IBA Annual Conference Sydney 2017

8 Oct - 13 Oct 2017

Room C4.5, Convention Centre, Level 4

Session information

Navigating the path between a rock and a hard place: the role of the target director in distressed M&A
Room C4.5, Convention Centre, Level 4


Corporate and M&A Law Committee (Lead)
Securities Law Committee


Companies going through dark times are often left with no other option but to sell parts of their business in order to secure their survival and avoid undergoing restructuring processes or filing for insolvency/ bankruptcy. Or they may be required to engage in a distressed sale of the company either in or out of a court-monitored process. The purchase of a distressed target company is subject to a number of insolvency considerations, thus making the transaction a rather complicated and formal undertaking. A number of stakeholders are involved, for example, an insolvency administrator, insolvency court, shareholders, customers, employees and banks. The panel will explore the role of the target director in distressed M&A, including: • differences depending on whether the company is listed or not; • duty to, or other relevance of the interests of, creditors as directors of distressed companies seeking to restructure; • insolvent/wrongful trading and defences; • the risk of the transaction being challenged; and • different status/processes to effect such transactions. The panel will discuss leading recent cases from various jurisdictions, such as the US state of Delaware, the UK and others.

Session / Workshop Chair(s)

Martin Brodey DORDA, Vienna, Austria
Damien Zoubek Chair, Corporate Governance and Activism Subcommittee


Ron Forster MinterEllison, Sydney, New South Wales, Australia
Jon Gidney Greenhill & Co., Sydney, New South Wales, Australia
Sergio Gonzalez Galan J&A Garrigues, Madrid, Spain
Richard Hall Cravath, Swaine & Moore LLP, New York, New York, USA
Roland Hoffmann-Theinert GOERG, Berlin, Germany
Rabindra Jhunjhunwala Khaitan & Co, Mumbai, Maharashtra, India; Secretary, Corporate Membership Subcommittee
Samuel Nolen Richards Layton & Finger, Wilmington, Delaware, USA
John Williamson-Noble Gilbert + Tobin, Sydney, New South Wales, Australia; LPD Council Member, LPD Council