Henderson & Jones also provides independent directorship, fiduciary and representative services through two subsidiary companies. These entities specialise in taking appointments to provide these services in contentious situations, frequently within an insolvency context.
We are uniquely placed to be able to deploy legal and accountancy expertise to these appointments, particularly in relation to ongoing or prospective litigation, and in contexts where directors duties and proper corporate governance are of paramount importance.
Henderson & Jones is also able to act as representatives of groups of creditors where Court intervention is required to resolve uncertainties in the insolvency process.
Set out below are two examples of cases where funding provided by H&J led to a successful outcome:
Henderson & Jones was appointed as independent directors of EyeMax Mono Limited to assess the solvency of Eyemax. Henderson & Jones was appointed by the Joint Administrators of Eyemax’s parent company (Invua MedTech Limited (in Administration)).
Invua MedTech Limited was put into administration on 15 April 2020. During their investigations, the Joint Administrators identified a wholly owned subsidiary, Eyemax Mono Limited, and there was a need to appoint new independent directors to properly assess the position of the company and suitable next steps.
On 11 June 2020, the Joint Administrators therefore utilised Invua’s power as shareholder to appoint two of Henderson & Jones’ subsidiaries as independent directors of Eyemax Mono. Henderson & Jones investigated Eyemax and identified a number of material concerns which suggested the company was insolvent. Henderson & Jones then scheduled board meetings with the incumbent director to discuss the solvency of the company.
Ultimately, the conclusion was reached that Eyemax was insolvent and that it was in the best interests of the company and its creditors to put the company into administration. On 18 June 2020, following a series of board meetings, the company entered administration.
On 10 May 2021 Henderson & Jones was appointed by the Court as a representative of certain Football Index customers to make legal submissions on behalf of those customers at a hearing to determine how funds deposited in a trust account for the protection of customers should be distributed.
BetIndex Limited t/a Football Index went into administration on 26 March 2021. A trust account was set up to protect the funds of customers; however the trust deed did not clearly state the date on which customer’s entitlement to customer funds should be calculated or paid. This was of material relevance because many customers had live bets which had continued (and were continuing) to accrue dividends since the date of insolvency.
Those customers had a significant interest in the calculation date being later. Conversely, those customers who did not have live bets but had money deposited in their “e-wallets” (i.e. ready to invest but not actually invested) had an interest in the calculation date being earlier as they would receive the entirety of these sums.
The Joint Administrators asked the Court to determine this question. They informed the Court that they believed the correct interpretation was that the calculation date should be the date of insolvency. However, recognising that this position was detrimental to the interests of a significant proportion of the company’s customers - the Joint Administrators asked the Court to appoint a representative for those customers to argue for a later calculation date so that the Court would have the benefit of submissions from all perspectives.
H&J was appointed by the Court as a representative for those customers with an interest in arguing that the calculation date was a date after 26 March 2021. H&J worked with its appointed counsel and made submissions to the Court for the customers it represented. H&J argued that the whole of the trust monies should be distributed to customers and that monies should not be returned to the Company as it would then fall to be distributed to all of the Company’s creditors - thereby diluting the customers’ share of the dividends.
Deputy Judge Vos expressed his sympathy for this position but found it is inconsistent with what he found to be the correct interpretation of the trust deed - which was that the calculation date should be the date of insolvency - as contended for by the joint administrators.
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