and if it continues to differ from the CVA by its non-reliance on the independent IP, there is a case for retaining small creditor protections in excess of those applicable to CVA procedures. Small creditors, after all, might rightly complain about their exposed positions if very large creditors were able to agree arrangements with managers under conditions of low scrutiny and little independent oversight and small creditors could only rely on ex post facto challenges in court: challenges that might well have to be mounted by parties who are ill-resourced, ill-informed and generally very poorly placed to protect their positions.

Is there a case for retaining the scheme of arrangement process when resort might be made to other procedures such as CVAs and administrations? This is a matter to be returned to once the CVA device has been discussed.

Company Voluntary Arrangements

The CVA, like administration, owes its origins to the Cork Committee. Cork considered that the law it reviewed was deficient in failing to provide that a company, like an individual, could enter into a binding arrangement with its creditors by a simple procedure that would allow it to organise its debts.38 Under the then law, the company would have to obtain the separate consent of every creditor or else use the slow and cumbersome scheme of arrangement process.39 The Insolvency Act 1986 sections 1–7 set out a simpler scheme based on the Cork recommendations, and these provisions were hailed as the arrival of a new ‘rescue culture’ in English insolvency procedures.40 The Insolvency Act 1986 provides that the directors of a company can take the initiative in setting up a voluntary arrangement, though the first steps can be taken by the liquidator or the administrator if the company is being wound up or is in administration. It is not necessary for the company to be ‘insolvent’ or ‘unable to pay its debts’ for the procedure to be used. The directors may nominate an IP to act in relation to the CVA and may make a proposal for consideration by a meeting of the company’s members and creditors. It is common for the

38Ibid., paras. 400–3.

39See the then Companies Act 1985 ss. 425–7 (formerly Companies Act 1948 ss. 206–8), a scheme of compromise or arrangement; Companies Act 1985 s. 582 (formerly Companies Act 1948 s. 287), a scheme of liquidation and reconstruction; or Companies Act 1985 s. 601 (formerly Companies Act 1948 s. 306), a ‘binding arrangement’.

40M. Phillips, The Administration Procedure and Creditors’ Voluntary Arrangements

(Centre for Commercial Law Studies, QMW, London, 1996) p. 7.

directors to produce the proposal with the assistance of a licensed IP. The person nominated to act in a CVA as a trustee or supervisor must, within twenty-eight days41 of notice of the proposal for a CVA, report to the court, stating whether, in his opinion, meetings of the company and creditors should be summoned to consider the proposal.42 The proposal needs to be approved by 75 per cent of creditors voting in person or by proxy by reference to the value of their claims. It also requires the approval of 50 per cent in value of the members/shareholders present at a shareholders’ meeting.43 If approved,44 the scheme becomes operative and binding upon the company and all of its creditors who were entitled to vote at the meeting or would have been so entitled if they had had notice of it.45 The scheme even binds those creditors who did not approve the proposal. The scheme is administered by a supervisor, usually the person who was the nominee,46 who must be a qualified IP, and a CVA operates under the aegis of the court but without the need for court involvement47 unless there is a disagreement requiring judicial resolution.48

41Or longer if the court allows: Insolvency Act 1986 s. 2(2).

42Where the nominee is not the liquidator or administrator he must also state in his report whether, in his opinion, the proposed CVA has ‘a reasonable prospect of being approved and implemented’: Insolvency Act 1986 s. 2(2).

43Value being determined by the number of votes conferred on each of them by the company’s articles of association: Insolvency Rules 1986, r. 1.20(1).

44Where there is a conflict between a creditors’ meeting decision to approve a proposal and a shareholders’ meeting decision, the creditors’ meeting decision prevails, subject to the shareholders’ right to challenge by application to the court: Insolvency Act 1986 s. 4A(2), (3), (4).

45Insolvency Act 1986 s. 5. The CVA thus binds even unknown creditors and creditors not receiving notice of the meeting because it was sent to the wrong address. A person entitled to vote at the meeting (whether or not with notice) can apply to court (under s. 6(2)) on the grounds that the CVA unfairly prejudices the interests of a creditor, member or contributory of the company or that there has been some irregularity at the meeting: see Re Trident Fashions [2004] 2 BCLC 35. On the position of creditors not bound by the CVA see Re TBL Realisations Ltd, Oakley-Smith v. Greenberg [2004] BCC 81, [2005] 2 BCLC 74; L. C. Ho and R. Mokal, ‘Interplay of CVA, Administration and Liquidation: Part 1’ (2004) 25 Co. Law. 3; cf. R. M. Goode, Principles of Corporate Insolvency Law (3rd edn, Sweet & Maxwell, London, 2005) pp. 401–3.

46Insolvency Act 1986 s. 7(2).

47See the Insolvency Act 2000 Sch. 2, para. 3 for amendments to the circumstances in which the court may replace a nominee (i.e. for failure to submit a report, death or where impracticable or inappropriate for nominee to continue to act).

48See Insolvency Act 1986 s. 7; Re Pinson Wholesale Ltd [2008] BCC 112 – on a s. 7 application by joint CVA supervisors, the court was willing to imply a term into the statutory contract effected by the CVA so as to provide for fair remuneration for the joint supervisors who had successfully claimed £70,000 from a former office holder in relation to the company.

What a CVA does not do within the terms of section 4 of the Insolvency Act 1986 is affect, without agreement, the rights of secured creditors of the company to enforce their securities: meetings shall not approve any proposals or modifications that interfere with such enforcement rights except with the concurrence of the creditor concerned.49 Similarly, company or creditors’ meetings cannot approve proposals or modifications providing for the paying of preferential debts other than in priority to non-preferential debts or other than equally with other preferential debts.50

Nor did the Insolvency Act 1986 provide for a general moratorium and a period of protection during which the company can draw up and consider an arrangement.51 A moratorium could only be achieved under the Act by combining a proposal for a CVA with an application to the court for the appointment of an administrator.52 This would constitute a complex and expensive procedure. The introduction of a CVA moratorium for small companies, as will be seen below, was the major change effected by the Insolvency Act 2000.

The gestation period for this development was, however, considerable. In 1993 the DTI concluded that, on balance, an immediate moratorium would be useful in allowing discussions to take place between the company, major creditors and secured lenders.53 It would also allow the company to carry on trading without facing such threats as landlord distraints or winding-up petitions or repossessions of goods under hire purchase or leasing contracts. This was to take effect on the filing in court by the directors of an intention to set up a CVA together with a consent to act by the nominee, but only if the moratorium was additional to the existing CVA procedure and involved an appropriate level of

49Insolvency Act 1986 s. 4(3).

50The Insolvency Act 1986 Part I contains provisions obliging preferential creditors to accept a decision made by a majority of them even if passed in a separate class meeting. This contrasts with the Companies Act 2006 s. 895.

51This contrasts with the ‘interim order’ available in the case of insolvent individuals under the Insolvency Act 1986 ss. 252–4.

52See now Insolvency Act 1986 Sch. B1; ch. 9 above.

53DTI/Insolvency Service, Company Voluntary Arrangements and Administration Orders: A Consultative Document (October 1993) (DTI 1993) p. 11. On landlords’ right to peaceable re-entry see ch. 9 above. The arguments ranged against the moratorium, however, were that it is a device open to abuse by directors of companies that have no chance of turnaround and that it tends simply to prolong agonies, dissipate more assets and make realisations less efficient.

supervision.54 The 1993 proposals went to consultation and the DTI reported two years later that a ‘broad consensus’ had favoured a short moratorium for rescue purposes. A proposed new CVA procedure was presented and aimed ‘to make company rescue simpler, cheaper and more accessible, particularly for the smaller company’.55

The small companies’ moratorium

In February 2000, the Insolvency Bill was introduced into Parliament. It received royal assent on 30 November 2000 and its moratorium provisions came into effect on 1 January 2003.56 The 2000 Act amends the Insolvency Act 1986 by inserting a new section 1A and a new Schedule A1 (which provides for the ‘small companies’ moratorium). Consistently with the DTI’s proposals, this legislative change allows the directors of an ‘eligible’ company to obtain a moratorium when proposing a CVA under Part I of the Insolvency Act 1986.57 A company is eligible under the IA 1986 Schedule A1, paragraph 3(2) if, in the year before filing for a moratorium or the prior financial year, it has satisfied two or more of the requirements for constituting a small company under section 382(3) of the Companies Act 2006. This means that moratoria will only be available to companies with at least two of the following requirements: a turnover of not over £6.5 million per annum; fewer than fifty employees; and a balance sheet total which does not exceed £3.26 million.58 These are very small companies indeed. It can be argued that if moratoria are useful to small companies they should be of benefit to all companies.59 The Insolvency Act 2000 leaves open the possibility of extending the moratorium to larger companies by providing that the Secretary of

54So that companies which would be adversely affected by a stay on creditors’ rights could take the more private and informal actions already available and that the existing CVA procedure would remain in place as an exit route for administration (DTI 1993, p. 12).

55Ibid.

56For comment see A. Smith and M. Neill, ‘The Insolvency Act 2000’ (2001) 17 IL&P 84.

57Insolvency Act 1986 s. 1A(1).

58Certain companies are not eligible for moratoria under Sch. A1, para. 2(2). These include, inter alia, insurance companies, companies authorised to engage in banking business, companies which are parties to market contracts and any company whose property is subject to a market charge or collateral security charge: see further Insolvency Act 1986 Sch. A1, paras. 2–4.

59See J. Alexander, ‘CVAs: The New Legislation’ (1999) Insolvency Bulletin 5 at 8. As Fletcher notes, the main reason for tying the availability of the moratorium to the size of the company ‘appears to have been the desire to channel all rescue proceedings involving

State may promulgate regulations to modify the terms of eligibility for a moratorium.60 One reason why eligibility might be extended arises from the vulnerability of the current rules to abuse. As the Law Society pointed out in its comments on the Insolvency Bill 2000,61 a company might have an incentive to arrange its affairs so that it meets the requirements for being a small company in order to gain the protection of a moratorium for a CVA.

A company may not file for a moratorium if an administration order is in force; it is being wound up; an administrative receiver has been appointed; a CVA has effect; there is a provisional liquidator; or in the prior twelve months a moratorium has been in force, or a CVA has ended prematurely and a section 5(3)(a) order has been made, or an administrator has held office.62 Before a moratorium is obtained, the directors will submit to the nominee the proposed terms of the CVA and a statement of company affairs. The nominee will then indicate to the directors, in a statement, his opinion on whether the CVA has a reasonable prospect of approval and implementation; whether the company is likely to have sufficient funds to carry on its business; and whether meetings of the company and creditors should be summoned to consider the proposed CVA. Filing for a moratorium is carried out by the directors and involves submission to the court of a statement of proposals and of company affairs. The court also receives, inter alia, a nominee statement. The moratorium commences on filing the appropriate documents and lasts until the day on which the meetings of the company and its creditors are first held.63

The effects of the moratorium are to offer protection against petitions for winding up or administration orders, meetings of the company,

larger companies through the new, streamlined administration procedure’: I. F. Fletcher, ‘UK Corporate Rescue: Recent Developments – Changes to Administrative Receivership, Administration and Company Voluntary Arrangements – the Insovency Act 2000, the White Paper 2001 and the Enterprise Act 2002’ (2004) 5 EBOR 119 at 131.

60In commenting on the Trade and Industry Committee Report on the draft Insolvency Bill, the Government said that ‘the results of experience to date should be a significant factor in any decision to extend eligibility for a moratorium’: see Trade and Industry Committee, Fourth Special Report, Government Observations on the First and Second Reports from the Trade and Industry Committee (session 1999–2000) HC 237.

61Law Society Company Law Committee, Comments on the Insolvency Bill, March 2000, No. 396, p. 4.

62Insolvency Act 1986 Sch. A1, para. 4(1).

63Ibid., para. 8. The time limit for the holding of the first meetings is twenty-eight days from the day on which the moratorium comes into force, unless an extension is granted under Sch. A1, para. 32.

winding-up resolutions, appointments of receivers and other steps ‘to enforce any security over the company’s property or to repossess goods in the company’s possession under any hire purchase agreement except with the leave of the court’.64 No other proceeding or execution or legal process or distress can be commenced, continued or levied against the company except by court leave, nor can a landlord forfeit the lease of a company’s premises by means of peaceable re-entry.65

Security granted during the moratorium is only enforceable if, at the time of granting, there were reasonable grounds for believing that it would benefit the company.66 The company is not allowed to obtain credit of over £250 during a moratorium from a person who has not been informed that the moratorium is in force.67 Disposals of company property and payments of debts and liabilities existing prior to the moratorium are only permissible if there are reasonable grounds for believing that such actions will benefit the company or there was approval by a meeting of the company and its creditors (or the nominee in absence of such ‘moratorium committees’).68 Property of the company subject to security or held in possession under hire purchase agreement can be disposed of with court leave or consent of the security holder/ owner of the goods.69 In the case of dispositions of property subject to a security which, as created, was a floating charge, the security holder’s priority will not change regarding property representing the property disposed of.70

Where court leave is given as described, this is to be notified by the directors to the Registrar of Companies within fourteen days or liability to a fine results.71 During the moratorium the nominee is obliged to monitor the company’s affairs for the purposes of forming an opinion on whether the proposed CVA has a reasonable prospect of approval and implementation and whether the company is likely to have sufficient funds during the remainder of the moratorium to allow it to carry on its business.72 The nominee must withdraw his or her consent to act if he or she forms the opinion that such reasonable prospects of funds are no longer likely, if he or she becomes aware that the company was not, at the

64Ibid., para. 12(1).

65Ibid., para. 12(1). On peaceable re-entry see P. McCartney, ‘Insolvency Procedures and a Landlord’s Right of Peaceable Re-entry’ (2000) 13 Insolvency Intelligence 73 and ch. 9 above.

66Insolvency Act 1986 Sch. A1, para. 14. 67 Ibid., para. 17.

date of filing, eligible for a moratorium or if the directors fail to comply with their duty to supply the nominee with information needed to form an opinion on the above matters.73 On withdrawal of nominee consent, the moratorium ends.

As for challenges to the nominee’s actions, any creditor, director or member of the company or other person affected by a moratorium may apply to the court if dissatisfied with an act or omission or decision of the nominee during the moratorium.74 The court is then empowered to confirm, reverse or modify any nominee decision, give him directions or make such other order as it thinks fit. The acts of directors within the moratorium can be challenged similarly.

The meetings of the company and creditors are to be called by the nominee when he or she thinks fit and these meetings shall decide whether to approve the proposed CVA with or without modifications.75 Such modification shall not, however, affect the enforcement rights of secured creditors without consent or the priorities or pari passu payment of preferential debts.76 A person entitled to vote at either meeting or the nominee has a right to challenge the CVA in court on the grounds that it unfairly prejudices the interests of the creditor member or contributory of the company; or that there has been a material irregularity in relation to or at either meeting.77

Once an approved CVA has taken effect, the person formerly known as the nominee becomes the supervisor of the CVA78 and any of the company’s creditors or other persons dissatisfied by any act, omission or decision of the supervisor may challenge this in court.79

Achieving a successful rescue may also require that the directors are able to effect advantageous transactions with third parties. Here, however, the terms of the Insolvency Act 2000 create unhelpful uncertainties. Such third parties will be reluctant to deal with the directors if they are not certain that they will be protected from a subsequent failure of the moratorium or a non-approval of the voluntary arrangement. Schedule A1, paragraph 12(2) of the Insolvency Act 1986 now suspends section 127 of the Insolvency Act 1986 (which prohibits property dispositions

78Ibid., para. 39. The Insolvency Act 2000 s. 4(4) amended the Insolvency Act 1986 s. 389: to act as a supervisor or nominee of a CVA the individual in question must be an IP or a person authorised to act as a supervisor etc. by a body recognised by the Secretary of State for that purpose: see IA 1986 s. 389A.

79Insolvency Act 1986 Sch. A1, para. 39(3).

after the commencement of a winding up unless the court has otherwise authorised).80 It does so where a petition for winding up has been presented before the beginning of the moratorium. The effect is that section 127 will not operate to render void any dispositions of property, transfers of shares or alterations in status of the members of the company during the moratorium. Such dispositions are then governed by the moratorium provisions. Uncertainties arise because there may not be a petition for winding up pending at the date of the start of the moratorium. The Law Society has argued that there should be an express provision confirming that ‘the criteria for disposals, payments, charges and other permitted transactions during the moratorium regime fully supplant the criteria for escaping all the “normal” invalidating provisions of the Insolvency Act 1986 and third parties acting in good faith are protected in being party to such transactions’.81 If that is not the case, said the Society, there should be provisions allowing directors to seek court confirmation that any transactions are valid and proper. A danger is that if such worries are not countered, companies may be encouraged to petition for a winding up immediately before filing for a moratorium in order to protect transactions within the moratorium from being attacked as preferences or transactions at undervalue under the Insolvency Act 1986 sections 238 and 239.

The CVA as an efficient rescue mechanism

If a CVA is to lead to rescue rather than liquidation it needs to achieve a number of results.82 First, the business needs to generate cash profits that are sufficient to pay off past debts and deal with ongoing liabilities. Second, the credit control procedures of the company must be effective enough to avoid such an accumulation of bad debts as is likely to prejudice the recovery. Third, there will need to be a corporate strategy, implementable through the CVA proposal, that will lead to financial survival by taking all necessary steps, such as disposals of non-core activities or assets where appropriate. In order to achieve these results,

80On the Insolvency Act 1986 s. 127 see e.g. G. Stewart, ‘Section 127 and Change of Position Defences’ (2003) Recovery (Autumn) 6; and further ch. 13 below.

81Law Society Company Law Committee, Comments, p. 6.

82See, for example, Alexander, ‘CVAs: The New Legislation’. For an empirical study of CVAs see G. Cook, N. Pandit, D. Milman and A. Griffiths, Small Business Rescue: A Multi-Method Empirical Study of Company Voluntary Arrangements (ICAEW, London, 2003).

a further requirement is likely to be directorial commitment and motivation. Enterprising directors will often possess incentives to leave a troubled company for greener corporate pastures, especially if they have no equity interest or do not require the business to succeed in order to protect their income. A CVA, accordingly, may need to create incentives for good directors to see the rescue through.

A number of difficulties will face the proponents of a CVA. In the first place this is a ‘debtor in possession’ system that leaves in control the directors who have led the company into difficulty. The prospects of continuing poor management are, accordingly, real.83 Suppliers will often be reluctant to continue normal trading with the company and they, as well as main creditors, will have to be persuaded to support the CVA. Creditors may often suspect that those putting forward CVA proposals are using the CVA as a device that will allow the management to set up a phoenix operation in order to effect a transfer of the business and its assets and leave creditors empty handed. Directors’ motives for seeking a CVA may similarly be called into question because the institution of a CVA will rule out charges of wrongful trading on a subsequent liquidation.84

The uptake of CVAs has been disappointingly low since 1986. In 1999–2000 there were 526 CVAs (and appointments) compared to 427 administrations and 1,665 receiverships. In 2005–6, two years after the introduction of the CVA moratorium, there were only 540 CVAs compared to 2,661 administrations and 565 receiverships.85 In a series of reports86 the DTI reviewed the reasons why CVAs have not proved

83Cook et al., Small Business Rescue, report that continued poor management was a frequently cited problem.

84Note, however, that the Insolvency Act 2000 imposed new ‘whistleblowing’ obligations on the nominee/supervisor: see now Insolvency Act 1986 s. 7A. The 2000 Act also sought to prevent abuse of the CVA mechanism ‘by installing a degree of integrity reinforced by the criminal law’: see now IA 1986 s. 6A (see L. S. Sealy and D. Milman, Annotated Guide to the Insolvency Legislation 2007–08 (Thomson/Sweet & Maxwell, London, 2007) p. 35).

85Numbers of CVAs were, moreover, considerably down on the previous two years: see Insolvency Service, Enterprise Act 2002 – Corporate Insolvency Provisions: Evaluation Report (Insolvency Service, London, 2008) p. 17. Potential use of CVAs has, however, been extended to National Health Service Trusts: see National Health Service Act 2006 s. 53; ‘In view of the difficulties currently encountered in this sector one suspects that this provision will not be underused in the years to come’: D. Milman, ‘Corporate Insolvency Law: An End of Term Report’ (2007) 214/5 Sweet & Maxwell’s Company Law Newsletter 1 at 2.

86DTI 1993; DTI/IS, Revised Proposals for a New CVA Procedure (April 1995) (‘DTI 1995’); Insolvency Service, A Review of Company Rescue and Business Reconstruction Mechanisms, Interim Report (DTI, September 1999) (‘IS 1999’); IS 2000.

popular and the IS played a central role in developing the reform proposals that were implemented with the Insolvency Act 2000.

Many of the reasons for the non-use of CVAs overlap with the reasons for the low resort to pre-Enterprise Act 2002 administration orders that were considered in chapter 9. Cost has been a material factor. Research has suggested that for very small companies the CVA may be too expensive a procedure to exploit87 and that there is often a preference for making a clean break and using liquidation to save some of the business rather than the company.88 In one survey, only 8 per cent of companies undergoing CVA processes had turnover of less than £100,000 in the last financial year.89 The DTI’s 1993 Consultative Document included in its list of ‘barriers to the use of CVA provisions’: the secured creditor’s right to appoint a receiver; the directors’ lack of knowledge and IP’s lack of experience of the provisions; fear by directors of provisions connected with the Insolvency Act 1986 and supervised by IPs; and rescues being attempted too late. To these reasons, a study for the ICAEW has added the suggestion that IPs have been deterred from using CVAs by the perceived risk, lack of effective control and uncertainty involved in the process and the difficulty of trying to forecast cash flows up to five years ahead. The same study noted that IPs may worry about their committing to turnarounds that depend on improved management, and to engaging in considerable amounts of work only for the rescue to founder.90

The DTI argued in 1993 that some of the above disincentives and barriers could nevertheless be reduced in effect. The lack of knowledge of directors could be countered by awareness campaigns and education, and directors’ fears of insolvency processes might be responded to by placing rescue provisions in companies’ statutes rather than in insolvency legislation, or by relabelling IPs as ‘rescue consultants’. The lateness of rescue efforts could be remedied by improving directors’ use of financial information and by raising the consciousness of auditors and non-insolvency advisers to make them more aware of, and more likely to recommend, rescue processes.91

Other barriers to use were, however, particularly severe in relation to CVAs. A major problem was lack of finance to fund corporate operations during CVAs. Banks tended to act cautiously in consideration of their own

87See D. Milman and F. Chittenden, Corporate Rescue: CVAs and the Challenge of Small Companies, ACCA Research Report 44 (ACCA, London, 1995).

88Cook et al., Small Business Rescue. 89 Ibid. 90 Ibid. 91 DTI 1993, p. 20.

shareholders’ interests and in fear of ‘throwing good money after bad’.92 The DTI opinion was that a foremost weakness of the CVA was the absence of a moratorium. As indicated above, however, the use of the CVA has not increased materially since the moratorium came into effect in 2003 and this may suggest that the other disincentives to use that are cited above may have proved more powerful than the DTI supposed in 1993.

Have the Insolvency Act 2000 changes produced an efficient rescue regime? R3’s Ninth Survey of Business Recovery, published in 2001, indicated that where CVAs are used, there is a 74 per cent preservation rate.93 As for returns to creditors, the R3 Twelfth Survey of Business Recovery (2004) indicated that CVAs returned just under 50 pence in the pound to creditors overall compared to around 30 pence for administrative receiverships, compulsory liquidations and administrations. For unsecured creditors, the CVA proved much more rewarding, with CVAs averaging returns of 17 pence in the pound compared to 5.4 pence for administrative receiverships and compulsory liquidations and 6.3 pence for administrations.94

It remains to be seen whether the rescue potential of the CVA will develop in coming years. In the past, general concerns have been voiced in relation to the role that preferential creditors have played in CVA processes, the nominee’s scrutiny role, rescue funding, corporate relations with landlords or utility suppliers and those who lease the tools of the trade to the company. It should be emphasised, moreover, that the CVA moratorium, as now set up, only applies to very small companies and here some particular problems may arise. Nominees, after the Insolvency Act 2000 amendments, have to be prepared to state in writing at the outset that the CVA has a reasonable prospect of being approved and implemented and also that the company is likely to have sufficient funds available during the moratorium to enable it to carry on business.95 In order to place themselves in a position to make such a statement responsibly, nominees may have to engage in extensive consultations with

92Ibid., p. 15. On distributing moneys held by CVA supervisors once the company goes into liquidation and whether liquidation terminates the CVA, see the guidelines laid down by Peter Gibson LJ in Re NT Gallagher & Son Ltd [2002] BCLC 133 at 150.

93The SPI Eighth Survey (covering 1997–8) indicated that where CVAs were used, 37 per cent of jobs were saved (receiverships saved 31 per cent, administrations 40 per cent and company voluntary liquidations 11 per cent). The SPI was renamed R3, the Association of Business Recovery Professionals, in January 2000.

94R3 Twelfth Survey, Company Insolvency in the United Kingdom (R3, London, 2004).

95See Insolvency Act 1986 Sch. A1, para. 6(2).