Log in or register
Share on LinkedInShare on LinkedIn

ARTICLE · 13 AUGUST 2026

Braganza (Still) Doesn't Bite

Mayer Brown
Mayer Brown
Contributor
Mayer Brown

Mayer Brown

Mayer Brown is a leading international law firm positioned to represent the world’s major...

View firm profile
Explore more from Mayer Brown

The Court of Appeal has partially reversed a High Court decision in a case examining whether a chargee's appointment of administrators was invalid due to improper purpose, specifically where debt acquisition followed a failed takeover bid. The judgment clarifies the boundaries of Braganza-style rationality duties in secured lending enforcement and explores when the equitable 'proper purpose' doctrine may constrain a creditor's right to appoint administrators under Schedule B1 of the Insolvency Act 1986.

United KingdomInsolvency/Bankruptcy/Re-Structuring
Devi Shah
Devi Shah
Nicola Hughes
Nicola Hughes
Author LinkedIn connections

Summary

The Court of Appeal in Glint Pay Ltd & Ors v Baker & Anor1 has partially reversed the High Court's decision to strike out a challenge to the validity of the appointment of administrators over the Glint Pay companies. The Court of Appeal upheld the findings that the information covenant extended to the company's assets generally and that non-compliance constituted an event of default. However, it held that the High Court was wrong to strike out the claim and that there was a realistic prospect of establishing that the administrators' appointment was invalid due to the appointor's improper purpose, and remitted that issue to trial.

On the central Braganza point, the Court of Appeal confirmed that no broad rationality or reasonableness overlay applies to a chargee's fundamental enforcement rights. The appellants no longer pressed a full Braganza-style duty2 on appeal. The court did, however, accept a narrower implied term: that ancillary powers such as information request

We operate a free-to-view policy, asking only that you register in order to read all of our content. Please login or register to view the rest of this article.

Register for freeORLog in

Visit us at mayerbrown.com

Mayer Brown is a global services provider comprising associated legal practices that are separate entities, including Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados (a Brazilian law partnership) and non-legal service providers, which provide consultancy services (collectively, the "Mayer Brown Practices"). The Mayer Brown Practices are established in various jurisdictions and may be a legal person or a partnership. PK Wong & Nair LLC ("PKWN") is the constituent Singapore law practice of our licensed joint law venture in Singapore, Mayer Brown PK Wong & Nair Pte. Ltd. Details of the individual Mayer Brown Practices and PKWN can be found in the Legal Notices section of our website. "Mayer Brown" and the Mayer Brown logo are the trademarks of Mayer Brown.

© Copyright 2026. The Mayer Brown Practices. All rights reserved.

This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

View source

Related Articles

Legal Intelligence Newsletters: sign up for the latest legal and regulatory news on your chosen topics

Read more about

Related Comparative Guides

See more popular content from

Article

Woodville Collapse And Regulatory Reform – Litigation Funding In The Spotlight

The collapse of Woodville Consultants Ltd has exposed significant vulnerabilities in the rapidly expanding litigation funding market, which operates largely outside mainstream financial regulation. With nearly £300 million owed to retail investors and questionable lending practices to law firms, the case raises critical questions about investor protection, regulatory oversight, and the future balance of power in funded litigation.
United KingdomInsolvency/Bankruptcy/Re-Structuring
RPC
RPC
Article

Hunkemöller: English Court Stays Liability Management Exercise Litigation Pending Judgment In Parallel New York Proceedings

The English High Court has stayed proceedings challenging Hunkemöller's liability management exercise pending judgment in related New York litigation. This decision examines the limitations of multi-jurisdictional litigation strategies in cross-border restructurings and the enforceability of exclusive jurisdiction clauses for beneficial noteholders. The ruling provides critical guidance on the sequencing of claims across different jurisdictions when challenging complex liability management exercises.
United KingdomInsolvency/Bankruptcy/Re-Structuring
A&O Shearman
A&O Shearman
Article

High Court Rules That Administrators May Be Able To Pay Administration Expenses And Litigation Funding Ahead Of “super Priority” Moratorium Debts

The High Court has determined that administrators can enter into litigation funding arrangements allowing funders to be repaid from litigation proceeds ahead of moratorium debts with "super priority" status, provided this aligns with the administration's purpose and the administrators' duties. This ruling addresses a critical question about the interplay between protected moratorium creditors and the practical realities of funding litigation in insolvency proceedings.
United KingdomInsolvency/Bankruptcy/Re-Structuring
Herbert Smith Freehills Kramer LLP
Herbert Smith Freehills Kramer LLP
Article

A Guide To Misfeasance Claims Against Directors

Directors of insolvent companies may face misfeasance claims when liquidators or administrators investigate potential misuse of company funds, breaches of fiduciary duties, or prioritizing personal interests over creditors. Understanding the legal framework under section 212 of the Insolvency Act 1986, common allegations, and available defenses is crucial for directors navigating these serious investigations that can result in personal liability and disqualification.
United KingdomInsolvency/Bankruptcy/Re-Structuring
Weightmans LLP
Weightmans LLP
Article

Mental Health Moratorium Fails To Block Receiver Sale

The High Court has clarified the interaction between mental health crisis moratoriums under the Debt Respite Scheme and secured lending enforcement. When property security covers a company's debt rather than an individual's personal liability, receivers can proceed with sales despite the moratorium. This decision provides crucial guidance for insolvency practitioners and lenders navigating the complex intersection of mental health protections and security enforcement.
United KingdomInsolvency/Bankruptcy/Re-Structuring
Mills & Reeve LLP
Mills & Reeve LLP
Article

Trump Administration Announces New Enforcement Actions Against Employers In H-1B And PERM Fraud Probes

The Trump Administration has launched an unprecedented investigation into H-1B visa and PERM labor certification programs, with the Department of Labor's Office of Inspector General issuing dozens of subpoenas and suspending employers' ability to process applications. Federal agencies are deploying new enforcement tools including whistleblower programs and criminal prosecution threats...
United StatesImmigration
Mayer Brown
Mayer Brown
Article

AI Regulation In Singapore And Hong Kong: A Mid-Year Checkpoint

Singapore and Hong Kong continue to regulate artificial intelligence through existing laws and voluntary frameworks rather than comprehensive AI statutes, but the first half of 2026 has brought sharper emphasis on practical controls including agentic AI governance, assurance and testing, financial-sector oversight and cyber resilience. Both jurisdictions are building concrete expectations around risk management, transparency, human accountability and operational safeguards while avoiding horizontal AI legis
GlobalStrategy
Mayer Brown
Mayer Brown
Article

SEC Staff Statement On Fair Value Measurement And Disclosure Considerations For Private Assets

The SEC Staff has issued new guidance addressing fair value measurement and disclosure practices for private credit and other illiquid assets held by registered funds and business development companies. As private credit portfolios have grown nearly 60% since 2020, reaching $270 billion, regulators emphasize the critical importance of robust valuation methodologies, transparent disclosure of significant judgments, and careful application of accounting standards when market prices are unavailable.
United StatesAccounting and Audit
Mayer Brown
Mayer Brown
Article

Russia/Ukraine Sanctions Update - Month Of August 2026

This monthly update tracks the latest developments in Russia/Ukraine sanctions across US, EU, and UK jurisdictions, covering new designations, general license extensions, legislative proposals, and enforcement actions. The update also examines Russia's countermeasures, including shadow fleet expansion and legal restrictions on foreign investors, while highlighting international coordination efforts by Switzerland, Canada, and New Zealand.
GlobalInternational Law
Mayer Brown
Mayer Brown
Article

DOL Announces New Enforcement Policy For Mental Health Parity Nonquantitative Treatment Limitation Requirements

The US Department of Labor has issued new guidance establishing a streamlined framework for enforcing mental health parity requirements under MHPAEA, focusing enforcement on three priority areas while maintaining nonenforcement of controversial 2024 rule provisions. This guidance aims to reduce compliance burdens on plan sponsors while ensuring participants maintain access to mental health and substance use disorder benefits comparable to medical and surgical coverage.
United StatesEmployment and HR
Mayer Brown
Mayer Brown
Article

European Union Adopts 21st Package Against Russia & Parallel Sanctions On Belarus

The European Union has adopted its 21st package of sanctions against Russia and Belarus, significantly expanding restrictions across finance, energy, crypto, and military-industrial sectors. This comprehensive package introduces 218 new designations, freezes the oil price cap, imposes stricter LNG controls, and closes loopholes while reinforcing measures to discourage third-party sanctions evasion. The sanctions also strengthen protections for EU operators and facilitate business exits from Russia.
European UnionInternational Law
Mayer Brown
Mayer Brown
Article

DOL Announces Enforcement Actions Against Employers In H-1B And PERM Fraud Probe

The Trump Administration has launched an unprecedented enforcement action suspending permanent labor certification processing for eight major employers, linking immigration sponsorship to layoff histories and recruitment practices. This development signals a fundamental shift in how the government evaluates employer access to H-1B and green card programs, with investigations already underway and subpoenas served.
United StatesEmployment and HR
Mayer Brown
Mayer Brown
Article

EU AI Act News: Digital Omnibus On AI, New Guidance On Risk Classification, GPAI, And Transparency Obligations

The European Union's Artificial Intelligence Act continues to evolve with significant regulatory updates that reshape compliance timelines and clarify key obligations. Recent developments include the Digital Omnibus on AI, which extends implementation deadlines for high-risk systems and introduces new prohibitions on harmful AI applications, alongside comprehensive guidance from the European Commission on classification criteria, transparency requirements, and general-purpose AI model obligations.
European UnionIntellectual Property
Mayer Brown
Mayer Brown