On 30 March, the Council gave the final stamp to a new EU Directive harmonising key aspects of insolvency rules across the EU. The law will make the EU business environment more attractive to cross-border investors by reducing the complexity of different national insolvency rules. This is an important step towards more efficient and integrated European capital markets that are crucial to the EU’s competitiveness.
Report by Emmanuelle Inacio, INSOL Europe Chief Technical Officer
 
The EU common rules for insolvency proceedings include measures for:

• Avoidance action: challenge transactions made by the debtor before the start of the bankruptcy procedure, thus protecting the insolvency estate against the illegitimate removal of assets.
• Tracing assets: allow authorities, at the request of insolvency practitioners, to search bank account registers across the EU to identify assets of insolvent companies.
• Pre-pack proceedings: enable the sale of a company in financial difficulty to be negotiated before the opening of formal proceedings and executed shortly after, while maintaining contracts which are essential for the continuation of the business.
• Directors’ duties: require directors to file for insolvency within three months of financial distress, helping maximise recovery for creditors while allowing flexibility if alternative measures protect creditors equally.
• Creditors’ committees: strengthen the involvement of individual creditors in the proceedings.
• Transparency: require each country to publish clear factsheets on its insolvency laws, which will be made available on the EU’s e-Justice portal.

 
Next steps 
Member states will have two years and nine months to transpose the directive into national law.
 
More information here

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CNAJMJ International Conference co-labelled by INSOL Europe with the participation of Université Paris 1 Panthéon-Sorbonne - When insolvency law meets environmental issues - 23 March 2026, Paris, France
Report by Emmanuelle Inacio, INSOL Europe Chief Technical Officer

Our Council member Christophe Thevenot (Thevenot Partners / TRIP Group Co-Chair, France) - who is the past president of the CNAJMJ (body representing the restructuring and insolvency practitioners in France with whom INSOL Europe has a cooperation agreement) - organised on 23 March in Paris a one-day conference co-labelled by INSOL Europe with the support of the University Paris I Panthéon Sorbonne.

This one-day hybrid event taking place in the splendid premises of the Paris Commercial Court, attracted 90 delegates and 40 online participants from EU jurisdictions and abroad as Albania, Arabie Saoudite, Brazil, Canada, Colombie, République Démocratique du Congo, India, Israël, Moldova, Oman, Russia, Singapour Switzerland, UK, and United States.

President Patrick Sayer (Tribunal des activités économiques de Paris) set the intellectual tone by mapping the fundamental tension between economic and ecological public policy within insolvency proceedings. He traced the legislative trajectory that led to the introduction of the environmental privilege, now ranked sixth in order of priority under the Loi Industrie Verte of 2023, and examined its practical implications alongside the growing impact of the CSRD Directive on the assessment of going concern, workforce preservation, and the viability of restructuring plans. He closed by advocating for the development of third-party funding mechanisms and for robust international harmonisation under the auspices of UNCITRAL, as essential tools to prevent ecological forum shopping.

CNAJMJ President Florence Tulier-Polge, INSOL Europe President Frances Coulson and UNCITRAL Secretary Anna Joubin-Bret addressed their respective opening remarks.

Prof. Janis Sarra (University of British Columbia (UBC), Peter A. Allard School of Law and Canada Climate Law Initiative) brought a distinctly macro perspective to the discussion. She mapped the systemic risks that climate change and biodiversity loss now pose to credit markets, the insurance sector, and insolvency frameworks alike, before turning to the normative tools being developed in response: the evolving IFRS Sustainability Standards, corporate transition plans, and the proliferation of green taxonomies across jurisdictions. Drawing these threads together, Janis made a compelling case for the deliberate and structural "greening" of insolvency law, not as an aspiration, but as an urgent regulatory necessity.

The first panel session titled “The relationship between environmental concerns and insolvency law” was moderated by Cristiano Martinez (Banca d’Italia, Italy) and featured as panellists Prof. Irit Mevorach (University of Warwick, UK), Prof. Julien Théron (Université Paris I – Panthéon Sorbonne, France), Annaëlle Paulian (Université Paris I – Panthéon Sorbonne, France), Prof. Gérard Jazottes (Université Toulouse Capitole, France) and Justice Raquel Agnello KC (Insolvency and Companies Court, England).

This panel explored the integration of the ecological imperative into insolvency and restructuring law at both national and international levels. In France, environmental public policy (ordre public environnemental) permeates collective insolvency proceedings through the environmental privilege and the preservation of regulatory enforcement powers while the CSRD Directive and the IFRS Sustainability Standards are rendering non-financial compliance legally enforceable and increasingly influential in the assessment of going concern. Market-based mechanisms, including third-party funding and specialist funds, are facilitating decontamination and securing asset disposals. In England where environmental considerations carry de facto primacy, the Official Receiver plays a central role, and moratorium provisions serve the public interest, highlights the need for harmonisation through UNCITRAL, with a view to preventing ecological forum shopping and embedding environmental public interest considerations into cross-border insolvency. Creditor interest and public interest can converge, provided that insolvency and restructuring frameworks systematically internalise environmental costs and obligations within both reorganisation and liquidation processes.

The second panel session moderated by Judge Elsbeth De Vos (District court of Amsterdam, the Netherlands) questioned “How can environmental protection be integrated into insolvency proceedings?” to panellists Prof. Stephan Madaus (Martin Luther University Halle-Wittenberg, Germany), Judge Constance Marécheau (Ministry of Justice, Directorate of Civil Affairs – DACS, France), Pablo Castanon (ASTEREN, France) and Judge Flavius Motu (Cluj Specialised Court, Romania).

French, Romanian, and German experts compared how insolvency systems handle environmental liabilities. France and Romania impose significant duties on insolvency practitioners and courts to address cleanup and compliance. Germany largely acknowledges that, absent funds, the state pays and administrators can abandon polluted sites. All agreed that valuation uncertainty, scarce funds, and creditor ranking limit effective remediation, with debate on how reorganization plans can better secure environmental outcomes. France integrates environmental compliance as a de facto condition for plan approval. Romania relies on creditor voting with judges doing legality checks, treating environmental compliance as a prerequisite. Germany allows restructuring of legacy environmental claims and proposes funding/priority innovations but lacks explicit environmental tests. The group debated improving prioritisation, funding mechanisms, and potential EU-level minimum harmonization.

The obligations of directors and parent companies in the event of imminent insolvency were discussed by the third panel session moderated by Christel Dumont (Dentons, Luxembourg) with panellists Florian Bruder (DLA Piper, Germany), Prof. Irit Mevorach (University of Warwick, UK), Prof. Sheila Neder Cerezetti (Faculdade de Direito da universidade de São Paulo, Brazil) and Romain Dumont (Université Paris I – Panthéon Sorbonne).

This panel discussion examined the obligations of directors, shareholders, and parent companies when a firm nears insolvency while facing environmental risks. Current legal frameworks, primarily designed to protect creditors, often fail to prevent or remedy environmental damage, leaving the cleanup costs to be borne by taxpayers. The discussion explored potential reforms across various jurisdictions (UK, Brazil, Germany, France) and within international bodies like UNCITRAL. Key proposals were extending directors’ duties to include environmental protection, holding parent companies liable for their subsidiaries’ actions (as seen in Brazil’s “indirect polluter” concept), and integrating environmental assessments into insolvency proceedings. However, panelists highlighted significant challenges, including strategic corporate structuring to isolate liabilities, conflicting international laws, and the difficulty of legal harmonisation. The consensus pointed toward modernising existing legal guides, strengthening cross-border cooperation, and finding creative, consensus-driven solutions rather than attempting a complete overhaul of substantive law.

The last panel session focused on “Cross-border aspects – What role can UNCITRAL play?”. Hon. Judge and former associate Professor Jean-Luc Vallens moderated the panel composed of Hon. James Peck who serves as International Judge of the Singapore International Commercial Court, Miha Zebre, European Commission’s DJ JUST Legal and Policy Officer, Prof. Janis Sarra (University of British Columbia (UBC), Peter A. Allard School of Law and Canada Climate Law Initiative) and Judge Constance Marécheau (Ministry of Justice, Directorate of Civil Affairs – DACS, France).

The discussion broadened to the international level, focusing on UNCITRAL. Jean-Luc framed the challenge of “greening” insolvency law, which traditionally prioritises commercial creditors. Janice Sarra argued that UNCITRAL’s core principles of fairness and cooperation could be modernised. She proposed introducing an “environmental voice” in proceedings and creating a rebuttable presumption for liquidation if a restructuring plan ignores environmental harm. James Peck confirmed that courts can cooperate across borders but pointed out that insolvency law’s focus on individual entities, not entire corporate groups, is a fundamental limitation. He stressed that perverse incentives in corporate structuring, designed to shield assets from liabilities, are a primary obstacle.

The complexities of harmonising laws were further explored. Panellists detailed the direct conflict within the EU between the EIR (favouring a single governing law) and the Rome II Regulation (favouring the law where damage occurred). This creates uncertainty, as the priority of an environmental claim depends entirely on where the main insolvency proceeding is opened.
Given the immense difficulty of harmonising substantive law, panellists suggested that UNCITRAL should focus on more pragmatic goals, such as creating guides for asset tracing across jurisdictions.

In the concluding session, there was a consensus on the need to update the 20-year-old UNCITRAL Legislative Guide on Insolvency Law to address modern environmental issues. However, there was debate on whether the guide or a new model law on conflict of laws would be more effective. The concluding remarks emphasized the risk of companies using insolvency to evade responsibility, leaving the public to pay. The panel agreed that any reform must be predictable and consensus-driven, with a practical approach being to integrate environmental obligations as criteria for approving company rescue plans. The discussion ended by acknowledging the profound difficulty of the issues, especially with “no-fault” liabilities arising from new scientific knowledge but stressed the necessity of finding a path forward through international cooperation and targeted, creative legal tools

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On 18 March, the European Commission presented its proposal for 'EU Inc.', a new single set of corporate rules, building the cornerstone and starting point for the EU's 28th regime. EU Inc. is an optional, digital-by-default European corporate framework. It will make it easier for businesses to start, operate and grow across the EU – incentivising them to stay in Europe, and encourage those who once looked elsewhere to return.
Report by Emmanuelle Inacio, INSOL Europe Chief Technical Officer

Main features of EU inc. include:

• Faster registration: Entrepreneurs, founders, and companies will be able to found an EU Inc. company within 48 hours, for less than €100 and with no minimum share capital requirements.
• Simpler procedures: EU Inc. companies will only need to submit their company information once, via an EU-level interface connecting national business registers together. In a second step, the Commission will establish a new central EU register. EU Inc. companies will obtain their tax identification and VAT numbers without having to resubmit paperwork.  
• Fully digital operations: Corporate processes will be digital by default throughout a company's lifecycle.
• Helping founders restart faster and cheaper: EU Inc. companies will have access to fully digital liquidation procedures. Innovative startups will have access to simplified insolvency procedures to facilitate the winding down of operations. This enables founders to try and test innovative ideas and start again if needed.
• Better conditions to attract investment: Today's proposal will remove in-person formalities, provide digital procedures for financing operations, and simplify the transfer of shares. There will be no more mandatory involvement of intermediaries for share transfers, and liquidation procedures. The proposal will also allow Member States to give EU Inc. companies access to the stock exchange.
• Better means to attract talents: EU Inc. companies will be able to set up EU-wide employee stock option plans. The stock option will only be taxed on the income generated once it is sold. This is a crucial factor in ensuring attractiveness, particularly for innovative startups.
• Full access to the Single Market: EU Inc. companies will be free to choose the Member State in which they incorporate. The proposal includes a blacklist of prohibited practices to ensure that EU Inc. companies are treated the same way as any other national companies.
• Strong safeguards against abuse: National employment and social laws are not affected by the proposal. They will apply to EU Inc. the same way they apply to any other business under national company law. The applicable safeguards of the Member State of registration will apply in full to the EU Inc. company, including when it comes to rules regarding co-determination.  
• Flexibility of shares: EU Inc. companies will have the flexibility to create different classes of shares with varying economic or voting rights. This can, for example, help founders protect their business against hostile takeovers.

Next steps
The EU Inc. proposal will now be discussed by the European Parliament and the Council. The Commission will do its utmost to support the co-legislators in this respect with the clear objective to reach an agreement by end of 2026.

More information here

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Groups of Companies Under Pressure! - Friday 6 March 2026, Brussels, Belgium
Report by Emmanuelle Inacio, INSOL Europe Chief Technical Officer

The INSOL Europe & Réseau Cap One-Day seminar held exclusively in person in Brussels on 6 March 2026, in partnership with the French speaking editor Anthemis & the Dutch speaking editor LeA, offered an in-depth and practice-oriented analysis of restructuring and insolvency of groups of companies in a cross-border context, combining legal doctrine, regulatory developments and hands-on experience.

The event that took place at the sumptuous venue, Palais des Académies, attracted over 60 delegates participating enthusiastically, contributing views from a range of jurisdictions including Austria, Belgium, France, Germany, Ireland, Lithuania, Luxembourg, Malta, Moldova, the Netherlands and the UK

Our Council member Bart De Moor (Strelia, Belgium) and member Cédric Alter (Janson, Belgium) - who is also the president of Réseau Cap (association representing French speaking professionals involved in restructuring) with whom INSOL Europe has a cooperation agreement - welcomed warmly the delegates. The INSOL Europe Immediate Past President Alice van der Schee presented our association and highlighted the importance of making restructuring and insolvency of groups of companies more practical and effective.

The keynote speech was delivered in person by Ondřej Vondráček, Legal and Policy Officer of the European Commission’s (EC) DG JUST Civil Unit. For the last decade, the EU’s legislative focus was on harmonising substantive restructuring and insolvency laws (e.g., Directive on Restructuring and Insolvency of 2019) before tackling jurisdiction rules. A new Directive harmonising certain aspects of insolvency is nearing final adoption. The focus will shift back to private international law, with a major report on the European Insolvency Regulation (EIR) planned for 2027 to guide future work on groups. The EC is open to new ideas for this review and is actively reading academic and professional publications for inspiration. A new, optional “28th regime” (an EU corporate law framework) will be proposed, but it will not include a comprehensive EU insolvency code.

A first panel session titled “When Group Structures Are Put to the Test” was led by Cédric Alter and featured panellists Christel Dumont (Dentons, Luxembourg) and Sid Pepels (Jones Day, the Netherlands). Sid Pepels outlined the fundamental tension in corporate groups: legal separateness for risk management versus economic interdependence. He highlighted the Dutch “WHOA” law, a private proceeding outside the EU Insolvency Regulation that allows a single entity to restructure debt for an entire group. Providing a perspective from Luxembourg, Christel Dumont discussed the risks of financial integration through cross-guarantees and contrasts Luxembourg’s strict approach to reorganisation proceedings with the more flexible Dutch model. Cédric Alter focused on the legal risks of cash pooling, citing a recent Belgian court case holding directors personally liable for prioritising group interests over an individual company’s survival.

Bart De Moor, chairing the second panel, introduced the concept of the “Anatomy of Groups of Companies.” He argued that groups are formed to fragment risk while maintaining central control, and this structure dictates director liabilities, especially as the definition of “corporate interest” shifts during insolvency to prioritise the entity’s survival. The panellist Isabelle Vincent (Simmons & Simmons, France) explained the paradoxical legal status of corporate groups in French law, which lacks a unified definition. She detailed risks like the extension of insolvency proceedings to the entire group, co-employment liability, and director liability, noting that French courts are becoming more pragmatic. The panellist Gregory Minne (Arendt, Luxembourg) explained the “double Luxco” structure, a sophisticated mechanism using two Luxembourg holding companies to create a robust share pledge that remains enforceable even if the debtor enters insolvency proceedings in another EU jurisdiction with a stay on enforcement.

The third panel questioned “Groups as a Unit: Myth or Reality?” and featured Ivan Verougstraete (Supreme Court, Belgium), Will Gunston (Osborne Clarke, UK) and Michael Thierhoff (Forvis Mazars, Germany). From the English law perspective, corporate groups are legally comprised of separate entities, yet regulators and tax regimes sometimes treat them collectively. Liability can reach parents through narrow veil-piercing (evasion), tort duties, and insolvency doctrines (wrongful trading, shadow directorship, preferences, transactions at undervalue). Group insolvency practice varies; England emphasizes single-entity procedures with coordinated appointments. Germany allows procedural consolidation under one court/administrator but rejects substantive consolidation. Belgium highlights judicial pragmatism and occasionally integrates assets/debts in exceptional cases and supports contractual multi-debtor arrangements.

The last panel focused on “One Group, Multiple Proceedings: From Fragmentation to Coordination” with Sid Pepels (Jones Day, Netherlands) and Alexandra Szekely (Le 16 Law, France). Cross-border cooperation under the EU Insolvency Regulation (EIR) mandates practitioner cooperation, but undefined efficiency standards, exceptions, and weak enforcement hinder practice. Protocols can coordinate asset sales (Nortel) but often fail on distribution; proposals include reframing coordinators as service providers, exploring coordinated appointments, and extending synthetic secondary proceedings to groups, while guarding against COMI manipulation and forum shopping.

The day was concluded with an exclusive guided tour of the Palais de Justice by Bart De Moor, offering participants a rare behind-the-scenes insight into one of Brussels’ most distinguished judicial landmarks.

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The sixty-seventh session of UNCITRAL Working Group V (Insolvency Law) was held in Vienna from 8 to 10 December 2025, with INSOL Europe participating as an observer. INSOL Europe Council member Florian Bruder (DLA Piper) reports.

The session followed the completion of the project on asset tracing and recovery in insolvency proceedings and the adoption of the “toolbox” by the UNCITRAL Commission in July 2025. The Working Group continued its consideration of a draft model law on applicable law in insolvency proceedings and its accompanying draft guide to enactment, focusing in particular on the treatment of set-off, rights in rem, the interplay between insolvency proceedings and foreign litigation and arbitration.

The Working Group resumed consideration of the treatment of set-off under insolvency law. While some delegations preferred an alternative approach, the prevailing view favoured retaining the provision that set forth the application of the law of the State where the debtor had the COMI at the time of the claim giving rise to a set-off arises if deference to that law is necessary to protect the legitimate interests of the parties to the transaction. The Secretariat was requested to prepare additional drafting options along the lines suggested during the session. As to the appropriate level of judicial discretion regarding the application, delegations expressed divergent views.

The treatment of rights in rem generated extensive discussion as in the previous sessions. However, the Working Group now agreed that the provision should apply to all assets and consequently decided that the limitation to immovable property should be deleted. It was further agreed that an illustrative list might be included in the commentary and that enacting States could include domestic examples. Further, it was addressed that for assets not susceptible to localisation, the insolvency law of the State whose law governs the validity and effectiveness of the right in rem, as determined either by the private international law rules of the State in which the insolvency proceedings are commenced or by internationally accepted private international law rules. 

The provision concerning the interplay between insolvency proceedings and foreign litigation and arbitration also proved difficult. Delegations expressed divergent views regarding the appropriateness and scope of automatic stays, the interaction with arbitration agreements, whether the provision should be framed as an applicable law rule, and the duration of any stay. Accordingly, it remains under consideration, with competing drafting approaches still on the table.

Following the session, UNCITRAL convened a colloquium on 11–12 December 2025 concerning possible updates to the Guide to Enactment and Interpretation of the Model Law on Cross-Border Insolvency which was originally dating from 1997 and revised in 2013. The colloquium served as a forum for discussion. While the colloquium showed the relevance of an update to the Guide, any respective projects remain subject to further consideration by the Commission. 

In summary, the sixty-seventh session marked substantial progress but at the same time core issues — particularly the treatment of rights in rem and foreign litigation and arbitration — remain under deliberation. From a European perspective, all issues discussed are directly relevant and should be explored further in the context of the review of the European Insolvency Regulation and the further development of the international insolvency laws of the EU Member States.

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