The book ‘English Corporate Insolvency Law’ is, as its subtitle says, a primer. It offers an introduction and analysis guide and update readers with the recently significantly revised English corporate insolvency rules and procedures. Readers will not be disappointed as it gives a well-reasoned overview of the full system, including references to case law and literature.
Contents of the book. The book with over 300 pages contains four parts. In its introduction the authors discuss the financial context of insolvency, the roots and history of insolvency law and its institutional setting. The second part covers liquidation, administrative receivership and gathering and distributing assets and dividends. The following part is devoted to rescue proceedings, describing administration, management of companies in distress and Company Voluntary Agreements (CVAs) and restructuring procedures, whilst part four covers topics that in literature from the European continent not always would fall under the scope of textbooks on corporate insolvency law, such as directors’ duties, malpractice before and during liquidation (and administration) and criminal offences as well as disqualification and personal liability. The final part (some 60 pages) of the book covers English cross-border insolvency law, its ‘theoretical underpinnings’, the international and European frameworks for cross-border insolvency law and the English’ domestic framework for cross-border insolvency cases.
Pleasant reading. I went through the book with pleasure including – may I say – the fond memory of recollecting my study of English corporate insolvency law in the early 90s of last century. I envy non-English law students and young lawyers as a book like this was not available. Three decades ago – prior to internet! – you just went wherever you found relevant literature. The only channel was a university’s library. Law firm libraries had some (old editions of) handbooks. It was a relief when, several years after its publication, I could read the Cork Report. Rightly the authors use it as a spiritual source of present-day English insolvency law.
Worthwhile reading. There are several themes in the book that make it worthwhile to read, such as internal and external causes of business failure, the distinguishment between ‘failure’ and ‘insolvency (‘What, then, is failure?’), and the threshold of insolvency (cash flow; balance sheet). The academic background of the authors flow from the educative way of writing and the interest displayed for theory (the ‘philosophy’ of English corporate insolvency law). They mention the ‘London Approach’, but its dependence of a strong Central bank and its ‘successors’ worldwide (similar approaches in Istanbul and Jakarta) remain unmentioned. Rather recent phenomena are covered clearly: ipso facto clauses, the CIGA Act 2020, pre-pack sales (raising ‘four significant issues’).
Cross-border insolvency law. The chapter on cross-border insolvency law is not the best part of the book. The literature suffers from a weak selection of sources, nearly leaving out literature from scholars from the European continent, leaving the 2013 Model Law’s Guide of Enactment and Interpretation unmentioned just as the recent UNCITRAL Model Law on Enterprise Group Insolvency.
Conclusion and suggestion. But this is only a trifle and is fully compensated by the broad, clear and well-arranged treatment the authors provide, with interesting forays into theory and with a fine selection of well-explained case law. Its contents can be enriched with some comparative comparisons (see Bork’s book at https://bobwessels.nl/blog/2020-12-doc1-bork-corporate-insolvency-law-2020/), some legal-sociological approaches to restructuring law, see Sarah Paterson’s publication https://bobwessels.nl/blog/2021-03-doc1-thinking-corporate-restructuring/ and, at a single point, legal-political analysis (compare the Research handbook edited by Barry Adler https://bobwessels.nl/blog/2021-01-doc1-corporate-bankruptcy-law-research-handboook/. With this, a good book will become one of the best on English corporate insolvency law in a second edtion, which the publisher should certainly initiate.
Eugenio Vaccari and Emilie Ghio, English corporate insolvency law, Edward Elgar Publishing, 2022. ISBN 978 1 80220 408 7
Note: this book I received free of charge from the publisher with the request to announce it or to review it on my blog at www.bobwessels.nl.