Happy New Year, and welcome to Issue 4 of Insolvency Matters.
For those of you that will be attending our annual contentious insolvency conference on March 12, we are very much looking forward to seeing you all there in person. In the meantime, as always, this publication reviews the key legal developments in insolvency and restructuring of the past six months. In this edition we analyse a selection of cases in which the courts considered, among other things, the duties of former directors, the assignment of claims against a dissolved company, the costs of contested restructuring plan proceedings, and the effect of the statutory moratorium in liquidation.
In addition, you can also find here recent insights from our team on developments such as the Insolvency Service's new investigation strategy, the use of insolvency proceedings to pursue IP claims and practical issues such as service of documents at the Companies House default address.
Directors' duties
Mitchell and another (joint liquidators of MBI International & Partners Inc (in liquidation)) v Al Jaber [2025] UKSC 43: The defendant was a former director of the claimant company. Following the company entering liquidation, the former director had dishonestly caused the company to transfer shares it held to a third party. The liquidators of the company brought claims against the former director on the grounds that this transfer was in breach of his fiduciary duties to the company, notwithstanding that he was no longer a director. The Supreme Court held that in directing the company to transfer the shares, the defendant had been acting as a director, and, therefore, was subject to fiduciary duties at the time of his actions. The Supreme Court also held that there is no fixed rule when calculating the equitable compensation the company should receive, and the guiding principle should be what is just and equitable.
Stevens v Hotel Portfolio II UK Ltd (in Liquidation) and another [2025] UKSC 28: The Supreme Court considered whether the defendant could be held liable for dishonestly assisting a director to dissipate secret profits the director had made in breach of his duties to the (now insolvent) company. The defendant submitted that the company had not suffered a direct loss as a result of the director receiving secret profits, since the director held those profits on constructive trust for the company. Therefore, they argued, his involvement in the dissipation of those profits could not have caused the company a loss either. The Supreme Court rejected that argument and held the defendant was liable to account to the company for any profits that he had made as a result of his dishonest assistance of the director.
Dishonest assistance claims
Grosvenor Property Developers Ltd (in liquidation) v Portner Law Ltd [2025] EWHC 2362 (Ch): The claimant company brought a claim against a firm of solicitors which it alleged was vicariously liable for one of its partner's actions. The company claimed that the partner had dishonestly assisted its former directors in misappropriating company funds. The High Court held that the partner involved had been dishonest by knowingly failing to undertake anti-money laundering checks and in making misleading statements on behalf of the director. As a result, the partner had dishonestly assisted the misappropriation, and the firm was in turn vicariously liable for his actions.
Transworld Payment Solutions UK Ltd (in liquidation) and another v First Curacao International Bank N.V and another [2025] EWHC 2480 (Ch): In a long, complex and highly fact specific decision, the High Court rejected claims brought by a liquidator on the basis that they were brought outside of the relevant limitation period and/or had already been settled as part of the settlement of other proceedings. The judge considered that the liquidator's actions in bringing the claims had been driven by their own interests, rather than those of the company and its creditors.
Winding-up petitions
Waypark Commercial Mortgage 1 Limited v Vanguard Number 1 Limited [2025] EWHC 1786 (Ch): The High Court has confirmed that the statutory moratorium imposed in relation to companies in liquidation by section 130(2) of the Insolvency Act 1986 does not prevent a secured creditor from exercising a power of sale over charged assets.
Read more: Secured creditors win: Court confirms power of sale survives company liquidation
DG Resources Ltd v HMRC [2025] EWHC 2208 (Ch): The High Court gave guidance on service of winding up petitions on companies whose registered address is (or has been changed to) the default Companies House address. The petition had been served at the Companies House default address by leaving the petition with a receptionist. The company challenged the validity of the service on the grounds that it was not served on a director, officer or employee of the company. The court rejected this argument. It held that as the default address was listed as the registered address on Companies House, service at that address was valid. Further, there was no requirement that the proceedings be served on a director, officer or employee of the company.
Read more: Service of winding-up petitions: Key lessons from DG Resources Ltd v HMRC
EasyGroup Ltd v ER Travel Services Ltd (dissolved) and another [2025] EWHC 2970 (Ch): In this case the petitioner sought to restore a dissolved company to the register and simultaneously wind it up. The petitioner was an assignee of the petition debt, and the assignment had taken place whilst the company was dissolved. The High Court held that the assignee did have standing to bring the petition, and that any collateral purpose it had for doing so did not undermine the legitimate purpose of improving the position of the creditor group as a whole.
Read more: Easy does it: easyGroup resurrects dissolved company to pursue IP
Transactions defrauding creditors
Credit Suisse Virtuoso Sicav-Sif (In respect of its Sub-Fund, the Credit Suisse (Lux) Supply Chain Finance Fund) and another company v Softbank Group Corp and other companies [2025] EWHC 2631 (Ch): In this case the claimants, all part of the Credit Suisse group (Credit Suisse), brought a claim against the defendants, all part of the Softbank group (Softbank), on the grounds that Softbank had been the beneficiaries of transactions to defraud creditors carried out by the Greensill group. In what they described as an "exceptional" case, the judge held that, although the claimants had proven that the transactions had been intended to put assets beyond the reach of the Greensill group's creditors, the court would not order Softbank to pay anything to Credit Suisse in relief. The judge held that, although Softbank had been the recipient of the transferred assets, Softbank had not been aware of the wrongful purpose behind the relevant transactions. Further, the value of the assets Softbank had received (shares) had since been wiped out. The judge held that relief under section 423 is intended to be "restorative", and it would not be fair to impose a liability on Softbank in these circumstances.
Cross-border insolvency
Almeqham (liquidation trustee of Maan Bin Abdul Wahed Al-Sanea and Saad Trading, Contracting and Financial Services Co.) v Al-Sanea [2025] EWHC 1662 (Ch): Having already obtained recognition under the Cross Border Insolvency Regulations 2006 (CBIR), a Saudi Arabian liquidation trustee (the Trustee) applied for an order under Article 21(1)(d) of the CBIR requiring a former director of the company to provide documents relating to various English properties which the Trustee alleged belonged to the insolvent company. The High Court declined to make the order because it would have given the Trustee an advantage in ongoing litigation in relation to the properties, and he had not satisfied the court that he reasonably required access to these documents earlier than he would be entitled to them in the ordinary course of the litigation.
Altrad Investment Authority SAS and other companies v Protopapas and other companies [2025] EWHC 2470 (Ch): The High Court granted various forms of relief, including an anti-suit injunction restraining a receiver appointed by the court of South Carolina from continuing certain legal proceedings in the courts of South Carolina. In a previous case, the High Court had declared that the receiver's appointment was invalid under English law and would not be recognised.
Restructuring plans
Petrofac Ltd (Costs), Re [2025] EWCA Civ 1106: Following its decision not to sanction the Petrofac group's proposed Part 26A Restructuring Plan, the Court of Appeal considered what would be an appropriate interim payment in respect of the challenging creditors' costs. The creditors sought an order for an interim payment of 60% of their total costs. These amounted to over £6 million in fees and disbursements. Petrofac argued that these costs were entirely disproportionate, and that an interim payment of no more than £500,000 was justified. The Court of Appeal found that the costs incurred were extremely high and noted that the court must "do what it can to keep costs within reasonable and proportionate bounds" in order to preserve the "utility" of Part 26A as a process. The Court of Appeal held that parties can only recover the "lowest sum that the receiving party could reasonably have been expected to spend in order to have its case conducted and presented proficiently". It criticised the very limited information provided by the creditors to explain their costs and questioned the recoverability of some of the costs claimed, including the fees in respect of advice provided by the creditors' financial advisers. The court ultimately ordered an interim payment of £2 million.
Re Waldorf Production UK plc [2025] EWHC 2181 (Ch): The High Court refused to sanction a Part 26A plan on the basis that the plan company had not properly and fairly considered the interests of the cram down class of creditors. The judge held that recent cases, culminating with the Court of Appeal's decision in Re Petrofac Ltd [2025] EWCA Civ 821 (as covered in our previous edition of Insolvency Matters) have made clear that a company seeking to implement a Part 26A restructuring plan must "consider the fair allocation [of the benefits of the restructuring plan] to all stakeholders". The best evidence of having done so will be having involved all the stakeholders in the formulation of the plan, and to have sought to negotiate a fair outcome. This had not been done in this case. The judge also noted other aspects of the plan company's behaviour which suggested that the plan should not be sanctioned, including that they were seeking to cram down "involuntary" creditors, and the enormous costs incurred by the plan company in preparing the plan. These comments were not part of the judge's reasoning in reaching the decision to refuse to sanction the plan. However, the judge commented that, had he needed to consider them, they were "further factors against sanction".
Other news
Traditionally, English law recognises two types of property: real property (e.g. land and buildings) and personal property (e.g. goods, IP rights, money). On 2 December 2025 the Property (Digital Assets, etc) Act 2025 came into force, introducing a third category of property, namely digital assets (such as crypto assets). This puts beyond doubt that crypto assets and other types of digital token are property; and by classing them as a separate type of property it will allow the common law to develop rules which fit more appropriately to this specific type of asset class.