The article discusses one of the most fundamental aspects of corporate law, namely the interse ction between company law and insolvency law, with specific regard to the recent EU Directive on Preventive Restructuring (EU 2019/1023, the ‘Restructuring Directive’ or ‘Directive’) 22.Directive of the European Parliament and of the Council of 20 June 2019 on preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures to increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt, and amending Directive (EU) 2017/1132 (‘Restructuring Directive’) OJ [2019] L 172/18. It notes the forthcoming implementation of the Directive in the EU Member States. The key options for implementation of the Directive available to European legislators are introduced, including an option based on company law which, according to the recent LL.D.dissertation of the coauthor, would provide more tools for restructurings than are available under the frameworks based on insolvency law. This would create efficient mechanisms in particular for the preventive restructu ring of solvent companies, but also for the completion of a friendly takeover of a publiclylisted company through a scheme of arrangement under company law. The scheme of arrangement mechanism has also been included in the recently published European Model Company Act.
1. The New Approach of the Restructuring Directive
The aforementioned Restructuring Directive came into force in July 2019. Each Member State now has a period of two years (extendable up to three years) in which to implement the Directive. The Directive, particularly in the modified form in which it was finally enacted, contains important features for legislators to consider. The key issues relate to the crossover of company law and insolvency law in the Member States, noting the impact on the ...