meeting
3.7 The Committee of Inspection
3.8 Special Procedure for Voluntary Liquidation under Section 228A
Chapter 4: Compulsory Liquidation
4.1 Introduction
4.2 Section 177(1): The Grounds
4.3 Who May Present a Winding-Up Petition?
4.4 The Petition
4.5 Before the Hearing of the Petition
4.6 The Hearing
4.7 Post-Hearing
4.8 Liquidator's (and Special Manager's) Appointment
4.9 First Meetings (Section 194)
4.10 Summary Cases (Section 227F)
4.11 Regulating Orders (Section 227 A)
4.12 Staying the Winding Up
4.13 Interaction between Compulsory Liquidation, Voluntary Liquidation and Receivership
4.14 Conversion of Compulsory Liquidation to CVL
Chapter 5: Liquidators' Duties
5.1 Liquidators: Ethical Considerations
5.2 Liquidators' General Powers
5.3 Other Powers
5.4 Removal of Liquidators
5.5 Summary
Chapter 6: Liquidators' Investigations and Litigation Funding
6.1 Introduction
6.2 Insolvency Guidance Notes
6.3 Liquidator's Investigations - Some Practical Guidance
6.4 Private Examination (Section 221)
6.5 Public Examination (Section 222)
6.6 Misfeasance Proceedings (Section 276)
6.7 Litigation Funding by Third Parties
6.8 Summary
Chapter 7: Voidable Transactions and Fraudulent and Insolvent Trading
7.1 Introduction
7.2 Unfair Preferences
7.3 Transactions at an Undervalue
7.4 Extortionate Credit Transactions (Section 264B)
7.5 Floating Charges (Section 267)
7.6 Summary and Comparison Table
7.7 Fraudulent Conveyances
7.8 Fraudulent Trading: Introduction
7.9 Fraudulent Trading: Analysis
7.10 Insolvency Trading
7.11 Comparison of Fraudulent and Insolvent Trading
Chapter 8: The Asset Protection Regime
8.1 Introduction
8.2 Actions or Proceedings against the Company
8.3 Executions and Attachments
8.4 Distress
8.5 Post-commencement Dispositions: Section 182
8.6 Retention of Title
8.7 The Anti-Deprivation Principle
8.8 Liens - The Oasis v HAECO Case
8.9 Comparison of Compulsory Winding Up and CVL Provisions
Chapter 9: Proofs of Debt and Priority
9.1 Introduction
9.2 Debts For Which A Creditor May Prove
9.3 Debts That Are Not Provable in a Hong Kong Insolvency
9.4 Claiming for Interest
9.5 Proving for Voting and Dividend Purposes
9.6 Special Cases
9.7 Notice to Creditors to Prove
9.8 Rejection of Proofs of Debt
9.9 Expunging Proofs of Debt
9.10 Order of Payment
9.11 Summary of Proofs and Dividends
Chapter 10: Charges and Receivership
10.1 Introduction and Terminology
10.2 The Distinction Between Fixed and Floating Charges
10.3 Priority of Charges
10.4 Receivership: Outline
10.5 Duties and Powers of Receivers
10.6 Accounts
10.7 Contracts
10.8 Transfer of Businesses (Protection of Creditors) Ordinance (Cap 49)
10.9 Distribution of Company's Assets
10.10 Checklist
Chapter 11: Corporate Rescue and Restructuring
11.1 Introduction
11.2 Workouts and the HKABIHKMA Guidelines
11.3 Schemes of Arrangement
11.4 Recent Developments: Provisional Liquidation and Corporate Rescue
11.5 Provisional Supervision
Chapter 12: Directors' Disqualification
12.1 Introduction
12.2 Terms of a Disqualification Order under Part IVA
12.3 Grounds for a Disqualification Order
12.4 Procedure Regarding the 'Unfitness' Ground
12.5 Directors' Offences
Chapter 13: Liquidators' Remuneration
13.1 Introduction
13.2 Past Controversies: Maxwell and Peregrine
13.3 Lehman Brothers - Not Quite So Controversial
13.4 Current Position
Chapter 14: PRC Bankruptcy Law
14.1 Introduction
14.2 Problems with the Old Law
14.3 Scope of the EBL
14.4 Petitioning for Bankruptcy
14.5 The Independent Administrator
14.6 Remuneration of the Administrator
14.7 Creditors' Committee.
14.8 Priority in Distribution
14.9 Avoidance Provisions
14.10 Reorganisation and Conciliation
14.11 Cross-Border Insolvency
14.12 Summary
Chapter 15: Cross-Border Insolvency
15.1 Introduction
15.2 Approaches for Resolving Cross-Border Insolvency Issues
15.3 Recognition of Foreign Insolvencies
15.4 Options Available to Foreign Representatives for Gathering Information and Protecting Assets of Foreign Debtors in Hong Kong
15.5 Options Available to Hong Kong Liquidators for Protecting Assets of Hong Kong Corporate Debtors Abroad
15.6 Corporate Group Insolvencies
15.7 Need for Legislative Reform
Appendix 1: Members' Voluntary Liquidation Checklist
Appendix 2: Insolvency Checklist and Prepack: Section 228A and Section 241 Creditors' Voluntary Liquidation
Appendix 3: Statutory Demand under Section 178(1)(A) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32)
Appendix 4: Specimen Powers of a Provisional Liquidator Appointed pursuant to s 193
Appendix 5: Section 500 of HKICPA's Code of Ethics for Professional Accountants
Appendix 6: Insolvency Checklist Compulsory Liquidation
Appendix 7: Insolvency Guidance Notes
Appendix 7A: Statement 1.600 Insolvency Guidance Note (1) - Scope (Effective for insolvency appointments made on or after 1 October 2005)
Appendix 7B: Statement 1.601 Insolvency Guidance Note (2) - A Liquidator's Investigation into the Affairs of an Insolvent Company (Effective for insolvency appointments made on or after 1 October 2005)
Appendix 7C: Statement 1.602 Insolvency Guidance Note (3) - Preparation of Insolvency Office-Holders' Receipts and Payments Accounts (Effective for insolvency appointments made on or after 1 October 2005)
Appendix 7D: Statement 1.603 Insolvency Guidance Note (4) – Disqualification of Directors - Statutory Reports (Effective for insolvency appointments made on or after 1 October 2005)
Appendix 8: Official Receiver's Office - Panel A Rules: Rules for Admission of Firms and Persons for Taking-up Appointment of Liquidators or Special Managers in Non-Summary Court Winding-up Cases
Appendix 9: HKICPA Professional Diploma in Insolvency
Appendix 10: The BVI and Cayman Islands Insolvency Regime Summary
Index