Contents:
May 2009
Contents:
The recent case of Malcolm Grant Hollis and John Howard Ross Fisk v VCOMMS Limited (HC Wellington,CIV-2009-485-620, 8 April 2009, Dobson J) was an application pursuant to section 280 of the Companies Act 1993 ("Act") for an order that Malcolm Hollis and John Fisk not be disqualified from appointment as administrators of VCOMMS Limited ("VCOMMS").
Section 280 of the Act disqualifies certain persons with potentially conflicting interests from accepting appointment as liquidators of a company and also applies to administrators of companies in voluntary administration. The potential conflict here was that Messrs Hollis and Fisk's firm PricewaterhouseCoopers ("PwC") has a continuing business relationship with ANZ National Bank Limited ("ANZ"), a secured creditor of VCOMMS.
In support of their application, Mr Hollis confirmed that neither he nor Mr Fisk had advised ANZ in relation to VCOMMS and both knew they would need to act independently and professionally in their role as administrators of VCOMMS if appointed. Plus they were committed to only using PwC personnel who had not acted for ANZ in their work for VCOMMS. Mr Hollis also expressed belief that none of the services provided by his firm to ANZ related to VCOMMS, its directors or shareholders.
Further, an affidavit from a director of VCOMMS expressed support for the appointment of Messrs Hollis and Fisk and also expressed the view that he did not consider PwC's unrelated work for ANZ could prejudice VCOMMS or its creditors.
One point to note was that the extent of work already done by Messrs Hollis and Fisk did not add to the grounds in support of an application under section 280. The fact that any work done would be wasted must in principle be excluded as irrelevant. Concern at the nature of the conflict should not be swept aside because participants had committed resources on a wrong assumption that consent would be available.
Dobson J, relying on the thoroughness of disclosure of all relevant circumstances by the applicants as well as their status as experienced insolvency practitioners in a nationally recognised firm, eventually concluded that he was satisfied Messrs Hollis and Fisk should not be disqualified in this case.
On May 15 the Ministry of Economic Development released draft Securities (Simplified Disclosure Prospectus) Amendment Regulations for consultation. Submissions were required by 27 May. This firm believes that the proposed Regulations are unlikely to achieve the key objectives of the simplified regime in a number of respects. We have made a submission accordingly. Progress on this initiative will be reported in future issues of BLU.
On May 13 the US Department of Treasury released a press statement outlining a proposal to establish a comprehensive regulatory framework for OTCs.
The proposal includes:
- strengthening US securities law to require clearing of all standardised OTC derivatives through regulated central counterparties;
- supervising and regulating all OTC derivative dealers and firms who create large exposures to counterparties; and
- ensuring regulators have comprehensive and timely information about the positions of each and every participant in all OTC derivatives markets.
The December 2008 issue of the Insolvency Law Journal contains the article The No-Asset Procedure in the Insolvency Act 2006 (NZ) by Lynne Taylor, providing an overview of the no-asset procedure ("NAP") and discussing the consequences and effects of its introduction in December 2007.
A NAP provides an alternative to bankruptcy for individuals. It lasts for one year, after which the debtor is discharged. It has the effect of preventing creditors enforcing any debts against the debtor owing at the time the debtor applies for entry into the NAP. After discharge, those debts are cancelled. However there are exceptions to this rule such as child support payments and student loan balances owing.
To enter the scheme, the debtor must apply to the Official Assignee. Key criteria are that the debtor has: no realisable assets, not previously been admitted into a NAP nor adjudicated bankrupt, and no means to repay debts which total between $1000 and $40,000. A debtor is not eligible if they have concealed assets, engaged in conduct that would be an offence for an adjudicated bankrupt, incurred debts knowing that they cannot repay them, or a creditor intends applying for adjudication and this would be a materially better result for the creditor than a NAP.
A debtor's participation may be terminated by:
- the Official Assignee, if the debtor was wrongly admitted or their financial situation has changed to enable them to repay their debts, or after an application by a creditor that the debtor did not meet the criteria or should have been disqualified; or
- a successful application for the debtor's adjudication as bankrupt by a creditor whose debt is still enforceable; or
- the debtor themselves applying for adjudication as bankrupt.
Statistics show that the NAP has had a fast uptake, with it being the most popular statutory procedure for insolvent individuals in New Zealand for the period December 2007 - June 2008. The author believes that it is possible that the NAP may result in a greater percentage of the population becoming the subject of insolvency proceedings. She notes that it will be interesting to know whether those now subject to the NAP will be able to take advantage of their 'fresh financial start' and whether the practices of major credit providers will change.
As mentioned in the March Banking Law Update, amendments to the NAP are contained in the Insolvency Amendment Bill, currently before the Commerce Committee. The proposed amendments allow:
- a delay of the automatic discharge by the Official Assignee, for the purpose of properly considering whether the debtor's participation in the NAP should be terminated; and
- any debt of the debtor incurred by fraud or a fraudulent breach of trust, to which the debtor was a party, to be expressly excluded from the automatic discharge.
BNZ opens NZ wholesale guaranteed market
Trans-tasman AMP lower T2 deal cheaper than equity funds
Contact almost doubles deal size as Kiwi investors continue coupon hunt
The April issue of Kanga News contains three recent articles of note:
The first article is entitled BNZ opens NZ wholesale guaranteed market. On 18 February BNZ became the first New Zealand bank to make use of the Crown's wholesale guarantee scheme, issuing NZ$180 million of five year paper. The government's reduction in the cost of the guarantee in January was an important factor in the success of the issue, which attracted a good spread of domestic institutional investors.
The second article is entitled Trans-tasman AMP lower T2 deal cheaper than equity funds. On 11 March AMP became the first Australian issuer to take advantage of the trans-Tasman joint offering rules by issuing a lower tier 2 deal to New Zealand and Australian investors. AMP priced A$300 million of notes at 475 basis points over the Australian bank bill swap rate and New Zealand five year swap levels, equalling coupons of 7.88% and 8.84% respectively.
Joint offerings have been available to Australian and New Zealand borrowers since June 2008 but have been thwarted by the reluctance of Australian retail investors to buy vanilla bonds, in comparison to the thriving New Zealand market. However, this may change as the Australian market has had a recent increased focus in retail markets.
The third article is entitled Contact almost doubles deal size as Kiwi investors continue coupon hunt. On 5 March Contact Energy announced an upsized allocation of NZ$550 million, up from NZ$300 million, for its bonds due in 2014. Market sources predicted strong interest from retail investors and according to New Zealand intermediaries, demand for corporate bonds remains lively. This deal marks a high point in local retail demand and despite the current pricing the New Zealand market continues to attract issuers.
When can an equitable assignment be a legal assignment?
Knowledge and neglect in asset-based lending: When is it unconscionable or unjust to lend to a borrower who cannot repay?
Personal property securities reform: Implications for Australian finance laws
Revocable Credits and the UCP600
Derivative contracts and the Lehman Brothers bankruptcy: counterparty rights and US bankruptcy law
The March 2009 issue of Journal of Banking and Finance Law and Practice contains five articles of interest.
The first article is entitled When can an equitable assignment be a legal assignment? In New Zealand, now by Mace Gorringe. The article discusses the changes to the assignment of things in action introduced by the Property Law Act 2007(the "2007 Act").
The key change introduced under the 2007 Act is the elimination of the requirement for statutory assignments to include notice to debtors. When all other requirements for a statutory assignment have been met (the assignment is in writing, signed by the assignor and it not conditional or by way of charge) legal title and remedies will pass to the assignor without any need for recourse to equity.
The author believes the most important practical consequence of an assignment being a statutory assignment, not equitable, is that a statutory assignee of a thing in action is not required to join the assignor in proceedings when seeking to enforce its assigned rights.
However, giving notice is still crucial under the 2007 Act for three reasons:
- the debtor may perform the assigned obligation to the assignor rather than the assignee until notice is received by the debtor;
- it fixes priorities against other assignees; and
- its is significant to the application of rules of set-off.
Note that where the PPSA applies, priority will be governed by that Act, for example if an assignment results in an in-substance or deemed security interest. Overall the author is not entirely sure why the changes were made to assignments under the 2007 Act, but believes most changes will be of "academic interest" only. There is the potential for confusion to arise when dealing with other common law jurisdictions where notice is required.
The second article is entitled Knowledge and neglect in asset-based lending: When is it unconscionable or unjust to lend to a borrower who cannot repay? by Dr Jeannie Marie Paterson. The article considers Australian cases in which loans secured against an asset (often the family home) have been challenged as unconscionable or unjust because they have been made to borrowers who are unable to adequately protect their own interests.
Critical to the outcome of such a challenge is whether the lender had knowledge of the borrower's vulnerability. However, the author observes that in asset-based lending in particular, lending is commonly arranged through a broker, and the lender and borrower have no direct dealings. This can make it difficult to attribute knowledge of the borrower's vulnerable situation to the lender.
Accordingly, the article reviews various standards of knowledge to establish whether and when information contained in the loan application document itself could be sufficient to attribute knowledge of a borrower's vulnerability to a lender for the purposes of unconscionable dealing and other related doctrines.
After reviewing a number of leading Australian cases the author suggests that a concept of "transactional neglect" could be used to explain judicial concern in cases where there are warning signs that a borrower is unable to protect their own interests, yet the lender is content to lend on the basis of enforcing its security, ie the lender neglects to respond to information in the loan application. This concept is premised on the lender having, through the loan application, access to facts that should reasonably have alerted it to the need for care in dealing with the borrower. Such facts could include issues related to income (eg the borrower is on a pension or the income is insufficient to meet loan repayments), issues related to the purpose of the loan (ie no purpose is stated), as well as issues of undue influence. The author considers that imposing responsibility on the lender to take reasonable care in assessing the ability of a borrower to repay a loan is not unduly burdensome. It merely requires lenders to follow prudent lending procedures.
The third article is by Shaneel Mudaliar entitled Personal property securities reform: Implications for Australian finance laws. The article discuss the key concepts of the proposed Personal Property Securities Bill 2008 (Cth) and its impact on existing Australian finance laws, in particular the extent to which existing laws may be overturned or supplemented.
The proposed bill will replace more than 70 Commonwealth, State and Territory Acts with a single national law supported by an online system for registering interests in personal property securities.
The article discusses the key concepts of the bill, including the shift to a functional approach rather than the formal approach which currently exists in Australia. The functional approach to personal properties securities mean than the proposed bill will apply to all security interests in personal property, regardless of form.
The bill establishes rules for enforceability, attachment and perfection of security interests, as well as rules relating to priority between competing interests in personal property, acquiring property free of security interest, and the priority of purchase money security interests. The author compares the approach taken with similar legislation in New Zealand, Canada and the United States. A single outline register recording security interests is to be established.
The proposed reform will change the operations of the Australian finance sector which deals with security interest in investment property (eg shares), negotiable instruments, chattel paper, deposit accounts and securitisation.
Mudliar considers that the proposed bill should reduce the burden of red tape the current regime places on consumers and businesses, and should promote more certain and consistent outcomes in dealings in personal property securities in Australia.
The fourth article is entitled Revocable Credits and the UCP600. Documentary credits are used in international sales of goods. The International Chamber of Commerce published the first Uniform Customs and Practice for Commercial Documentary Credits ("UCP") in 1933. Since then the UCP has been revised on several occasions. The latest revision of the UCP is the UCP600 which applies from 1 July 2007. It is characterised by clearer drafting and by separate definitions and interpretations sections.
In previous iterations, the UCP made a distinction between revocable and irrevocable credits. Revocable credits are rarely used as sellers are, understandably, reluctant to rely on a credit which the buyer can reverse at any time, without notice to the seller. If a credit was silent on whether it was revocable or irrevocable the default position was that it was revocable. That position was reversed by the 1993 (UCP500) and in the absence of indication, the Credit is deemed to be irrevocable.
The latest UCP600 goes further again and removes all reference to credits as revocable i.e. it cannot explicitly be chosen as an option.
The author considers that revocable credits, although unattractive to the beneficiary, might still have some value. For example, where a series of shipments are contemplated, but the buyer has little knowledge of the seller. The buyer might wish to cancel the credit if the first shipment or two is not up to expectations. Depending upon the power of the two parties, a revocable credit might be an acceptable solution. The author notes that issuing a revocable credit is probably still possible under the UCP600 but will need careful drafting to modify and build back in rules for revoking the credit. A less desirable alternative would be to use the older UCP500 draft and choose the revocable credit option.
The fifth article is entitled Derivative contracts and the Lehman Brothers bankruptcy: counterparty rights and US bankruptcy law. This article discusses the rights of counterparties to derivative contracts in the wake of the Lehman Brothers bankruptcy proceedings. On 15 September 2008, Lehman Brothers Holdings Inc filed for bankruptcy protection under Ch 11 of the US Bankruptcy Code. At that time, Lehman Brothers, with certain of its affiliates, became Ch 11 debtors ("Debtors"). The Debtors were party to approximately 930,000 derivative contracts.
The Debtors successfully brought a motion seeking an order approving procedures relating to the assumption and assignment (without the consent of the counterparty) of derivative contracts that had not been terminated, and procedures relating to the settlement of claims arising from the termination of the derivative contracts ("Procedures").
Many of the counterparties that had not exercised their right of termination had not done so because termination of the derivative contract would result in a net payment being due from the counterparty to the Debtor. The order was therefore important in enabling the Debtors to realise some value for contracts by assigning them before all value in them dissipated.
The order significantly affects the rights of counterparties to derivative contracts with Debtors; particularly those that elected not to terminate a derivative contract and relied on contractual rights to suspend or withhold payments to a Debtor. However, the court order preserved the right of the counterparty to exercise certain rights under the Bankruptcy Code, such as the ability to exercise contractual rights to cause the liquidation, termination or acceleration of derivative contracts, or offset or net any termination values or payment amounts, prior to the assignment taking effect. This was applicable to derivative contracts which had not been terminated, as well as those which had been validly assigned.
Where a derivative contract was assigned in accordance with the Procedures, it was assigned with all defaults, events of default and early termination events having been deemed cured on assignment. As a consequence, any condition precedent language (ie s 2(a)(iii) of the ISDA Master Agreement) could no longer be relied on by a counterparty to suspend its obligations (to the extent that the right arose by virtue of the Debtor's default). Furthermore, any provisions in a derivative contract prohibiting or restricting assignment were of no effect as to an assignment made in accordance with the Procedures.
The article goes on to discuss the Australian position by reference to Sims v TXU Electricity Ltd [2005] 53 ACSR 295. Similar issues (relating to early termination dates) arose in that case, but it was held that the Corporations Act 2001 (Cth) did not permit the courts to deprive a counterparty of its contractual rights, such as the right not to designate an early termination date and the right not to make a payment while an event of default continues.
Finally, the article considers whether the counterparty to a derivative contract is in a better or worse position where a US Debtor is involved. The article concludes by stating that the US position appears to favour the efficient liquidation of a company over the contractual rights of individual counterparties. This is said to be the case as a counterparty faced with a proposed assignment will need to determine whether to accept assignment and resume its obligations, or terminate and pay any termination amount due to the Debtor's estate. This, the author points out, will be an additional factor to be taken into account by future counterparties entering into derivative transactions with entities subject to the jurisdiction of the Bankruptcy Code.
On 20 April 2009 the Securities Commission announced that it had banned advertisements by Propertyfinance Securities Limited ("PFSL") relating to a proposed restructure of its moratorium arrangements. PFSL had been advertising by way of roadshow presentations to investors and in notes published on its website.
PFSL is a finance company that has been in a moratorium since December 2007 and after missing a scheduled payment under that moratorium in December 2008 had been proposing a restructure of that moratorium rather than go into receivership.
As the proposal involved varying the terms of existing securities held by investors, it amounted to a new offer of securities. The Securities Commission believed that the roadshow presentations and website material were likely to mislead investors by only focusing on the positive aspects of the proposal and negative aspects of receivership. It thus did not provide a balanced view for investors by covering potential disadvantages of the proposal and advantages of receivership.
The Securities Commission website sets out matters the Securities Commission believes investors should consider before voting on a moratorium proposal such as the
PFSL one.
Chapter 3 of the UK Government's budget report dated 22 April 2009 outlines events since the global credit shock in mid-2007, its impact on the wider economy and sets out the UK Government’s response. It also announces that a paper on the UK Government's approach to reform on the financial markets will be published before the northern summer. The paper will outline financial regulation plans including legislative changes following recommendations in the Turner Review.
The immediate response of the UK Government was aimed at ensuring the stability of the financial system, and key sets of measures were introduced in October 2008 and again in January 2009 to limit the negative effects on the economy. In 2008, Government intervention was targeted at tackling problems in specific institutions to ensure problems at one institution did not spread through the banking system. System-wide responses were then implemented to address instability and increase liquidity. This was done by putting in place changes to liquidity operations such as the provision of additional reserves, term auctions against a wide range of collateral and the introduction of the Special Liquidity Scheme which allowed institutions to swap their pre-existing assets (which had become illiquid) for Treasury bills over a three-year period which were more readily converted into cash. The Credit Guarantee Scheme ("CGS") was also announced in October 2008 to help restore confidence by making government guarantees of debt issuance available to eligible institutions.
In 2009, as conditions in financial market deteriorated further, the Government introduced an Asset Protection Scheme under which the Government provides protection against future credit losses on certain assets in exchange for a fee. A guarantee scheme for asset-backed securities was announced on 19 January 2009 for banks and buildings to use alongside the existing CGS to support their lending in the economy. As a result of the Government's efforts, £40 billion of additional lending was made available to individuals and businesses in 2009 and 2010.
The budget report introduces the forthcoming paper by the Government covering key elements of the Government's approach to the future of financial markets and further sets out the Government’s view of longer-term action required. Steps already taken include the Turner Review and the passing of the Banking Act 2009 which builds on existing arrangements to enhance the ability of the Treasury, the FSA and the Bank of England to deal with crises in the banking system. Further action to be taken includes renewing financial regulation, reducing the impact of bank failure, protecting and supporting consumers, improving efficiency and competition in capital markets, and strengthening regulators and the international regulatory framework.
The UK Government announced in February 2009 that Sir David Walker would conduct an independent review on the effectiveness of risk management at board level; the performance of audit, risk, remuneration and nomination committees; the role of institutional shareholders and international and national best practice.
Selling complex financial products to sophisticated clients - Part 2
Supervision of Credit Rating Agencies
LTCM and other major hedge fund failures - Part 1
The May 2009 Journal of International Banking Law and Regulation features three articles of interest.
The first article entitled Selling complex financial products to sophisticated clients: JP Morgan Chase v Springwell - Part 2 by Christa Band and Karen Anderson follows on from an article that first appeared in the February 2009 issue (see the February Banking Law Update).
Part 1 had considered a bank's duties at common law to its sophisticated client. Part 2 addresses the impact of the modern regulatory regime on the parties' rights and obligations at common law. Note that the analysis in this article is restricted to the factual background that was present in Springwell i.e. of a sophisticated and experienced investor and a financial institution with which it had a long standing relationship.
The impact of any regulatory duties on the parties' obligations is a threefold question - first, how is a particular customer defined in regulatory terms? Secondly, in light of that classification, how do the regulatory obligations affect the scope and standard of any duty of care owed to the customer? Thirdly, how are these obligations enforced?
At the time, firms were required to classify their customers for the purposes of the Securities and Futures Authority ("SFA") regulations, and the nature and extent of the obligations owed depended on this classification. By virtue of the kinds of transactions Springwell entered into, and because of its size, experience and sophistication, it was treated as a non-private customer for regulatory purposes, and did not profit from the protections which the regulatory system afforded to private customers. Thus, the scope for a claim based on a breach of the SFA's rules was restricted and explains why the regulatory aspect of the Springwell decision played a relatively minor role.
The question is whether this distinction still holds after the implementation of Directive 2004/39 (Markets in Financial Instruments Directive) ("MiFID"). The post-MiFID world is a very different place to that which existed when Springwell was first introduced to Chase. These new requirements have extended the duties owed by investment firms to their customers, and changes in the classification of customers means that in practice, more individuals and investment companies will have the full protections offered by the regulatory system. For example, firms are required to act in the best interests of their clients.
The authors conclude these new requirements do not go so far as to create a general advisory duty. However the conduct of business rules prohibit the exclusion of any regulatory duty in the contract between the firm and the client. This appears to run counter to Springwell and their cases.
The second article is entitled Supervision of Credit Rating Agencies: The Role of Credit Rating Agencies in Finance Decisions by Deniz Coskun. This article addresses the role credit rating agencies ("CRA") played in the Enron scandal as well as the current credit crisis and outlines measures that are being taken to make them more accountable.
Decisions by CRAs as to whether an enterprise receives an investment grade rating often determine whether that enterprise can access many institutional investors, banks and financial institutions. CRAs give information and advice to investors on the creditworthiness of bond issuing entities and specific financial products, based on information obtained from public sources such as annual reports and the enterprise itself.
There are three main firms in the credit rating industry: Standard & Poors, Moody's Investors Service and Fitch Ratings. They have obtained a strong market position since 1975 when they received the status of Nationally Recognized Statistical Rating Organisation ("NRSRO") in the United States. This was important because NRSRO ratings were then incorporated into various US financial laws and regulations.
The article uses Enron to outline some of the failings of CRAs. Enron had consistently received good credit ratings right up until four days before filing for bankruptcy despite the fact they had been involved in fraud for quite some time. The report of the US Congress on the Enron scandal severely criticised the CRAs because of their naive attitude with regard to the financial information Enron had provided, highlighting an insufficient review of company materials and failure to investigate possible misbehaviour.
However, to date, CRAs have not been held liable for having failed in their ratings. CRAs enjoy virtual immunity from civil-law liability for the activity of issuing credit ratings. Measures are now being taken worldwide to supervise CRAs for the first time. As a part of this supervision, new US regulations oblige CRAs to publish the kind of information on which a credit rating is based and whether they have performed due diligence. They must also publish how their credit ratings have performed, i.e. to what extent they were accurate in their rating with hindsight. Other jurisdictions are looking to impose similar regulations. The European Commission has proposed a supervisory registration system, comparable to the system in the United States.
The second article is entitled LTCM and other major hedge fund failures - Part 1 by Germán Rodríguez Páez.
The article purports to answer two questions:
- Does the failure of a hedge fund (such as the failure of Long Term Capital Management in 1998, of Amaranth Advisors in 2006 and of two Bear Stearns hedge funds in 2007) pose a systemic threat to the wider financial system?
- What are the lessons to be learnt from these hedge fund crises?
The author describes the defining characteristics of hedge funds. Hedge funds are lightly regulated and not subject to direct supervisory oversight. Self-regulation has been touted as the only possibility for an industry where the complexity and velocity of trading and strategies make the costs of direct regulation outweigh its benefits. Nonetheless, systemic risk remains inherent in a business model dependent on high leverage. Self-regulation has focused on core issues of disclosure, risk management and valuation.
The author presents a survey of relevant legislation in the United States and the United Kingdom, where most hedge funds are based, and concludes with an overview of important industry-led guidance papers on self-regulation issues.
The February 2009 issue of the Company and Securities Law Bulletin contains the article Enforcement of Security Interests: A general guide to interpreting New Zealand's system of overlaying statutes by Roger Fenton. The article addresses the enforcement of security over personal property in New Zealand which requires consideration of the terms of the security agreement itself and possibly up to four separate pieces of legislation.
Broadly, if the secured personal property does not comprise consumer goods, Part 9 of Personal Property Securities Act 1999 ("PPSA") applies and where there is a mortgage of goods, provisions under the Property Law Act 2007 ("PLA") may be applicable. If the secured personal property does comprise consumer goods, the Credit (Repossession) Act 1997 ("C(R)A") governs enforcement rather than the PPSA. Finally, in the case of consumer credit contracts or consumer leases entered into primarily for personal, domestic or household purposes, the provisions of the Credit Contracts and Consumer Finance Act 2003 should be kept in mind. The article reviews in more detail when each act is applicable and notes that there are certain inconsistencies between them, for example around "in substance security interests", which create confusion and should be addressed.
The author then goes on to set out the differing provisions in the PPSA and C(R)A regarding when and what enforcement action can be taken and the respective notice requirements. As noted above, the PLA adds additional requirements where mortgages over goods are taken and those goods are not consumer goods. Unfortunately, it is not always clear whether these PLA requirements are in addition to, or replace those under the PPSA.
In conclusion, the author notes that the intention of keeping consumer legislation separate from the PPSA has not been fully realised and having multiple pieces of legislation covering enforcement creates confusion. Care should be taken when enforcing security interests over personal property to ensure that all relevant legislation is complied with.
This publication is included in Russell McVeagh's website on the Internet: www.russellmcveagh.com
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