ICAN Innovation and Growth in Corporate Restructuring Solution or Contradiction - Prof Godwin Oyedokun.pptx

Innovation and Growth in Corporate Restructuring:
Solution or Contradiction

Being a Paper Presented at the Institute of Chartered Accountants of Nigerian (ICAN) Webinar on March 15th, 2022.

1. Innovation and Growth in Corporate Restructuring: Solution or Contradiction Being a Paper Presented at the Institute of Chartered Accountants of Nigerian (ICAN) Webinar on March 15th, 2022 . Prof. Godwin Emmanuel Oyedokun Professor of Accounting and Financial Development Department of Management & Accounting Faculty of Management and Social Sciences Lead City University, Ibadan, Nigeria Principal Partner; Oyedokun Godwin Emmanuel & Co (Chartered Accountants, Tax Practitioners & Forensic Auditors)

2. ND (Fin), HND (Acct.), BSc. (Acct. Ed), BSc (Fin.), BSc. (Bus. Admin), MBA (Acct. & Fin.), MSc. (Acct.), MSc. (Bus & Econs ), MSc (Tax), MTP (SA), PhD (Acct), PhD (Fin), PhD (FA), FCA, FCTI, FCIB, ACS, ACIS, MNIM, FCNA, FCFIP, FCE, FERP, CICA, CFA, CFE, CIPFA, CPFA, ACAMS, ABR, CertIFR , IPA, IFA, FFAR, FPD-CR, FSEAN, FNIOAM, ACIrb

3. Innovation and Growth in Corporate Restructuring: Solution or Contradiction

4. Introduction

5. Introduction

6. Concept of Corporate Restructuring

7. Corporate Restructuring as a Business Strategy

8. Corporate Restructuring as a Business Strategy

9. Need and Scope of Corporate Restructuring

10. Need and Scope of Corporate Restructuring Needs for undertaking a Corporate Restructuring exercise

11. Planning, Formulation, and Execution of various Restructuring Strategies Corporate Restructuring Strategies through Depend On

12. Planning, Formulation, and Execution of various Restructuring Strategies Requirements for Planning Restructuring

13. Planning, Formulation, and Execution of various Restructuring Strategies

14. Considerable Factors to Implementing Corporate Restructuring Strategies

15. Why is Restructuring Important?

16. Types of Corporate Restructuring 

17. Types of Corporate Restructuring Strategies

18. Corporate Failure

19. Corporate Failure

20. Causes of Corporate Failure

21. Causes of Corporate Failure

22. Other Reasons for Corporate Failure

23. Execution of Corporate Failure

24. Signs of Corporate Failure

25. Preventive Technique against Corporate Failures

26. Strategy for the Survival of Failing Company

27. Innovation and Growth in Corporate Restructuring as Evident in CAMA 2020

28. Innovation and Growth in Corporate Restructuring as Evident in CAMA 2020

29. Innovation and Growth in Corporate Restructuring as Evident in CAMA 2020

30. Innovation and Growth in Corporate Restructuring as Evident in CAMA 2020 Sec 436 of CAMA states that: (1) A proposal may also be made where the nominee is: (a) not the liquidator or administrator, and it has been reported to the Court that such meetings should be summoned, the person making the report shall (unless the Court otherwise directs) summon those meetings for the time, date, and place proposed in the report; and (b) the liquidator or administrator, he shall summon meetings of the company and of its creditors to consider the proposal for such a time, date, and place as he thinks fit. (2) The persons to be summoned to a creditors’ meeting under this section are every creditor of the company whose claim and address the person summoning the meeting is aware.

31. Innovation and Growth in Corporate Restructuring as Evident in CAMA 2020 Sec 437 of CAMA states that: (1) The meetings summoned shall decide whether to approve the proposed voluntary arrangement with or without modifications. (2) The modifications may include conferring the functions proposed to be conferred on the nominee on another person qualified to act as an insolvency practitioner to the company but shall not include any modification under which the proposal ceases to be a proposal such as is mentioned in section 434. 3. A meeting so summoned shall not approve any proposal or modification which affects the right of a secured creditor of the company to enforce his security, except with the concurrence of the creditor concerned. (4) A meeting so summoned shall not approve any proposal or modification under which: any preferential debt of the company is to be paid otherwise than in priority to such of its debts as are not preferential debts; or a preferential creditor of the company is to be paid an amount in respect of a preferential debt that bears to that debt a smaller proportion than is borne to another preferential debt by the amount that is to be paid in respect of that other debt provided that the meeting may approve such a proposal or modification with the concurrence of the preferential creditor concerned. (5) Subject to the provisions of this section, each of the meetings shall be conducted following the rules. (6) After the conclusion of either meeting following the rules, the chairman of the meeting shall report the result of the meeting to the Court, and, shall give notice of the result of the meeting to such persons as may be prescribed.

32. Innovation and Growth in Corporate Restructuring as Evident in CAMA 2020 Approval of arrangement and Effect of approval. A 246 2020 No. 3 Companies and Allied Matters Act, 2020 439. —(1) This section applies where a decision approving a voluntary arrangement has effect under section 437. (2) The order of the Court that the decision of the company meeting should have effect instead of the decision of the creditors’ meeting (a) takes effect as if made by the company at the creditors’ meeting; and (b) binds every person who, following the rules ( i ) was entitled to vote at that meeting (whether or not he was present or represented at it), or (ii) would have been so entitled if he had had notice of it as if he were a party to the voluntary arrangement. (3) Where the arrangement: (a) ceases to have the effect, any amount payable, under the arrangement to a person bound by subsection (2) (b) (ii) has not been paid, and (b) did not come to an end prematurely, the company shall at that time become liable to pay to that person the amount payable under the arrangement. (4) Where the company is being wound up or is in administration, the Court may: by order, stay all proceedings in the winding-up or provide for the appointment of the administrator to cease to have effect; or give such directions concerning the conduct of the winding-up or the administration as it considers appropriate for facilitating the implementation of the order of the Court that the decision of the company meeting should have effect instead of the decision of the creditors’ meeting on the voluntary arrangement. (5) The Court shall not make an order under subsection (4) (a): (a) at any time before the end of 28 days beginning with the first day on which each of the reports required by section 435 (2) has been made to the Court; or (b) at any time when an application under section 435 (4) or an appeal in respect of such an application is pending, or at any time in the period within which such an appeal may be brought.

33. Innovation and Growth in Corporate Restructuring as Evident in CAMA 2020 Challenge of decisions; Companies and Allied Matters Act, 2020 No. 3 A 247 Sec 440 .—(1) Subject to this section, an application to the Court may be made, by any of the persons specified in subsection (2), on the ground that— a voluntary arrangement which has effect under section 437 unfairly prejudices the interests of a creditor, member or contributory of the company ; or there has been some material irregularity at or in relation to either of the meetings (2) The persons who may apply under subsection (1) are: (a) persons entitled, following the rules, to vote at either of the meetings ; (b) persons who would have been entitled, following the rules, to vote at the creditors’ meeting if they had had notice of it; (c) the nominees or persons who replaced them under section 435 (4) or437 (2); and (d) if the company is being wound up or is in administration, the liquidator or administrator. (3) An application under this section shall not be made: (a) after the end of 28 days beginning with the first day on which each of the reports required under section 435(2) has been made to the Court, or (b) on which each of the reports required by section 435 (2) has been made to the Court but (subject to that), an application made by a person within this subsection on the ground that the voluntary arrangement prejudices his interests may be made after the arrangement has ceased to have an effect, unless it came to an end prematurely.

34. Innovation and Growth in Corporate Restructuring as Evident in CAMA 2020 Challenge of decisions; Companies and Allied Matters Act, 2020 No. 3 A 247 Sec 440 Con’t (4) Where on such an application the Court is satisfied as to either of the grounds mentioned in subsection (1), it may: revoke or suspend any decision approving the voluntary arrangement which has effect under section 437 or, in a case falling within subsection (1)(b), any decision taken by the meeting in question which has effect under that section; or give a direction to any person for the summoning of further meetings to consider any revised proposal, the person who made the original proposal may make or, in the case falling within subsection (1)(b), a further company or creditors’ meeting to reconsider the original proposal. (5) Where after giving a direction under subsection (4)(b) for the summoning of meetings to consider a revised proposal the Court is satisfied that the person who made the original proposal does not intend to submit a revised proposal, the Court shall revoke the direction and revoke or suspend any decision approving the voluntary arrangement which has effect under Section 437. (6) Where the Court, on an application under this section concerning any meeting: gives a direction under subsection (4)(b), or A 248 2020 No. 3 Companies and Allied Matters Act, 2020 revokes or suspends an approval under subsection (4)(a) or (5), the Court may give such supplemental directions as it deems fit and, in particular, directions concerning things done under the voluntary arrangement since it took effect. (7) Except as provided in this section, a decision taken at a meeting summoned under Section 436 is not invalidated by any irregularity at or concerning the meeting.

35. Conclusion

36. Recommendations

37. Prof. Godwin Emmanuel Oyedokun Professor of Accounting and Financial Development Lead City University, Ibadan, Nigeria Principal Partner; Oyedokun Godwin Emmanuel & Co (Chartered Accountants, Tax Practitioners & Forensic Auditors) [email protected] ; [email protected] [phone], & [phone]