Ian Wilson QC and Rebecca Zaman, instructed by Gateley Plc, acted for the successful liquidators in the trial of a claim against the former directors of a company that fell into insolvent liquidation with substantial onerous lease liabilities following a group restructuring. The restructuring involved the reduction of the company’s capital to £1 pursuant to a solvency statement under s.643 Companies Act 2006 and the consequent distribution of a £21m dividend. The Court held that the solvency statement was invalid, since the director signing it had failed to consider whether the company itself (and without gratuitous assistance from a related company) would be able to meet its debts as they fell due over a 12 month period. The Court further held that each of the directors had acted in breach of duty to the company, and each was responsible for the wrongful payment of the dividend.
This is only the third case of its kind to consider the meaning and effect of s.643 Companies Act 2006.
It is also reported at  All ER (D) 161 (Mar).
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