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In the recent decision of Re C-Retail Ltd, the English High Cort ordered the disclosure of documents to assist a creditor to decide whether to support or oppose a Part 26A restructuring plan.
The landlord of Superdry plc's flagship store successfully accessed certain documents related to the struggling British fashion retailer's Part 26A restructuring plan. Superdry's subsidiary, C-Retail Ltd is proposing a restructuring plan that includes extending borrowing maturity dates, rent reductions, guarantee releases, and settling arrears and dilapidation claims.
Prudential Assurance Co Ltd, the landlord, informally requested the disclosure of 10 categories of documents. Prudential asserted that it required this additional information to decide whether to support or oppose the restructuring plan.
On 16 May, Sir Alastair Norris of the English High Court allowed C-Retail to convene 13 meetings for creditors to vote on its restructuring plan. Later that day, after considering Prudential's disclosure application, the Court ordered C-Retail to disclose certain documents to Prudential, including:
cash flow forecasts on a group basis, recognising no need for a separate forecast for C-Retail, as Superdry and C-Retail clearly 'stand and fall' together as a group; and
an unredacted report of the group's calculation of estimated recoveries for creditors, under confidentiality restrictions.
However, the Court refused disclosure of underlying calculations, assumptions, and details of the 'Target Operating Model', deeming them irrelevant.
Key takeaways from this English decision include:
That the English Court's power to order document inspection is exercised with discretion and in accordance with the "overriding objective".
In schemes of arrangements and restructuring plans, the Court considers other factors at play such as:
providing necessary information to enable creditors to make informed decisions about whether the scheme or plan is in their interests, whether losses are allocated appropriately, and whether the value created by the plan is fairly apportioned;
focusing the sanction hearing on the proposed plan in the explanatory statement, not on considering alternatives;
determining at a sanction hearing whether an honest creditor looking after its own interests as such creditor might reasonably approve the proposed plan (as opposed to whether the proposed plan is the best or the fairest); and
ensuring disclosure and inspection requests are not so burdensome as to distract from the restructuring process.
In summary, the Court's approach underscores the importance of providing sufficient information to creditors while maintaining confidentiality, and the practicality and efficiency of the restructuring process. Where seeking to obtain underlying granular data would be burdensome and disproportionate, the Court is unlikely to grant such disclosure.
Harneys does not advise on the law of England and Wales, but this judgment will be persuasive in common law jurisdictions such as the British Virgin Islands, Cayman, and Bermuda.

In the recent and important decision of Re Shandong Chenming Paper Holdings Ltd, the Hong Kong Court of Appeal confirmed that an arbitrable cross-claim against the petitioner can be a ground for dismissal of a winding-up petition.
The respondent company was incorporated in the PRC. In 2005, the petitioner (a Hong Kong company) and the company entered into a PRC-law governed joint venture agreement, which contained an arbitration clause providing for all disputes in connection with the agreement to be resolved by HKIAC arbitration in Hong Kong.
Disputes between the parties arose in 2012, leading the petitioner to commence an arbitration against the company in accordance with the joint venture agreement. The arbitral tribunal rendered an award in 2015, ordering the company to pay damages of CN¥167.86 million to the petitioner. After the company's attempt to set aside the award in the Hong Kong court failed, the petitioner served a statutory demand on the company in 2016.
The company applied for an injunction to prevent the petitioner from presenting a petition to wind it up on the grounds that, inter alia, (a) there was no sufficient connection with Hong Kong, (b) there was no reasonable possibility that a winding up order would benefit the petitioner, and (c) the court was not able to exercise jurisdiction over one or more persons in the distribution of the company's assets. This application went all the way to the Court of Final Appeal, where it was finally dismissed, resulting in the petitioner proceeding with its winding-up petition.
Subsequently in 2022, the company commenced another arbitration against the petitioner, seeking damages in relation to some funds transferred out of the joint venture company. The company said this amounted to a cross-claim against the petitioner in an amount exceeding the petition debt. In October 2022, the company applied to the Hong Kong court for the dismissal or adjournment of the winding-up proceedings pending the determination of the new arbitration on its cross-claim. The Hong Kong High Court granted the stay in 2023, with leave to appeal.
When will the Hong Kong court stay or dismiss a winding up petition?
The Court of Final Appeal, in Re Guy Kwok-hung Lam, had earlier confirmed that where a winding up petition is based on a debt under a contract with an exclusive foreign jurisdiction clause, the court will tend to dismiss or stay the petition for the issue in dispute to be determined by the agreed forum. The Court of Appeal confirmed the Guy Lam approach also applies to arbitrable disputes in Re Simplicity & Vogue Retailing (HK) Co Ltd.
In the present case, the Court of Appeal considered the applicability of the Guy Lam approach to disputed petition debts, set-off claims and cross-claims in the context of winding up petitions. In particular, while a cross-claim by the respondent company against the petitioner technically does not affect the petitioner's standing to petition for winding up as a creditor since the petition debt exists independently of the cross-claim, the settled approach of the Hong Kong court is to treat such cross-claims in the same way as disputes to the petition debt. The key question is whether the petitioner is a net creditor having an interest in the winding up: if there is any set-off claim or cross-claim exceeding the petition debt, the set-off or cross-claim should first be determined at the agreed forum (whether that is a foreign court or arbitration), and the winding up proceedings should generally be dismissed or stayed.
In dismissing the petitioner's appeal, the Court of Appeal was not persuaded by the petitioner's argument that the Guy Lam approach would create a "debt dodger's charter" because of the "built-in safety valve that allows the [approach] to be displaced where the dispute 'borders on the frivolous or abuse of process'".
To achieve a stay or dismissal, a respondent company will need to adduce proper evidence to demonstrate that there is a b

Mr Ahmed and his sister, (the Ahmeds) were directors of Hornby Street Ltd (Hornby) which manufactured clothing. In the High Court, Lifestyle Equities, (Lifestyle) successfully claimed that Hornby had infringed their trademarks. Lifestyle also successfully sued the Ahmeds personally, alleging they were jointly liable by sharing a common design with Hornby. Trademark infringement uses strict liability, which meant that there was no need for Lifestyle to prove that the Ahmeds knew of or intended the infringement.
Hornby was dissolved, and Lifestyle claimed an account of profits from the Ahmeds. The judge apportioned 10% of their salaries over the period and a loan made by Hornby to Mr Ahmed as profits for which they must account.
Both parties appealed. The Court of Appeal upheld the decision except in respect of the loan to Mr Ahmed. Both parties then appealed to the Supreme Court.
Counsel for the Ahmeds contended that directors acting in good faith and within the scope of their statutory duties could not be liable for acts of Hornby. Their conduct fell within the rule in Said v Butt[1], a servant acting in good faith within his authority causing a breach of his master's contract with a third person is not liable to the third person.
Lifestyle argued, relying on dicta of Lord Justice Slade in C Evans & Sons Ltd v Spritebrand Ltd[2] that where liability is strict, there is no need for the claimant to prove knowledge or intent by the accessories. For example, a director who instructs an employee to trespass on another's land would escape liability while the employee would be liable despite both being unaware that they were trespassing.
The Supreme Court unanimously rejected both approaches. The Ahmed's contention would create the injustice of a shop assistant being jointly and severally liable for the Company's actions while the director escaped liability, while the Lifestyle approach would make both liable despite the accessory having no knowledge of the wrong.
The Court instead created a new test for accessory liability, which is that;
a person who causes another person to do a wrongful act will only be jointly liable as an accessory for the wrong done if they have knowledge of the essential facts which make the act done wrongful.
This will provide definitive authority for practitioners concerned with accessory liability.
[1] [1920] 3 KB 497
[2] [1985] 1 WLR 317

The increasing adoption of digital assets like cryptocurrencies has highlighted the need for clarity on how insolvency laws apply in this new sector.
A recent consultation published last month from the UK Jurisdiction Taskforce looked at these issues in the context of English insolvency law. We previously reported on how jurisdictions like the BVI and Hong Kong have applied English authorities recognising digital assets as property, which relied on earlier guidance by the UKJT.
The consultation noted several high-profile exchange collapses that demonstrate the value of established insolvency frameworks for digital assets. While English courts have not directly addressed this area, the UKJT believes English insolvency concepts can sensibly apply to a wide range of asset types. The UKJT's proposed 'Legal Statement on Digital Assets and English Insolvency Law' aims to provide guidance by answering stakeholder questions. Representatives from law, insolvency and the crypto sector were invited to submit questions for consideration.
The key issues explored included whether digital assets constitute 'property' under insolvency law and form part of an insolvent estate. The statement clarifies that digital assets fall under the Insolvency Act's broad definition and so qualify as property. However, digital assets are yet to be treated as money in the UK, with the effect therefore that a statutory demand cannot be served in respect of a digital asset debt.
International jurisdiction rules determining an insolvent entity's 'centre of main interests' (COMI) location were also examined. While the location of digital assets poses challenges, the UKJT has said the focus should be on assessing commercial activities objectively seen to centre around the digital assets in questions. The UKJT noted that established principles of COMI have already been applied by the Singapore High Court over a crypto insolvency in the context of Singapore-based digital asset exchange, Zipmex.
The Statement addressed the question of whether claims to digital assets held by insolvent companies or individuals represent recoverable property rights. Proprietary claims entitle priority recovery against unsecured creditors, so resolving this distinction matters greatly. Furthermore, the interlocutory, investigatory and enforcement powers generally available to insolvency office-holders under English law are available in relation to the preservation, recovery and distribution of digital assets.
The Statement promises much-needed clarification of how long-established insolvency principles apply to the novel world of decentralised technologies. Its conclusions should boost confidence that English and common law insolvency regimes can accommodate new frontier assets coherently and fairly.
Although Harneys does not advise on the law of England and Wales, the UKJT's Statement will undoubtedly be highly influential and heavily cited in English cases dealing with digital assets in insolvency settings, which in turn are persuasive in other common law jurisdictions, including the BVI, Bermuda and the Cayman Islands.

The five months' march of preparing for my wedding day is finally coming to an end in May. From the booking of wedding banquets to searching for service providers (photographer, videographer, beautician, host, banquet decoration, etc), to finding cute puppets for children and gifts for the guests, my husband and I spend almost every weekend comparing the different options and bargaining for a better price.
I am excited to mark my diary and the first thing that I do is to prepare a timetable for what will happen on my big day. Usually:- The bride needs to get up very early - a 5am - to spend three hours in make up and to prepare her Xiuhe dress, a traditional Chinese outfit.
The bridegroom also needs to rise early to get properly dressed.
At a time considered to be of great fortune, the bridegroom will head to the bride's home to pick up the bride. The bridesmaids will block the room door and request the bridegroom to complete several tasks, for example to say love in ten different languages to the bride or to do 10 push-ups. If the bridegroom and his groomsmen fail to perform to the bridesmaids' satisfaction, they need to give hong bao (red packet filled with money) to the bridesmaids.
Following the games, the young couple serve tea to the bride's parents to show gratefulness and respect.
The couple then head to the wedding home to serve tea to the bridegroom's parents. The whole process is called Jie Qin (pick up your wife).
During the process, professional photographers and videographers record the special moments and prepare short videos to be played later that day at the wedding ceremony.
Thereafter, the couple, their family and friends will head to the wedding banquet for a formal wedding ceremony hosted by the moderator and lunch or dinner will be served.
This is what a popular traditional wedding looks like now in China. It is quite costly and very time consuming in terms of preparation. Hence many people, including some of my close friends, opt for a celebration with their close family and friends in a nice tiny sweet bistro, or celebrate their wedding by travelling. Either way, I hope everyone enjoys their wedding day and every day, whether or not they are getting married.