The High Court’s decision in Re Eversholt Rail (365) Limited [2026] EWHC 101 (Ch) is a timely reminder that even the widest insolvency investigatory powers are not without limits.

 

The case arose from the liquidation of a classic project style special purpose vehicle. Eversholt Rail (365) Limited had no employees, no independent systems and, in practical terms, no documents of its own. Its directors were also directors of other companies in the group and all operational functions of the company were discharged by one of its sister companies under the terms of a services agreement; all records sat with that services company and its advisers. When the Liquidators arrived, the cupboard, metaphorically speaking, was bare.

The Liquidators took an ambitious approach in trying to get a hold of documents and information relating to the company. Relying on sections 235 (Duty to co-operate with office holder) and 236 (Inquiry into company’s dealings, etc) of the Insolvency Act 1986, they sought delivery up of effectively all documents relating to the company’s affairs, without meaningful limits as to scope or time.

The court memorably describes this as an attempt to see “everything forever”.

Both at first instance and on appeal, the Liquidators’ approach failed. The High Court confirmed that while reconstituting a company’s corporate knowledge is a legitimate purpose of sections 235 and 236, it is not a trump card. Office‑holders must still show that the material sought is reasonably required. Broad, unfocused requests, particularly where there has already been cooperation, will not pass that test.

 

In my view Ms Hilliard’s arguments fail. Liquidators have to establish a reasonable requirement for documents or information under both sections [235 and 236], and needed to do so in the present case. It may be that in some cases the circumstances are such that the liquidators can establish, on the facts, that their need to reconstitute the company’s knowledge justifies a very extensive “everything forever” disclosure because, on the facts, it is a reasonable requirement, but they must do more than point to the fact that someone has extensive knowledge that they want, they must establish a reasonable requirement for what they seek.

For those who act as liquidators or advise them, the practical message is clear. Liquidators need to articulate with care what they are investigating and why specific categories of information are necessary. “Because we don’t have it” is not enough. Conversely, corporates operating through SPVs and their advisers can take some comfort that insolvency processes are not a licence for unlimited disclosure fishing exercises.

The decision will resonate widely in the marketplace. It matters for any structure where assets, records and decision‑making are deliberately centralised away from the SPV itself and that should sound very familiar to anyone advising in project finance, infrastructure or structured finance across the UK and Northern Ireland.

This judgment underscores an important discipline point for both sides of insolvency investigations. While investigatory powers remain robust, they are not unlimited, with reasonableness continuing to be the overriding principle.

 

Although this is a decision of the English High Court and therefore not strictly binding in Northern Ireland, sections 235 and 236 of the Insolvency Act 1986 have close counterparts in Articles 199 and 200 of the Insolvency (Northern Ireland) Order 1989. Accordingly, while not binding authority, the case is likely to be treated as persuasive.

 

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While great care has been taken in the preparation of the content of this article, it does not purport to be a comprehensive statement of the relevant law and full professional advice should be taken before any action is taken in reliance on any item covered.