43-465: Waterford Wedgwood plc was an Irish holding company for a group of firms that specialized in the manufacture of high-quality porcelain , bone china and glass products, mostly for use as tableware or home decor. The group was dominated by Irish businessman Tony O'Reilly and his family, including his wife Chryss Goulandris and her family, with the two families together having invested hundreds of millions of euros in it. The group's financial record
86-641: A statute , financing agreement, or court order . The receiver may: Several regulatory entities have been granted power by the Congress to place banking and financial institutions into receivership like the Office of the Comptroller of the Currency for failing nationally chartered commercial banks ; the Office of Thrift Supervision for failing savings and loan associations (thrift institutions); and
129-409: A creditor can enforce security against a company's assets in an effort to obtain repayment of the secured debt. It used to be the most popular method of enforcement by secured creditors , but recent legislative reform in many jurisdictions has reduced its significance considerably in certain countries. Administrative receivership differs from simple receivership in that an administrative receiver
172-453: A former CEO, and of further directors on the 8th and 9th, and the departure of John Foley, the Board of Directors comprises the below. All resigning directors have also resigned from subsidiary boards. Up to 5 January 2009, the Board of Directors comprised the below, many having served for a decade or more: On 5 January 2009, following years of financial problems at the group level, and after
215-415: A new company and keeps majority shares with itself, and invites other companies to buy minority shares, it is called a parent company. A parent company could simply be a company that wholly owns another company, which is then known as a " wholly owned subsidiary ". Receivership In law , receivership is a situation in which an institution or enterprise is held by a receiver – a person "placed in
258-527: A parent company material influence if they are the largest individual shareholder or if they are placed in control of the running of the operation by non-operational shareholders.) In the United Kingdom, the term holding company is defined by the Companies Act 2006 at section 1159. It defines a holding company as a company that holds a majority of the voting rights in another company, or
301-583: A receivership scheme for the administration, by the insurance commissioner, of insurance companies found to be insolvent as set forth in the NAIC's Insurer Receivership Model Act." Some organizations have come into existence on the state level to alter the proceedings. An example is the California Receivers Forum, which is a non-profit organization "formed by interested receivers, attorneys, accountants, and property managers, with support from
344-555: A share placement failed during the 2007–2008 financial crisis , Waterford Wedgwood was placed into administration on a "going concern" basis, with 1800 employees remaining. On 27 February 2009, Waterford Wedgwood's receiver , Deloitte , announced that the New York–based private equity firm KPS Capital Partners had purchased "certain Irish and UK assets of Waterford Wedgwood and the assets of several of its Irish and UK subsidiaries" in
387-406: A situation likely to remain common for some years. Enforcement is also a significant aspect of the situations where administrative receivership is still permitted; for example, the ability to take control of the entirety of the assets is important in structuring insolvency-remote special purpose companies that issue securities or operate infrastructure projects. In common law jurisdictions outside of
430-510: A transaction expected to be completed in March. KPS Capital Partners placed Wedgwood into a group of companies known as WWRD, an acronym for "Waterford Wedgwood Royal Doulton". In May 2015, Fiskars , a Finnish maker of home products, agreed to buy 100% of the holdings of WWRD. On 2 July 2015, the acquisition of WWRD by Fiskars Corporation was completed, including the brands Waterford, Wedgwood, Royal Doulton, Royal Albert and Rogaška. The acquisition
473-440: A very powerful remedy, but it came to be considered unsatisfactory in that it was entirely a creature of the contract between the creditor and the borrower. There was no general ability on the part of the borrower or any other party to review the actions of the receiver (who would generally be acting on behalf of the borrower under the security document) or seek the supervision of the court. A general review of UK insolvency law in
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#1732780314819516-643: Is a member of another company and has the right to appoint or remove a majority of its board of directors, or is a member of another company and controls alone, pursuant to an agreement with other members, a majority of the voting rights in that company. After the financial crisis of 2007–2008 , many U.S. investment banks converted to holding companies. According to the Federal Financial Institutions Examination Council 's website, JPMorgan Chase , Bank of America , Citigroup , Wells Fargo , and Goldman Sachs were
559-411: Is an accountant with considerable experience of insolvency matters. The common law has long recognised the concept of a receiver. Following development of the floating charge , creditors were effectively able to take security over a company's entire business by means of a floating charge over the undertaking. Security documents generally contained very wide powers of appointment such that on default
602-442: Is appointed over all of the assets and undertakings of the company. This means that an administrative receiver can normally only be appointed by the holder of a floating charge . Because of this unusual role, insolvency legislation usually grants wider powers to administrative receivers, but also controls the exercise of those powers to try to mitigate potential prejudice to unsecured creditors . Typically, an administrative receiver
645-478: Is defined by Part 1, Section 5, Subsection 1 of the Companies Act, which states: 5.—(1) For the purposes of this Act, a corporation shall, subject to subsection (3), be deemed to be a subsidiary of another corporation, if — In the United Kingdom, is generally held that an organisation holding a 'controlling stake' in a company (a holding of over 51% of the stock) is in effect the de facto parent company of
688-588: The Enterprise Act 2002 . The administration regime was changed to make it more attractive, but also barred the right to appoint administrative receivers in any security created after 15 September 2003 (subject to certain specific exceptions). Any attempt to do so takes effect as a power to appoint an administrator. Administrative receivership still forms part of modern insolvency practice. Companies that get into financial difficulty today may well have security packages that were created before 15 September 2003,
731-595: The Federal Housing Finance Agency (FHFA) for government-sponsored enterprises (GSEs) such as Fannie Mae , Freddie Mac , and the 11 Federal Home Loan Banks . Most individual states also have granted receivership authority to their own bank regulatory agencies and insurance regulators. State Insurance Departments are accredited by the National Association of Insurance Commissioners (NAIC)—which states, "State law should set forth
774-539: The Los Angeles Superior Court , to address the needs and concerns of receivers, to facilitate communication between the receivership community and the courts, and to assist in raising the level of professionalism of receivers..." The California Receivers Forum reports five local affiliates in the state: Bay Area, Central California, LA/Orange County, Sacramento Valley and San Diego. Court-appointed receivers are "the most powerful and independent of
817-481: The broadcast licenses to reflect this, resulting in stations that are (for example) still licensed to Jacor and Citicasters , effectively making them such as subsidiary companies of their owner iHeartMedia . This is sometimes done on a per- market basis. For example, in Atlanta both WNNX and later WWWQ are licensed to "WNNX LiCo, Inc." (LiCo meaning "license company"), both owned by Susquehanna Radio (which
860-442: The shareholders , and can permit the ownership and control of a number of different companies. The New York Times uses the term parent holding company . Holding companies can be subsidiaries in a tiered structure . Holding companies are also created to hold assets such as intellectual property or trade secrets , that are protected from the operating company. That creates a smaller risk when it comes to litigation . In
903-842: The 1980s began with the Cork Report and culminated in the Insolvency Act 1986 . It put forward two major reforms. First, it put the receiver and manager on a statutory footing: a receiver appointed to all or substantially all of a company's property was now an administrative receiver and subject to some statutory responsibilities. Second, it introduced an " administration order " as an equivalent process to administrative receivership – but available to any company by court order independent of any particular security arrangement. The UK Parliament expected that companies and creditors would use administration in preference to administrative receivership. Crucially, however, Parliament had conceded in
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#1732780314819946-497: The Insolvency Act that administrative receivership should have priority – that is, a secured creditor with a floating charge could defeat any attempt to commence an administration by appointing an administrative receiver. As a result, administration was not as popular as lawmakers had envisaged, and secured creditors habitually appointed administrative receivers to enforce security rights. Parliament took more drastic action in
989-459: The New York–based private equity firm KPS Capital Partners had purchased "certain Irish and UK assets of Waterford Wedgwood and the assets of several of its Irish and UK subsidiaries." 176 out of the threatened 480 jobs were saved, although the deal did not include the Waterford site. Following the resignations on 5 January 2009 of the chairman, Senior Independent Director, Lady O'Reilly and
1032-446: The United Kingdom, administrative receivership remains popular. A number of offshore jurisdictions market transaction structures to banks on the basis that they still retain the freedom to appoint administrative receivers in those jurisdictions. Because of their unique role, insolvency legislation usually confers wide powers on administrative receivers under applicable insolvency law, which is usually concurrent with powers granted under
1075-509: The United States, 80% of stock, in voting and value, must be owned before tax consolidation benefits such as tax-free dividends can be claimed. That is, if Company A owns 80% or more of the stock of Company B, Company A will not pay taxes on dividends paid by Company B to its stockholders, as the payment of dividends from B to A is essentially transferring cash within a single enterprise. Any other shareholders of Company B will pay
1118-423: The conduct of executive agencies that fail to comply with constitutional or statutory obligations to populations that rely on those agencies for their basic human rights . Receiverships can be broadly divided into two types: Receiverships relating to insolvency are subdivided into two further categories: administrative/equity receivership, where the receiver is granted wide management powers over all or most of
1161-401: The creditor could take over the business immediately and without the input of any court. A receiver appointed to the entire business became known as a receiver and manager . The receiver and manager would typically have extensive powers over the business, including the power to sell it at a time and on terms that suited the appointing creditor. The ability to appoint a receiver and manager was
1204-501: The custodial responsibility for the property of others, including tangible and intangible assets and rights" – especially in cases where a company cannot meet its financial obligations and is said to be insolvent . The receivership remedy is an equitable remedy that emerged in the English chancery courts , where receivers were appointed to protect real property. Receiverships are also a remedy of last resort in litigation involving
1247-431: The firm, having overriding material influence over the held company's operations, even if no formal full takeover has been enacted. Once a full takeover or purchase is enacted, the held company is seen to have ceased to operate as an independent entity but to have become a tending subsidiary of the purchasing company, which, in turn, becomes the parent company of the subsidiary. (A holding below 50% could be sufficient to give
1290-458: The first body) is a subsidiary of another body corporate if, and only if: Toronto-based lawyer Michael Finley has stated, "The emerging trend that has seen international plaintiffs permitted to proceed with claims against Canadian parent companies for the allegedly wrongful activity of their foreign subsidiaries means that the corporate veil is no longer a silver bullet to the heart of a plaintiff's case." The parent subsidiary company relationship
1333-605: The five largest bank holding companies in the finance sector, as of December 2013 , based on total assets. The Public Utility Holding Company Act of 1935 caused many energy companies to divest their subsidiary businesses. Between 1938 and 1958 the number of holding companies declined from 216 to 18. An energy law passed in 2005 removed the 1935 requirements, and has led to mergers and holding company formation among power marketing and power brokering companies. In US broadcasting , many major media conglomerates have purchased smaller broadcasters outright, but have not changed
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1376-455: The following requirements are met: A parent company is a company that owns enough voting power in another firm (or subsidiary ) to control management and operations by influencing or electing its board of directors . The definition of a parent company differs from jurisdiction to jurisdiction, with the definition normally being defined by way of laws dealing with companies in that jurisdiction. When an existing company establishes
1419-608: The heavily indebted firm had failed to find a buyer. Union members organized and occupied the Dublin offices lobby and the Kilbarry Plant protesting the withdrawal of credit lines by The Bank of America and threatened 480 redundancies. Their aim, according to blogger, Fiona Harrington "to either have the company nationalised, or to maintain it as a going concern until a buyer can be found." On 27 February 2009, Waterford Wedgwood's receiver, David Carson of Deloitte , announced that
1462-424: The judicially appointed managers." Unlike special masters and monitors, "the receiver completely displaces the defendants: the receiver makes large and small decisions, spends the organization's funds, and controls hiring and firing determinations." Examples of court-appointed receivers include: Administrative receivership is a procedure in the United Kingdom and certain other common law jurisdictions whereby
1505-455: The previous year. On 2 April 2008, the CEO, Peter Cameron (previously COO, and prior to that CEO of acquisition All-Clad), resigned, and was replaced by David Sculley . Operational costs were reduced, with around 4,000 jobs removed or in the process of being removed between early 2005 and late 2008. In October 2008, the shares fell to .001 euro cent. Following the failure of the 2008 share issue and
1548-419: The property of a business, and other receiverships (sometimes misleadingly called fixed charge receiverships ) where the receiver has limited control over specific property, with no broader powers beyond managing or selling the individual asset. Receivers are appointed by either a government regulator, privately, or a court. The receiver's powers "flow from the document(s) underlying his appointment" – i.e.,
1591-567: The range of Wedgwood brands, and English Royal Doulton. The group also licensed its brands to other companies. Private investment company Oak Point Partners acquired the remnant assets, consisting of any known and unknown assets that weren't previously administered, from the Waterford Wedgwood USA, Inc., et al., Bankruptcy Estates on 8 December 2017. Sales for the year to 5 April 2008 were €671.8 million, down 9.4% year-on-year. Losses were €231.1 million, up from €71.3 million in
1634-709: The subsequent defaulting of bank covenants by the company in December 2008, Tony O'Reilly Jr stated in January 2009 that the company was in advanced negotiations with a US private equity company concerning a rescue package, which would result in the bulk of the company's production moving away from the UK and Ireland to Indonesia (where the company already has some production facilities. On 5 January 2009, David Sculley, chief executive officer of Waterford Wedgwood PLC, announced that Waterford Wedgwood had been put into receivership after
1677-499: The usual taxes on dividends, as they are legitimate and ordinary dividends to these shareholders. Sometimes, a company intended to be a pure holding company identifies itself as such by adding "Holding" or "Holdings" to its name. The parent company–subsidiary company relationship is defined by Part 1.2, Division 6, Section 46 of the Corporations Act 2001 (Cth) , which states: A body corporate (in this section called
1720-446: Was acquired by Fiskars , a Finnish consumer goods company. The company was founded in 1987 through the merger of Waterford Crystal and Wedgwood, to create an Ireland-based luxury brands group. The firm traced its heritage to the 1780s. The group's constituent companies were Waterford Crystal, with brands including Waterford , Marquis by Waterford and a number of Waterford-designer cooperations, Wedgwood (Josiah Wedgwood and Sons), with
1763-641: Was approved by the US antitrust authorities. Holding company A holding company is a company whose primary business is holding a controlling interest in the securities of other companies. A holding company usually does not produce goods or services itself. Its purpose is to own stock of other companies to form a corporate group . In some jurisdictions around the world, holding companies are called parent companies , which, besides holding stock in other companies, can conduct trade and other business activities themselves. Holding companies reduce risk for
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1806-474: Was later sold to Cumulus Media ). In determining caps to prevent excessive concentration of media ownership , all of these are attributed to the parent company, as are leased stations , as a matter of broadcast regulation . In the United States, a personal holding company is defined in section 542 of the Internal Revenue Code . A corporation is a personal holding company if both of
1849-500: Was mixed, and significant cost-cutting had been ongoing for many years. In 2009, parts of the group, including the main Irish and UK operations, were placed into receivership and acquired by KPS Capital Partners , a New York–based private equity firm . Waterford Crystal and Wedgwood , along with Royal Doulton and other brands, were transferred to a new company named WWRD Holdings Limited (with WWRD as an acronym for 'Waterford Wedgwood Royal Doulton'). In July 2015, WWRD Holdings
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