When an organisation becomes aware that it is under investigation for a suspected offence, or it receives internal information that an offence may have been committed, via its internal audit programmes or via a whistleblower, it is advisable to remind senior staff, IT managers and relevant employees about important information about conducting investigations and the steps which should be followed. • Agree the objectives and scope of the investigation, and conduct any investigation in accordance with any internal policies in place. See Practice Note: How to plan and conduct an internal investigation. • Ensure any information provided by a whistleblower is actioned appropriately. See Practice Note: Dealing with a whistleblower in internal criminal investigations. • Consider if a self-report is either required or beneficial. See Practice Note: Self-reporting corporate offences. • Consider the application of legal professional privilege and ensure steps are taken to maintain privilege throughout the investigation. See Practice Notes: Legal professional privilege in criminal proceedings, Maintaining privilege during criminal investigations and Issues

An alternative to an insolvent liquidation, whether a creditors' voluntary winding up or a compulsory winding up, whereby a company enters into a binding arrangement with its creditors to compromise its debts.

A formal procedure (essentially, a contract between the company and its Creditors) provided for by the IA 1986 which enables a company to agree with its Creditors how its debts should be dealt with.

Company voluntary arrangements (CVAs) are often used by companies to facilitate a restructuring (see: Company voluntary arrangements—overview) and have been used to compromise landlord liabilities (see News Analysis: A hat trick of leading decisions on creditor cramdowns—treatment of landlord groups in New Look, Regis and Virgin Atlantic). The Insolvency Service’s official statistics from July 2024 showed that the number of CVAs was 64% higher in June 2024 than June 2023, however numbers remained low compared to historical levels. This may be due to the growing trend of using Part 26A restructuring plans to compromise landlord liabilities (see News Analysis: Market Insights Trend Report—trends in Part 26A restructuring plans in 2024 and Practice Note: Part 26A restructuring plan—key cases). Case tracker Some of the key CVA cases since January 2021 include the following (the most recent appearing first): Company name (and sector) Date of judgment Judge Key points considered Further reading Robinson Webster (Holdings) Limited 30 January 2026 Lord Justice Holgate and Mr Justice Mould A CVA cannot unilaterally divest a tenant of its proprietary

See 'Checklist for CVA proposal and procedure' for an indicative timetable. Note that the Insolvency Service

A company voluntary arrangement (CVA) is a binding contractual agreement between a company and its creditors. A CVA proposal must involve one or both of two things: • an agreement to pay a sum in lieu of a larger debt or other obligation and/or • something less than the release or discharge of creditors’ debts A CVA cannot, however, be used to alter the rights of secured creditors or to alter a preferential creditor’s priority, without the concurrence of those creditors affected. For any CVA that is proposed within 12 weeks of the end of a moratorium under Corporate Insolvency and Governance Act 2020 (CIGA 2020), the holders of any unpaid moratorium debts and priority pre-moratorium debts have, in effect, a veto right in respect of the CVA as neither the company nor the creditors may approve a CVA unless these debts are paid in full (unless the creditors consent); CIGA 2020,

Section 178 of the Insolvency Act 1986 (IA 1986) provides liquidators with the power to disclaim onerous property. This power is not limited to ‘insolvent’ liquidators and also applies to members' voluntary liquidations. IA 1986, s 178 defines ‘onerous property’ as any ‘unprofitable contract’ or ‘property of the company which is unsaleable or not readily saleable or is such that it may give rise to a liability to pay money or perform any other onerous act’. There is a

Restructuring & Insolvency analysis: The High Court ordered the compulsory winding up of Kession Capital Ltd, holding that there was no rational basis for continuing its administration following creditor rejection of the administrators’ proposals. The court emphasised that the statutory purpose in Schedule B1 to the Insolvency Act 1986 (IA 1986) must be realistically achievable and cannot rest on speculative or legally irrelevant considerations. Creditor opposition (particularly from an unconnected majority) was decisive, and procedural errors in the conduct of the creditors’ meeting undermined confidence in the administration. The decision underscores the limits of ‘holding’ administrations pending uncertain developments and highlights the importance of fair voting practices and strict compliance with the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024. Produced in partnership with Samuel Parsons of Erskine Chambers.

A company’s 'constitution' is defined under CA 2006, s 17 as including: • the company’s articles of association, and • any resolutions and agreements affecting a company’s constitution The CA 2006 definition of 'constitution' is not exhaustive and also refers to other documents forming part of the constitution of a company, including: • the certificate of incorporation and any certificates of incorporation on change of name • a current statement of capital (or statement of guarantee for a company limited by guarantee), and • any court orders or enactments altering the company’s constitution or sanctioning a compromise, arrangement, reconstruction or amalgamation

A company's liability to pay for a promoter's fees and expenses and other pre-incorporation contracts is nil.

The company's powers or capacity is defined by its objects and under the Companies Act 2006 (CA 2006), the rule is that unless the company's articles specifically restrict the objects of the company, its objects are unrestricted.

The company’s powers or capacity is defined by its objects and under the Companies Act 2006, the rule is that unless the company’s articles specifically restrict the objects of the company, its objects are unrestricted.