Corporate restructuring / James O'Donovan.

Pyrmont, N.S.W. : Lawbook Co., 2025.

1st edition

202752

Bankruptcy and insolvency.

Liquidation -- Australia.

Corporate reorganizations -- Australia.

1. Corporate restructuring

2. A profile of small businesses during the pandemic

3. Insolvency reforms to support small businesses: the small business restructuring regime

4. Effects of the restructuring process

5. The restructuring practitioner of a company under restructuring.

6. Restructuring plans

7. The restructuring practitioner for a restructuring plan

8. The simplified liquidation process

9. Perspectives and predictions

10. Voluntary administration

11. The appointment of administrators

12. The effects of the appointment of administrators

13. Interaction between administration and winding up

14. Status, powers and duties of administrators

15. Creditors' meetings

16. Remuneration and indemnity

17. Termination of the administration

18. Preparation and contents of the deed of company arrangement

19. Binding effects of the deed of company arrangement

20. Effects of a deed of company arrangement

21. The legislative scheme dealing with deeds of company arrangement

22. The powers of the administrator of a deed of company arrangement

23. Duties of the administrator of a deed of company arrangement

24. Termination of the deed of company arrangement

25. Transition to winding up

26. Schemes of arrangement

27. The first hearing

28. The scheme meetings

29. The approval hearing

30. Reduction of capital

31. Share buy-backs

32. Variations of class rights

33. Financial assistance to buy shares

34. Protection of employee entitlements

35. Effects of schemes of arrangement

36. Scheme managers

37. Termination of schemes of arrangement

38. Cross-border insolvency

39. Forms and precedents: relating to administration

Appendix 1: The GST liabilities of external administrators

Appendix 2: Taxation implications of corporate restructuring

Appendix 3: The Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth).

Corporate Restructuring is a concise but comprehensive analysis of the law and practice of restructuring in Australia. It is intended to serve secured and unsecured creditors, members, third parties, insolvency practitioners, and their legal advisors. More than 11,000 companies entered external administration for the first time in 2023-24. The number of external administrations grew by 39% in 2023-24, and they are expected to rise by a further 25% in 2024/25. Indeed, the ATO has issued 27,000 Director Penalty Notices (DPNs) worth $4.4B in the past year. These DPNs are likely to trigger a further wave of corporate insolvencies. Corporate restructuring may involve restructuring debts, shares, options, or other assets. It can involve solvent and insolvent companies and both members and creditors. Corporate restructuring in Australia is regulated by three discrete regimes: Corps Act 2001, Part 5.1, dealing with schemes of arrangement; Part 5.3A, dealing with voluntary administration and deeds of company arrangement; and Part 5.3B, dealing with small business restructuring. The procedures in each of these regimes are different and they have different effects on secured and unsecured creditors, members, employees, and third parties. The powers, duties and liabilities of the external administrators who undertake these forms of administration are regulated by an elaborate web of legislation, case law, and professional standards. While voluntary administration and small business restructuring focuses on insolvent companies, schemes of arrangement can be used by both solvent and insolvent companies. Members' schemes of arrangement raise issues relating to variations of class rights, the prohibition on financial assistance to companies in purchasing their own shares, share buy-backs, reductions of capital, and protection of employee entitlements. All these topics are clearly and concisely analysed in this treatise. Additional features include: Appendices on the GST liabilities of external administrators, Taxation Implications of Corporate Restructuring and The Second Tranche of AML/CTF reforms affecting external administrators. There is also a set of forms and precedents. - Publisher's website.

Includes bibliographical references and index.

9780455503134

cxli, 2042 pages ; 25 cm