January 29, 2015 at 9:36 am #282Marican IncorporatedKeymaster
BUSINESS RESCUE AND FRANCHISING: ‘SINK OR SWIM’ – THE ART OF TREADING WATER.
A research report prepared by, Maria Vannucci, founder of Marican Incorporated and FranchiseBiz Rescue Team.
* Appointed Business Rescue Practitioner with CIPC
* Advanced Certified Business Rescue Practitioner (UNISA)
Copyright to FranchiseBiz Rescue Team and Marican Incorporated
This material is intended to be a guide only and no part of these materials are intended to be advice, whether legal or professional. You should not act solely on the basis of the information contained in these materials as parts may be generalized and may apply differently to different people and circumstances.
Further as laws change frequently, all practitioners, readers, viewers and users are advised to undertake their own research or to seek professional advice to keep abreast of any reforms and development in the law. To the extent applicable by law, FranchiseBiz Rescue Team division of Marican Incorporated and all staff, exclude liability of any loss or damage claims and expenses including but not limited to legal costs, indirect special or consequential loss or damage (including but not limited to negligence) arising out of the information in the materials. Where any law prohibits the exclusion of such liability, FranchiseBiz Rescue Team and Marican Incorporated limits its liability to the re-supply of the information
There are many advantages to starting a franchise in South Africa and this makes it a viable option for many people. The franchising sector in South Africa is starting to make an impact on markets.
The franchise sector has generated a turnover of R128 billion to our GDP and employs over 300 000 people. Our franchise system is over 400 yielding 23 000 franchise outlets with a growth rate of 13% per annum and a failure rate of 11%. (source: South African Franchise Statistics FASA)
With only 17 franchise business sectors, (in comparison to USA that has over 70), South Africa has a huge open gap for future development and growth.
Whilst most entrepreneurs and pioneers focus their attention on rolling out their innovations, very little care is taken to consider the affects what lies on the other side of the fence – Franchises who are in trouble and financially distressed.
Low consumer confidence, fickle consumer spending, unpredictable commodity costs, and tight credit markets are all causing distress throughout the franchise industry and infecting new stress into the franchisor-franchisee relationship. Faced with declining unit revenues and failing locations, franchisees have been looking to their franchisors and other creditors for help, and franchisors, perhaps more than ever, are being forced to consider creative options to help their franchisees survive one of the most challenging economic environments since the early 1930’s.
In the same token, troubled franchisees will expose the franchisor towards financial harm that could lead to a distressed circumstance. If South African franchise sector has a failure rate of 11%, the net result is 2 530 franchise outlets closed and 32 890 people unemployed.
Every distressed situation presents unique challenges for a franchisor, but the central question is almost always: ‘What should I do?’ It’s a simple but important question, and answering it incorrectly could cause irreparable damage to your brand.
In the break of dawn on the 1 May 2011, the New companies Act No 71 of 2008 (new Companies Act) was enforced providing an opportunity for companies that are trading under financially distressed circumstances, to apply for the temporary supervision of the company by a trained Business Rescue Practitioner, who would take over the management of the company affairs, business and property for an interim period.
The Act is applicable to franchisee and franchisor, each one’s rights being affected differently with harsh implications. Since the implementation of the new Companies Act, 769 have applied for business rescue of which 280 successfully filed to commence business rescue proceedings. However, no application filed is franchise related as yet.
It may be early days but taking a view into the international business rescue statistics in Australia:
- At least 40 franchisors failed between 1990 and 2005;
- Approximately 1090 franchisees and their families were directly affected;
- 11 500 people were unemployed;
- These failure affected creditors such as landlords, financiers and suppliers;
- Franchisors have been in the industry for over 14 years at the time of rescue;
- As a result of franchise failure, the franchisees experienced difficulty in trading on stand-alone mode resulting foreclosure;
- Franchisees and franchisors file for business rescue without warning in advance and therefore have no opportunity to make contingency plans;
- Inadequate franchise agreements not making provisions for business rescue proceedings or liquidations. In fact, it is rare that a franchise agreement to contain clauses that allow a franchisee to terminate in the event the franchisor files for business rescue; (source: CPA Australia)
Furthermore, this research undertaken for this report reflected very little understanding or knowledge about the legal aspects surrounding the dynamics of business rescue and franchising. We still need to learn our lessons on how to identify failed systems and apply the wonders of business rescue with the aim to recover a broken business and restore operations back to health.
The purpose of this report is to create awareness of Chapter 6 new Companies Act, sections 128 to 155 regarding Business Rescue and determine the impact and affects such proceedings will have on both franchisor and franchisee.
One of the aims of this report is to stimulate franchisors to take more heed of distressed franchisees and apply rescue ailments and turnaround workouts prior to franchisees filing for business rescue proceedings. Most importantly, the franchisor having knowledge and care on how to work with financially distressed franchisees will promote a strong network base and in the long-term, generate a healthy return on investment for both parties coupled by increasing brand equity with in its market.
SCOPE AND THEORY OF LAW
In the past, companies in financial distress in South Africa have had no alternative but to launch proceedings for liquidation. Unfortunately, once liquidated, a company’s assets are generally sold at fire sales value. From time to time, businesses are sold as going concerns by liquidators, but these instances are few and far between. Thus liquidations proceedings have historically resulted in very small or marginal dividends for creditors.
Under the new legislative framework, directors have a very difficult choice to make – to file for business rescue or for liquidation. If the board of a company has reasonable grounds to believe that the company is financially distressed, but the board decides not to adopt a resolution for rescue, a written notice must be delivered to all creditors setting out the basis upon which the company is financially distressed and why it is not proceeding with an application for business rescue.
When liquidation involves a franchisor, the franchisee unfortunately is in the wrong place of the liquidation model; the franchisees are ‘assets’ more than ‘liability’ and, as such, have no rights.
The Act extends certain protection to all creditors and employees. Business rescue is recognized as a valuable part of the Act. Section 7(k) of the Act states that among the objectives of the Act is the aim to ‘provide for the efficient rescue and recovery of financially distressed companies, in a manner that balances the rights and interests of all relevant stakeholders’.
There has been a move away from a culture of liquidations to a culture of rescue, in that if a company is not able to be restored to a position of solvency, then the next best option is for it to at least achieve a better result for the creditors than would arise from liquidation. Liquidation is still an option, but it is the last resort.
If liquidation proceedings have already commenced, an application to court for business rescue will suspend the liquidation proceedings until the court has adjudicated on the application or when the business rescue proceedings ends. [section 131(6)]
Furthermore, the Act provides that a court may grant an order placing a company under business rescue at any time during the course of any liquidation proceedings or proceedings to enforce any security against the company. [section 131(7)]
This provision is advantageous for the franchisor that discovers that a franchisee has filed for liquidation and has reason to believe that the business can be rescued thus salvaging brand equity and corporate reputation.
In scrutinizing business rescue the inter relations of franchise theory, business models and contractual law determines the power balance between parties that strikes at the heart of rescue proceedings.
Franchising theory and model
Franchising should only be embarked upon by successful businesses. The myth that franchisors don’t fail is perpetuated in annual surveys of franchising which describe growth in numbers of franchise systems in successive years without referring to numbers of exits. By way of contrast, the NatWest 2400 UK Franchise Survey provides a more balanced picture of franchising in the UK to the careful reader by observing entry levels versus exits including the number of successful rescues. Many brand names that are company owned and continue trading are not considered to be actively involved in franchising and therefore excluded from survey results. Such applied methodology creates a well-balanced statistic of franchise success.
In its simplest form, the franchise model is the relationship between franchisor and franchisee governed by a franchise agreement. Both franchisor and franchisee have numerous other-contract based commitments such as lease, finance agreements, stock supply contracts, computer software licenses, the franchise operations manuals and employment contracts with respective employees. Each of these contracts are pertinent when considering business rescue proceedings.
Although the franchise relationship may appear unremarkable on the surface, it has in fact a highly distinctive structure. Unlike either an employment relation or an ordinary independent contractual relation, the franchise relationship is characterized by the fact that franchisees own the bulk of the capital assets of the franchise and the franchisor retain the right to determine how franchisees will use those assets. This situation poses challenges in certain areas of the business rescue law in chapter 6 which is discussed in detail at a later stage. In significance is that the franchisor has used its superior negotiating power to place the franchisee in a position where, through no fault of the franchisee, the franchisee’s capital assets are vulnerable.
Another additional challenge to the business rescue practitioner is when the franchisor has an interconnected web of legal entities that comprises a form of discrete and protection of other assets, for instance:
- A private company that holds all the franchise leases;
- A trust that owns the intellectual property and trademarks and will grant usage licenses to the franchisor managing company, giving it right to grant licenses to franchisees;
- Franchisor construction company may be the supplier to shop design and fit-outs;
- Franchisor company that supplies stock to franchisees; and
- Franchisor financier company may supply finance to franchisees.
- Franchising company that manages the franchisee network with a concluded master franchise license agreement with trust holding intellectual property.
In standard practice, only the managing franchise company needs to disclose current solvency to intending franchisees leaving a black hole of other related existing entities holding the wealth of assets, that, in essence all intercompany agreements will be investigated by the practitioner in the event that one of any related associated companies files for business rescue. Crucial fact to consider and realize – the powers the practitioner holds as per section 136 &140 of the Act.
Now follows the contractual law and model between the franchisor and franchisee. The franchise agreement records all matters, duties and obligations of each party, and if the franchisee is a close corporation or company, the directors and / or members take surety in their personal capacity. In all fairness, franchising is problematic for contract law. The traditional view of contracts is that the contract records the parties’ negotiated agreement. The parties are presumed to have considered all important issues and provided of them. In the absence of bad faith (for which the franchisee may have remedies), unconscionable conduct or misleading or deceptive conduct by the franchisor (for which the franchisee can turn to legislative solutions) the express terms still governs the relationship between the franchisor and franchisee. Second pertinent factor to consider and contractual conditions that a practitioner may amend during business rescue……
In the beginning it was dark and then there was light …. Understanding Business Rescue proceedings
History of bankruptcy during the dark ages reveals that penalty for declaring bankruptcy in ancient Rome was slavery or being cut to pieces. In France medieval cities, bankrupts were required to wear a green cap at all times and anyone could throw stones at them.
Since those days (thank goodness), almost all modern democracies have established statutory corporate rescue procedures with the purpose of providing protection for insolvent corporate businesses.
South Africa introduced its corporate rescue procedures, labeled as Judicial Management, in the Companies Act 46 on 1926. This problem was that, until recently, this mechanism to assist businesses in cases where it is better to continue operations, did not work. It resulted by leading to many businesses in financial distress immediately being liquidated without any rescue attempt.
With research of two decades has repeatedly indicated the same problems and deficiencies and called for a reform of corporate rescue legislation (companies act 2008). The new system recognized business rescue as a necessary alternative to liquidation and operates on the basis that the value of the company is greater if it or its business is preserved as a going concern as opposed to assets being sold piecemeal basis.
The new Business Rescue Model emerged at the time when South Africa was confronted with harshness of recession with more companies entering into distress with no bail-out mechanism to consider. Recently our President Jacob Zuma stated that we must do our absolute best to retain skill and labour with full intentions to keep our economy intact. So in a nut shell, Chapter 6 of new company act 2008, aims with the objective benefits to salvage a distressed company and nurture the company back into recovery phase and preserve corporate value for the well-being of shareholders, stakeholders, investors investments, managers and employees.
The old act followed the idea of ‘capital maintenance’ whilst the new act has been placed with the concept of ‘liquidity’. Liquidity is determined by looking at both ‘factual’ (measuring assets versus liabilities) and ‘commercial’ (testing income versus expenses) solvency. Liquidations of companies under the ‘old companies act’ is unchanged (Item 9 of Schedule 5 to the New Act).
Creditors could while your company was under Judicial Management act against the company as the surety of your company. If your company is under Business Rescue, creditors CANNOT take legal action against those who signed surety of the companies debts [S131 (8) (a)], OR bring an application for the liquidation of your company. The application for Business rescue suspends the Liquidation application until the court gives a discussion. Should the rescue order be granted then the application for liquidation cannot go ahead. Should the order not be granted, the liquidation application will proceed. If the court sets aside the rescue order then there must be reasonable grounds for believing that the company is financially distressed, or no reasonable prospects of saving the company, or procedural requirements were not complied with ( by resolution).
The New Act clearly defines that a financially distressed company is one that probably won’t be able to pay its debts within 6 months, OR one that will become insolvent in the next 6 months. Business rescue is about rehabilitating financially distressed companies by providing the following:
- Appointment of a Business Rescue Practitioner (hereinafter referred to as BRP) and holds a legal position supervisor. He/she is an officer of court and has responsibilities, duties and liabilities of a director [s75 to s77];
- Temporary supervision and management of the company and its business. Directors stay on in their positions however BRP can apply to the court for his removal [S137 (5)] on
grounds failed to comply with duties in terms of the companies actor by act of omission has impeded or is impeding [S135(5)(a) & (b) to (iii)] ;
- Temporary moratorium on the rights of creditors and claimants;
- All legal action for repossession of assets under the control of the company is stayed [S118(1)(b)(ii)];
- Creditors are not allowed to take legal action against the company or against persons who have signed surety for the company’s debt;
- Employees, employment contracts, obligations and rights under the Labor Relations Act are not affected and the usual rule of retrenchment still applied. Any funds due to employees is regarded as “post commencement finance’;
- The development of a business rescue plan [S118 (1)(b)(iii)]. This plan is voted on by creditors (whose votes are weighted). It needs the thumbs-up from at least 50% of the independent creditors. Once it has been voted in and approved, it’s binding on all creditors.
A company should commence business rescue proceedings at the first signs of it being financially distressed, within the meaning of the act, as stipulated above. Business rescue proceedings are NOT for terminally or chronically ill companies. They are for ‘ailing’ corporations which given time will be rescued and become solvent, [Welman v Marcelle Props 193 CC JDR 0408 (GST)].
If the directors have reasonable grounds to believe that the company is financially distressed they MUST either put the company into business rescue or deliver a written notice to all shareholders, creditors, employees and trade unions informing that the company is in financial distress and provide reasons why the company is not put under rescue. [s129(7) as amended by sec 82 of Act 3 of 2011].
In order to commence business rescue proceedings directors have an option of two main ways, namely:
- When the board of directors of a company resolves that the company voluntarily commence business rescue proceedings and be placed under the supervision of a BRP [s129]; and
- When an affected person, ( s128(1)(a) ( ‘affected persons’ in the meaning of the Act are: shareholders, creditors, employees and relevant Trade Unions), makes a formal application to court for an order placing the company under supervision and commencing business rescue proceedings [s131] provided that the company has not already been placed under business rescue in terms of section 129 on the basis that the company is financially distressed; the company has failed to pay over any amounts in terms of an obligation under or in terms of a public regulation, or contract with respects to employment related matters; or it is otherwise just an equitable to do so for financial reasons, and there is a reasonable prospect of rescuing the company.
If the Directors decide to take the voluntary option then the board my pass a resolution to commence rescue proceedings. It is important to note that a company which has adopted a resolution for BRP is prohibited from thereafter adopting a resolution to begin liquidation proceedings.
Once the company has commenced business rescue proceedings, pursuant to the passing of the board resolution the company has 5 business days of filing the CoR123.1 form accompanied with resolution and statement with CIPC (Companies and Intellectual Property Commission), publish notice of resolution together with a sworn statement as to the reasons why the company is financially distressed, detailing the prospects of rescuing the company to all affected persons and appoint a BRP. After appointing such BRP, file a notice of appointment within 2 business days with CIPC and publish a notice of the appointment within 5 business days after the notice is filed. [S129 (3) &(4)]
With regards to voluntary business rescue, in terms of section 129(5)(a), if a company fails to comply with the provisions of section 129(3) and (4) as stipulated above, the resolution lapses and is a nullity and the company may NOT file a further resolution for a period of 3 months after the date on which the resolution was adopted unless a court, on good cause shown, approves of the company filing a further resolution. [s129(5)(b)]
Further to above, an affected person can make application to court in terms of section 130(1)(a)(iii) to set aside the resolution on the grounds that the company has failed to satisfy the procedural requirements set out in section 129.
After the adoption of the business rescue resolution but before the adoption of a Business Rescue plan, an affected person may apply to a court with the requisite jurisdiction for an order setting aside the resolution, setting aside the appointment of BRP; or requiring the BRP to provide security to secure the interests of the company and any affected persons.[s130]
A director that votes in favor of a resolution may NOT apply to court to set aside the resolution or the appointment of BRP unless such person can satisfy the court that he acted in good faith on the basis of information that has since been found false or misleading.[s130(2)] Each affected persons has a right to participate in a hearing contemplated by section 130(47).
It is pertinent for directors to understand their rights and duties while the company is under rescue such as:
- The directors must exercise their duties subject to the authority of the BRP, attend to the BRP’s requests and provide the BRP with information;
- Action by directors without the consent of the BRP, where consent was needed are void;
- Directors who do not comply with any of the above conditions can be removed from office by an application to court by the BRP [s137(5),s75,s76 & s77];
- Various parties can apply to court and declare a director ‘delinquent’ of to place him under probation;
- To the extent that they comply with S75 (dealing with directors personal financial interests), they are relieved from their duties they have in terms of S76, and their liabilities in terms of S76 of the Act
When bringing the nature of evidence before court in order to ensure that an applicant indicates that there is a reasonable prospect that the company can be rescued and to ensure that an application for business rescue is successful, the facts disclosed must be ‘concrete and objectively ascertainable details in support of business rescue and which facts are beyond mere speculation’.[Southern Palace Investments 265 (Pty) Ltd v Midnight Storm Investments 386 Ltd 2012 (2) SA423 (WCC)]
These facts should include:
- ‘the likely costs of rendering the company able to commence with its intended business or to resume the conduct of its core business’;
- The availability of ‘cash resources’ to enable the company to meet its daily expenses and the nature of the funding on which the company will rely;
- ‘the availability of any other necessary resources, such as raw materials and human capital’; and
- ‘the reasonable why the proposed business rescue plan will have a reasonable prospect of success’.
In absence of the aforementioned facts in detail, the court is unable to consider the prospects of the company continuing in existence on a solvent basis but is also unable to consider the alternative aim of securing a better return for the creditors of the company than would arise from liquidation.
Any affected person on whom an application for business rescue has been served, may oppose such application in the manner in which any other application is ordinarily opposed by serving and filing a notice of intention to oppose the application and thereafter serving an answering affidavit on the application in accordance with the time periods set out in the notice of motion. Any affected person opposing a business rescue may either request the court to dismiss the application together with any other appropriate order including an order placing the company under liquidation.
Upon the court granting an order to commence business rescue and BRP is appointed, within 5 days after such grant, the company must notify all affected persons. Within 5 days from commencement of the Rescue proceedings, the BRP must draw up a statement of affairs.
BRP must report to court as by the rules of the court [s140(3)]. The directors must deliver to the BRP all books, records and statement of affairs [2142(2)], which must disclose material transactions within 12 months before the rescue commenced, any court arbitration proceedings against the company, assets and liabilities, income and expenditure over the past 12 months, number of employees, collective or other agreements relating to the rights of employees and debtors and their obligations to the company.
BRP must investigate the company’s affairs, business, property and financial situation and determine if there is a reasonable prospect of rescuing the company [2141(1)]. If there is reasonable prospect of rescuing the company, BRP must inform the court, the company and all affected persons, discontinue the business, where after must be liquidated[s141(2)].
Within 10 days of BRP appointment, a meeting of creditors must be held [s147] and a meeting with the representative of the employees [s148]. He/she must be informed that each of these groups is allowed to form a committee to represent them. Notice of this first meeting must be given to all creditors, trade unions and creditors notifying time, date, place and agenda.
The function of Creditors and Employees committee is to consult with the BRP BUT they many NOT direct or instruct him/her. They are entitled to receive Business Rescue reports, convey such reports to their bodies and act independent from the BRP.
Once the company is out of financial difficulty, he / she must notify the court, the company, creditors and all affected persons and apply to court for the termination of Rescue Order [s142(b)] and filing form CoR125.2 with CIPC.
The Business rescue Plan must be published within 25 work days after the BRP was appointed [s150(2)]. This period can be longer if the court so directs.[s150(5)] The Business Rescue Plan must include the following aspects:
- Background of distressed company with complete details of assets, securities, creditors, shareholdings, written agreement setting out the BRP remuneration, and statement declaring whether the rescue plan includes proposals made informally by creditors;
- Proposal of rescue must include details of any moratorium, extent to which the company is to be released from debt payment, details of debt that is to be converted in equity, details of debt that is to be converted in equity in a sister company, the future role of the company, property available to pay debts, order of preference of which the property will be applied to debt, comparisons between liquidation of the company versus being under business rescue procedure, consideration of all affected persons position, the effect on different classes of securities and how existing agreements will be dealt with;
- Assumptions and Conditions must include the conditions that must be in existence for the plan to be fully operational, effects on the number of employees, how employment conditions will be affected, circumstances in which the rescue plan will end and financial projections with fair estimates based on facts.
This plan must be made available to all affected parties, who must decide to accept the plan or not. Within 10 business days after publication of the plan the BRP must convene creditors and other holders of voting interest. Notice of this meeting must be sent out at least 5 business days before hand. The notice must set out date, time, place, agenda and a summary of the rights of affected persons to participate and vote at meetings [s151].
At the first meeting of creditors, the BRP may receive proof of claims by creditors.[147(1)(a)(i)]. The Rescue Plan is introduced, considered, voted on (with or without amendment) by persons with voting rights. Section 128(1)(i) read together with sections 145(4) to (6) states that persons with’ voting rights ‘are Independent creditors and Employees. A creditor who is related to the BRP, to a director of the company, or to the company itself is deemed to NOT have a ‘voting interest’. The vote of majority of persons that have voting rights is deemed to be the decision of the meeting. Votes are ‘weighted’ according to the value that a creditor is owed. . If it is difficult to place a value on the vote of the employees then the value must be determined by an appraisal [s145 (4) to s145(6) and s128(a)(i)]. From the wording in the Act it seems that a party who has abstained from voting is not ‘deemed’ to have voted.
If the business plan is approved, when substantially implemented, BRP must file notice of the substantial implementation with CIPC (form CoR125.3). If rejected, then the BRP may seek a vote of approval requiring the preparation of a revised plan or advise the meeting that the company will apply to a court to set aside the result of the vote on the basis that it was inappropriate.
If the BRP fails to take any of the aforementioned steps, any affected person/s may call for a vote approving the preparation of a revised plan, or apply to the court to set aside the result of the vote on the basis that it was inappropriate, or offer to purchase the voting interest of the person/s whom voted against the adoption of the business rescue plan.
Shareholders have NO voting rights and transfer of shares and alteration of classes of shares are prohibited, except s[137(1):
- Transfer of shares in the ordinary cause of business;
- If done in terms of the a court order; and /or
- If it forms part of the Rescue Plan
The Act tries to motivate creditors, bankers, employees and suppliers to support the company to keep on doing business with the company while it is under Rescue. The parties that maintain a business relation with the company while it is under Rescue become preferent claimants for the money which became due to them after commencement of the rescue [s135] referred to as ‘Post Commencement Finance’.
The company is allowed to borrow money whilst it is under Rescue,[s135(2)(a)] provided that such loans will, in order of preference, rank as stipulated in section 135(3). The loan agreement may include a condition that the company secures the loan by any assets which is unencumbered.
Even if the company goes under liquidation after the Rescue has not succeeded, the preference created by section 135(3) remains, but include the cost of liquidation. The following of preference for ‘Post Commencement Finance’ is detailed:
- The BRP expenses and remuneration ranks as set out s143;
- Employees’ salaries and monies due to them for reimbursement of expenses they incurred on behalf of the company during Rescue ranks second;
- Creditors rank third in order of which they were incurred; and
- Unsecured claims ranks last.
With respects to BRP remuneration s143 above, the Minister published BRP’s tariffs and fees in the government gazette, however the BRP can propose an agreement different to the tariffs published which must be approved by the majority of ‘persons with a voting interest’, in terms whereof he/ she will be remunerates on performance, or , take equity of the company. Such remuneration must be voted on at a meeting convened for the purpose.
A creditor or shareholder who voted against the BRP’s remuneration may, within 10 days after the meeting, approach court for an order setting aside the agreement. The court will set the agreement aside if convinced that:
- The agreement is not just and equitable ; or,
- Having regard for the company’s financial circumstances, the remuneration is extravagant.
The qualifications of a BRP in the ac refers to as ‘professional business practitioner’[s138(1)(e)]. He/she must be:
- In good standing with a regulated profession, trusted;
- Not disqualified to be a director of a company;
- Not be placed under probation;
- And must not be ‘related’ to the company.
If any legal proceedings is initiated against the company during the business rescue process, there is as general moratorium on such legal proceedings s. Because the moratorium might prejudice the companies legal opponent, the prescribed time periods allowed in the process law is also suspended with the same period that the matter was postponed by the moratorium. There are few exceptions s133].
Legal proceedings may commence in the following instances:
- If written consent is given by the BRP;
- When the court has so ordered;
- As a set-off in legal proceedings by the company;
- Proceedings about the property or right which the company holds as trustee;
- Criminal proceedings against the company, its directors or officers are unaffected; and
- A guarantee or surety by the company is unenforced without leave from the court.
The business rescue proceedings will terminate as a result of [s132]:
- Court order setting aside resolution; or
- Court orders conversion of business rescue proceedings into a liquidation; and
- Notice of termination of business rescue proceedings filed with the Commissioner; or
- Business Rescue plan proposed and rejected with proceedings not extended; or
- Business Rescue plan adopted and notice of substantial implementation filed by the practitioner.
In conclusion, the provisions of Chapter 6 of the Act, the general areas of concern for creditors ( as most likely will be the franchisor if franchisee applies for rescue):
- Post commencement financing: will there be willingness on the part of banks and financial institutions to provide post –commencement finance during business rescue proceedings? If so, will a company under supervision have the requisite assets to provide security for continued funding bearing in mind that many of the company’s assets might already be encumbered at the time of proceedings commencement?
- The practitioner’s discretion to suspend or apply to the court for the cancellation of obligations arising from current contracts of the company (ie: long term suppliers of southern tours). The result of the creditor is a concurrent claim against the company for damages;
- Without being granted the leave of the court, any enforcement of a guarantee or surety by a company in favor of a creditor during business rescue proceedings is prohibited;
- The development, preparation of the business rescue plan is driven by the BRP and not by the creditors, shareholders, employees and trade unions, but, such BRP is not obliged to follow the instructions of such group;
- The entire business rescue process us very court driven and therefore may become cumbersome due to the backlog of matters in our courts with no specialized business recovery court division in place as yet; and
- During the period of s155 compromise being negotiated with all stakeholders, any creditor could apply either for business rescue proceedings or the liquidation of the company, in which event proceeding under s155 would not be competent.
SO, WHAT IMPACT DOES BUSINESS RESCUE PROCEEDINGS HAVE ON EXISTING CONTRACTS LIKE THE FRANCHISE AGREEMENT ?
In terms of section 136(2) of the Companies Act 2008, confers a broad power on a BRP to ‘cancel or suspend entirely, partially or conditionally any terms that are just and reasonable in the circumstances’ of certain agreements to which the company is party. It is noteworthy that the Act does not exclude this power in respects to Derivative Agreements. Accordingly the BRP may apply to the court for the cancellation of such agreements.
Furthermore, the BRP is empowered to ‘entirely, partially or conditionally suspend, for the duration of the business rescue proceedings ANY obligation of the company’, in EXEMPTION to ‘an agreement to which section 35A or section 35B of the Insolvency Act, 1936 (Act No 24 of 1936) applies MAY NOT be suspended. The Act goes on to add that the only recourse that the creditor has, after the BRP has suspended the contract, is to claim damages. Therefore the innocent party cannot place the company on terms and thereafter cancel the contract based on breach.
This then leads to asking if such powers has constituted a drastic intrusion into the rights of creditors as it completely disregards the firmly entrenched legal principal of sanctity of contract.
In light of the above, do standard franchise agreements provide a provision that governs business rescue proceedings for both the franchisor and franchisee? It is very clear that franchise agreements needs to be revised and amended accordingly by inserting a clause (as an example):
‘This contract shall commence on X date and shall terminate on Y date or, in the event that any of the party’s board of directors passes a resolution, on the day immediately preceding the date on which such resolution is passed, whichever occurs first’
There are obviously many other ways of incorporating a provision on this nature in a contract. A provision of this nature will ensure that the contract does not fall within the scope of section 136(2) as it would have terminated by the time the company enters into business rescue proceedings. The downside is that in the event that the business is rescued (or rather if the business rescue proceedings are successful) a new contract may have to be renegotiated or the business is lost.
The other alternative is to incorporate the usual breach clause in the contract along the following lines:
‘Either party shall be entitled to cancel this contract in the event that the other Party’s board of Directors passes a resolution placing that Party under business rescue.’
This may arguably give the innocent party, who can foresee that the business is likely to be rescued, the opportunity to cancel the contract prior to it being suspended, wholly or in part, by the practitioner.
HOW IS THE FRANCHISOR AFFECTED IF THE FRANCHISE AGREEMENT IS NOT AMENDED TO PROVIDE FOR BUSINESS RESCUE PROCEEDINGS FILED BY THE FRANCHISEE?
If the franchisee successfully files for business rescue then the court found enough reason to believe that business will economically recover.
If the practitioner can provide feasible financial support that by suspending royalty and brand marketing fees during business rescue period, in doing so will resuscitate operations back to a healthy state, the franchisor may not receive any such fees for as long as 6 months or more.
Furthermore, if the franchisor holds the rights to main lease agreement and is subleasing to the franchisee, the practitioner may suspend if not cancel rental rights. The obligation to honor rental payments is vested with the franchisor, in addition to not receiving any royalty income. No doubt, the franchisor will be burdened with extra costs with no revenue inflows to compensate rental expenses, not to mention the duty to still continue supplying stock during rescue proceedings.
The franchisor is prohibited to commence with legal proceedings against the company or the directors in their personal capacity as section 133 allows for a general moratorium on any legal proceedings during business rescue. Therefore no assets can be attached to cover damages and losses.
On the hand, the franchisor most probably will be the main creditor with the highest amount; therefore will be granted more voting interest. This means that the franchisor can vote against adopting the business plan and agree to termination of business rescue enforcing liquidation proceedings.
Alternatively, the franchisor may apply to the court and request to set aside business rescue proceedings, or the appointment a new practitioner that understands more of the circumstances, or oppose practitioners decision to suspend / cancel royalty and brand marketing fees.
The franchisor, as ‘affected person’ may apply to the court to set aside business rescue proceedings or set aside adopting the business plan. Attention is drawn to the onerous procedures the court follows when such affected person applies to set aside a rescue motion.
The following is the most recent cases regarding setting aside applications and the honorable precedence raised thereto: –
When an applicant files for a business rescue order to the court, great precision is required as was held in Southern Palace Investments 265 (Pty) Ltd v Midnight Storm Investments 386 Ltd (WCC case no 15155/2011) that an application for a business rescue must contain sufficient detailed information that there is a prospect of restoring the company to a successful one, ie a concrete rescue plan must address the reason for failure of the company but must also offer a remedy which has a reasonable prospect of success, not mere speculation should be supplied but information regarding the costs of enabling the company to trade again, the availability of cash resources and other necessary resources when it resumes trading again.
Reasons why the proposed plan has a reasonable prospect of success must also be evident in such an application. In absence of the aforementioned facts in detail, the court is unable to consider the prospects of the company continuing in existence on a solvent basis but is also unable to consider the alternative aim of securing a better return for the creditors of the company than would arise from liquidation.
In WG Koen v Wedgewood Village Golf & Country Estates (Pty) Ltd (WCC Case no 24850/2011) held that the applicant had to place a solid evidence before the court which would show a viable business rescue plan if the company was placed under rescue. No vague and speculative averments will lead to a successful granting of the application.
Any affected person on whom an application for business rescue has been served may oppose such application in the manner in which any other application is ordinarily opposed by serving and filing a notice of intention to oppose the application and thereafter serving an answering affidavit on the application in accordance with the time periods set out in the notice of motion. Any affected person opposing a business rescue may either request the court to dismiss the application together with any other appropriate order including an order placing the company under liquidation.
The decision of the Pretoria High Court in Swart v Beagles Run Investments 25 (Pty) Ltd  ZAGPPHC 103, handed down on 30 May 2011, is the first reported decision involving the business rescue provisions in chapter 6 of the Companies Act 71 of 2008, and is a useful early indication of the attitude of the court to such applications.
The decision highlights many of the aspects of business rescue that can be the subject of controversy and contestation.
In this case, the company’s sole director and shareholder had brought the application to initiate business rescue proceedings by seeking a court order placing the company under supervision as envisaged in s 131(4) of the Companies Act of 2008 on the grounds that the company was currently “financially distressed” and unable to pay its debts as they became due and payable. He contended that if the company were placed under supervision and if a business plan was implemented, all the company’s creditors would be fully paid in due course and the company would be able to continue in business. Creditors were divided as to whether business rescue proceeding should be commenced.
One of the company’s creditors supported the application to commence business rescue proceedings, whilst other creditors opposed the application.
The opposing creditors argued that the application was an abuse of the process of the court and was merely the culmination of stratagems to avoid payment of the company’s debts and prevent the forced sale of its assets. They argued that the applicant had recklessly allowed the company to continue in business whilst it was insolvent. They argued also that the applicant had used the company as his alter ego and had operated the company without proper regard for the rights of creditors and the company’s obligations.
One of the creditors had already applied for the company to be wound up and was now asking that that application be heard simultaneously with the present application, but the application for winding up was withdrawn when this creditor’s claim was purchased by another of the company’s creditors.
If the application had been successful the company would have been placed under provisional supervision as the first phase in business rescue proceedings, and a temporary moratorium would have been put in place in relation to the claims of the company’s creditors. A business plan would have been proposed with a view to rescuing the company by restructuring its affairs, its business, its property and its debts and liabilities in a way that offered the prospect of maximizing the prospects of the company’s continuing in business on a solvent basis.
Alternatively, if it proved impossible to restore the company to solvency, the business rescue plan would try to achieve a better return for the company’s creditors and shareholders than would be the case if the company were immediately placed in liquidation.
The question facing the court was whether, in all the circumstances of this particular case, the statutory requirements for placing the company under supervision had been met and, if so, whether the court should exercise its discretion to place the company under supervision, thereby commencing business rescue proceedings.
The court looked for guidance to the judicial management provisions of the old Companies Act: In considering this question – given the difficulty that this was the first case of its kind to come before the South African courts – the judge said that the judicial management provisions of the “old” Companies Act of 1973 provided useful guidance in the present matter. In terms of those provisions, it had to be shown that it was reasonably probable that the company was viable and capable of ultimate solvency and that it could, within a reasonable time, become a successful concern in the sense of carrying on business effectively and yielding a return to its shareholders and creditors.
It was common cause in the present case that the company was indeed financially distressed.
The court said that the creditors were correct where they contended that the application was an abuse of the process of the court; that it was simply an attempt on the applicant director’s part to prevent the company’s assets from being sold; and that the applicant had made false promises to pay the creditors.
The court turned down the application to place the company under supervision :
The court held that it was clear that the company was insolvent and that its assets would be insufficient to pay its creditors – indeed this was so even on the figures supplied by the applicant director. The court described the company as “hopelessly insolvent” and said that it was questionable whether a business rescue plan was feasible.
The company had earlier made a (clearly suspect) loan of some R72 million to a related company of which the applicant was also the sole director, and the applicant had refused to give any information about this transaction, nor had he placed any material before the court to indicate that the loan would ever be repaid.
The application to commence business rescue had been launched on the basis that the company’s assets exceeded its liabilities and that it would be able to continue with its business and sell certain assets to pay its debts.
It was however revealed that one of the creditors had taken possession of certain movable assets of the company and was entitled, in terms of s 134(1)(b) of the Act to retain such possession. Those assets would therefore not be available to the company for the earning of income. In any event the company had ceded the right to the income from its business to one of the creditors with the result that its income could not be utilized to pay other creditors.
The court came to the conclusion that the applicant’s valuation of the company’s assets was inflated and had to be rejected.
The court said that it had a discretion whether to place the company under supervision and thereby commence business rescue proceedings even if the requirements of the Companies Act in this regard had been fulfilled, and that the question to be determined was whether a case had been made out that the company would be able to carry on its business on a solvent basis or, alternatively, whether business rescue proceedings were likely to increase the dividend payable to creditors if it were later to be wound up. The applicant had engaged in reckless trading and had not been forthright with the court. The court concluded that the applicant himself was the only party who was in favor of the company’s carrying on business and that he had conducted its business in a reckless manner.
Nor had he given the court or the creditors any details regarding the R72 million loan to a company of which he was the sole director. It was clear, said the court, that the company had been financially distressed for at least a year, but that the applicant had done nothing about it, and had in fact incurred further debts.
The court said that where business rescue proceedings required the interests of the creditors and the company to be weighed up, the interests of the creditors should prevail.
In the result, the court held that there was “absolutely no basis” for contending that there was any prospect that the company would be able to carry on business on a solvent basis. All in all, said the court, no case had been made out that the business rescue proceedings would put the creditors in a better position than they would be in a winding up.
… SO, CAN THE PRACTITIONER USE THE SAME POWERS OVER EMPLOYMENT CONTRACTS?
The Companies Act 2008 extends certain protection to employees (‘the affected person’) in business rescue circumstances. The Act not only allows employees to initiate business rescue proceedings, but requires the practitioner to involve and actively participate with the employees once business rescue proceedings have commenced. The employees have the same participation rights and rights to information as the creditors of the company.
The practitioner has powers to cancel contracts however excludes employment contract conditions unless a new arrangement is entered into and between both parties.
The Constitution, by way of section 23(1), specifically declares that every person has a fundamental right to fair labor practices; however when a company is confronted with turmoil of financial distress, retrenchment usually becomes priority.
In the context of dismissal for operational requirements, expression is given to this in the Labor Relations Act (hereinafter referred as LRA) by affording an employee the right not to be unfairly dismissed (section 185) and an employer the right to dismiss an employee for a fair reason based on the employer’s operational requirements and in accordance with fair procedure (section 188(1)(a)(ii) and (b)).
One of the most challenging aspects of dismissal for operational requirements is the fact that there is no clear dividing line between substantive and procedural fairness to the same extent as other dismissals. The substantive fairness relates to the reasons of dismissal and must be fair whereas procedural fairness focuses on the process requirements of dismissal.
In light of above, it is clear that the employee has rights in both Company and Labour Act, however there appears to be some grey area in the sense that Section 133 of the Companies Act provides for a general moratorium on legal proceedings against the company during business rescue proceedings; however, there are certain circumstances where legal proceedings may be instituted.
From an employment law perspective one must question whether this section would restrict the application of the LRA and hinder employees from referring any unfair dismissal or other labor disputes during the rescue period. It appears this is the case unless the employee can obtain consent of the practitioner or leave from the court. Will the CCMA or other relevant forum accept this as a sufficient reason to grant condonation? If the Business rescue fails and the company is liquidate, will these employees have had an opportunity of instituting action against the company and possibly receiving an award in their favor through which they can lodge a claim with the liquidator?
Section 213 of the LRA of 1995 clearly defines the definition of Operational Requirements:
“Operational requirements means requirements based on the economic, technological, structural or similar needs of an employer”
Each component of this definition is defined further:
These are said to be all needs that relate to the well-being of the business. The most common economic reason for retrenchment is financial difficulties experienced by the business. This could be for a variety of reasons, among others downturn in the economy or a decrease in the demand for the employer’s product or service. This leads employees to become redundant and necessitates their retrenchment.
The introduction of new sophisticated technology such as more advanced machinery replaces human labor causing redundancy.
The business may need to restructure positions due to change in corporate strategy thus giving rise the need to retrench.
No clear definition is provided by the Act however over the years Case Law has distinguished the following categories as similar needs:
- Special operational needs of the business: This is where the nature of the business places a special demand on employees: ie, the survival of the business depends on the will and ability for employees to work overtime. If they refuse to comply with this requirement could jeopardize the well-being of the business, then the employer may be able to dismiss for operational requirements. [Steel, Engineering and Allied Workers Union of SA & Others vs. Trident Steel (PTY) Ltd (1986) 7 ILJ 86 (IC) ]
- The employee’s action or presence at work effects the business negatively: If employee actions creates disharmony by antagonizing fellow workers by making sexual
or racist remarks thus causing a negative effect on operations may lead to retrenchment. [Erasmus vs BB Bread LTD (1987) 8 ILJ 537 (IC)]
- The employees conduct has led to a breakdown of the trust relationship: The relationship between employer and employee is one of trust. If the facts
show that the balance of probabilities that this duty was breached, the employee is guilty of misconduct and if it is serious, the employee may be dismissed.[Census Tseko Moletsane vs.Ascot Diamonds (Pty) Ltd (1993) 2 ICD 310 (IC)]
- The enterprise’s business requirements are such that changes must be made to the employee’s terms and conditions of employment: The business may need to restructure by means of a merger or amalgamate with another enterprise, or its mode of operations may have to be altered in order to ensure its survival or to make it more competitive or simply to keep abreast of the latest development in its industry. These changes may either lead to an employee becoming redundant or being offered a new position with consequent changes to the terms and conditions of employment. Should the employee unreasonably refuse to accept such changes to employment contract, the employee maybe dismissed for operational reasons.[WL Ochse Webb & Pretorius (Pty) Ltd vs. Vermeulen (1997) 18 IJL 361 (LAC)]
IF RETRENCHMENT IS CONSIDERED BY THE PRACTITIONER, WHAT PERTINENT PROCEDURES MUST BE FOLLOWED?
The practitioner can consider retrenchments for economic needs as defined section 213 LRA. The legislature has codified the requirements for retrenchments or dismissal for operational reasons by way of section 189 and 189A of the LRA 66 of 1995 providing nothing more than a ‘checklist’ in respects to procedural fairness, section 16 of the LRA, relating to the disclosure of information, and section 41 of the Basic Employments Act, relating to the payment of severance pay.
Employers cannot achieve a fair retrenchment process without following the requirements of the LRA as it underlines the constitution of fairness.
Section 189 therefore regulates the exercise of the competing fundamental rights of an employee not to be unfairly dismissed and that of an employer to dismiss for operational reasons.
Section 189 and 189A are provisions that are inextricably linked to the fairness or otherwise of a dismissal based on operational requirements. Section 187 of the LRA provides that the employer must select the employees to be dismissed on criteria either agreed to, or if that is not possible, on criteria that are fair an objective.
Clause 3 of the Code of Good Practice of LRA, reiterates the obligations placed on the employer to be both procedural and substantively fair to employees in the retrenchment process.
The procedural fairness of a small-scale dismissal (not more than 50 employees) for operational requirements is defined in Section 189 (1) of the Labour Relations Act, 1995, which stipulates as follows:
‘When an employer contemplates dismissing one or more employees for reasons based on the employer’s operational requirements, the employer must consult…”
From the section above it is clear that the consultation must take place when the practitioner foresees the possibility of retrenchments and not when the decision to retrench has already been taken. The reason for this is that the consultation process is aimed at, among others, giving employees an opportunity to influence the employer’s final decision on whether to dismiss or not.
As the consultation period is not prescribed in the act, it is suggested that the consultation process should take place over a reasonable period, as will be determined by the circumstances surrounding the said process. Neither party may unduly prolong the consultation process nor further, must the parties meet as soon, and as frequently as may reasonably be practicable. The purpose of consultation is to enable the parties, in a form of a joint problem-solving exercise, to strive for consensus, if that is possible. [s189(2)]
If one or more employees are to be selected for dismissal from a number of employees , the Act requires that the criteria for their selection must be either agreed with the consulting parties or, if no criteria have been agreed, be fair and objective criteria.
The practitioner MUST therefore consult:
- Any person as prescribed in a collective agreement;
- If there is no collective agreement, a workplace forum if one exists as well as a registered trade union whose members are likely to be affected by the retrenchments;
- If there is no workplace forum in the workplace, a registered trade union whose members are likely to be affected by the retrenchments;
- If there is no registered trade union in the workplace, then the employees likely to be affected by the proposed dismissals or their representatives nominated for that purpose.
The practitioner should negotiate on the selection criteria to be used and should either come to an agreement on the selection criteria. Criteria that infringe the fundamental right protected by LRA when applied cannot be fair. These include unfair discrimination grounds. Criteria that are on the face of it neutral should be carefully examined to ensure that when they are applied, they do not have a discriminatory effect.
For example, to select only part-time workers for retrenchment might discriminate against woman, since woman are predominately employed in part-time work. Therefore the practitioner in our case study may in fact be retrenching the 20 part-time workers unfairly due to possible discrimination practice unless both parties have reached consensus of his selection criteria plan.
Selection criteria that are generally accepted to be fair involve one or a combination of:
- length of service,
- 2) skills and qualification,
- 3) Performance record,
- 4) Disciplinary record,
- 5) Absence record and knowledge of trade.
Generally the test for fair and objective criteria will be satisfied by the use of the ‘last in first out’ (LIFO) principle. There may be instances where the LIFO principle or other criteria needs to be adapted. The LIFO principle for example should not operate so as to undermine an agreed affirmative action programme. Exceptions may also include the retention of employees based on criteria mentioned above which are fundamental to the successful operation of the business. These exceptions should however be treated with caution.
If there is sufficient evidence that ‘first in first out’ is a fair and objective criteria that will salvage the company’s financial predicament and ensuring that both substantive and procedural fairness is applied, the FIFO principle can also be considered.
Where consulting parties are unable to agree on selection criteria the prerogative as to the criteria to be used rests with the employer. Where the selection of employees is based on factors such as attendance record, tardiness and performance, the employees should be given an opportunity to make representations against a negative conclusion that may be drawn against them. Therefore not only criteria that must be fair and objective – it’s the application thereof that MUST also be fair.
The practitioner must be aware that retrenchment must be a matter of last resort and that the employer should attempt to avoid it. If not, the retrenchment will be held substantively unfair. One way in which retrenchments may be avoided, is through the application of bumping.
Bumping is nothing else but an alternative to dismissal as the employer is looking for alternative positions for the retrenched employee, which if successfully applied, will result in the retrenchee being appointed in another position. The practitioner will need to seriously consider acombination of skills, years of service together with domino effect of bumping on the operations of the employer as bumping alone can be applied unfairly.
Bumping can be applied vertically, horizontally or triangular:
- Vertically: occurs when a person whose position becomes redundant is offered a position which is either of ‘lower standing or salary;
- Horizontally: occurs from one job to another without the position or salary being affected; and
- Triangular: occurs when an employee horizontally bumps another employee and that employee then vertically bumps a third employee.
Bumping is situated within the ‘last in first out’ principle which is itself rooted in fairness for well-established reasons. Long serving employees have devoted a considerable part of their lives to the company and is therefore an invaluable asset to the company. Their long is an objective tribute to their skill and industry and their avoidance of misconduct. In the absence of other factors, their service alone is sufficient reason for them to remain and other retrenched. Fairness requires that their loyalty be rewarded.
The nature of bumping depends on the circumstances of the case. Bumping should always take place horizontally, before vertical displacement is resorted to. Vertical bumping should be resorted to when there no other candidates available for replacement. Therefore when there is small numbers involved, implementation of horizontal or vertical bumping should present few problems.
Large scale bumping may lead to vast dislocations, inconvenience and disruptions of operations and the practitioner must consult directly to achieving fairness to employees minimizing the disruption to the business
There will always be geographical limitations to dumping in that fairness will require that limits be placed on how far an employee is expected to move to dump another. The employee would need to have a desire to relocate to a new social environment and culture. If they are happy then dumping should take place whatever the distance involved. The practitioner prerogative entails moving employees to the BEST advantage of the company within the parameters of its activities; national or international, fairness requires that the same circumference should define the limits of potential candidates to be dumped.
Bumping will NOT apply to employees in a different grade if the longer serving employees CANNOT do the work of the employee with shorter service in that grade. This limitation applies most frequently where competence, technical or professional knowledge or experience and specialized skills are involved. Where the necessity arises of retaining such skill that must be transferred for the survival of the company, then this should be carried out, UNLESS it carries out unreasonable burden on the employer. [Maluleke & other v Johnson Tiles (Pty) Ltd (2008) 17 LC 5.3.1 reported in (2008) 8 BLLR 1065 (LC)]
Another option of selecting is place appropriate employees into early retirement. After these people have been retrenched, LIFO is applied to the remaining employees. This criterion is often applied in jobs which required physical fitness and strength the argument being that one’s physical strength lessens with age. BUT early retirement should be that of the employee since retrenching an employee on this basis without the employees consent may constitute an automatically unfair dismissal in terms of section 187 of the LRA. The parties may also agree that the employer will first ask for volunteers before embarking upon any selection process.
BUSINESS RESCUE AND THRESHOLDS FOR SMALL BUSINESSES
Regulation 127(1)(b) promulgated under the Companies Act 71 of 2008 (the Act) states that companies which are undergoing business rescue proceedings are classified into three groups, namely, large, medium and small companies.
A ”small company” is set out as being, “any company, other than a state owned or public company, whose most recent public interest score, as calculated in terms of regulation 26(2), is less than 100”. Regulation 26(2) then goes on to state that at the end of each financial year, every company must calculate its ”public interest score”, taking into account various factors, inter alia the average number of employees of the company during the financial year, the amount of rands which the company has in third party liability and turnover during the year, calculated as one point for each R1 million or portion thereof. These provisions apply equally to both companies and close corporations.
The Act therefore sets out a method of calculating whether a business is classified as a small business or not.
Business Rescue and Various Alternative Options
The question which now arises is whether certain small businesses that are financially distressed should be placed under business rescue, or whether the company should simply be liquidated without going through the process of business rescue first.
In assessing this question it is important to consider what the Act sets out as the purpose of business rescue. This is stated in section 128(1)(b) where it says that business rescue should create a plan to rescue the company through a restructuring of certain elements so as to maximize the likelihood of the company continuing to exist on a solvent basis or, if this is not possible, to result in a better return for the company’s creditors or shareholders than what would result from the immediate liquidation of the company.
These two alternative purposes are what should be considered by the board of a small company or by an affected person of the small company when deciding whether to place the company under business rescue in terms of section 129 and section 131 respectively.
The reason for considering these two purposes is because business rescue proceedings can be expensive and if they do not result in either of the above purposes being achieved and the company is subsequently placed under liquidation, then the costs incurred will be in addition to those incurred for the liquidation, thus resulting in creditors or shareholders receiving a much smaller sum of money than they would have received if business rescue had not been pursued and the company had immediately been placed under liquidation.
When deciding whether to place a small company under business rescue there are various other options that should also be considered. Firstly, section 155 of the Act (Compromise with Creditors) allows a company, whether financially distressed or not, to propose an arrangement or compromise of its financial obligations to its creditors in accordance with the requirements of the section.
This procedure should be seen as an alternative to placing the company under business rescue, and has many advantages. For example, the board of the company remains in charge and thus there would be no additional costs in having to pay a person external to the company to administer the process.
It has been suggested though that due to the requirement that the company will in addition to obtaining the creditors’ support, have to make an application to court for the court’s approval of the proposal, small businesses will probably not find a compromise with creditors to be a viable alternative to business rescue.
A second alternative that could be considered are the various options that are available to a consumer in terms of the National Credit Act 34 of 2005. This Act will only apply to juristic persons whose asset value or annual turnover, together with the combined asset value or annual turnover of all related juristic persons at the time the credit agreement is concluded, is less than the current threshold determined by the Minister, being R1 million.
If the small business falls within this category, then this Act will apply to it and its management will have various alternatives to business rescue available. These are referring the credit agreement to a debt counselor, alternative dispute resolution agent, consumer court or ombud with jurisdiction. The purpose behind any of these options is for the parties to resolve any dispute under the agreement or to develop and agree on a plan to bring the payments under the agreement up to date.
A further alternative available to a very small business is that of an administration order in terms of section 74 of the Magistrates’ Court Act 32 of 1944. It has been said that this type of order is the predecessor of debt counseling as provided for in the National Credit Act. Despite its antecedents the section 74 administration procedure has not yet been done away with. As the Magistrates’ Court Act specifically refers to a “debtor” and does not classify such, it can be presumed that so long as the small business’s debts do not exceed the R50 000 threshold that has been determined by the Minister, this procedure may be applied as an alternative to business rescue.
Two of the main differences between an administration order and debt counseling are that under debt review, the creditors are paid a sum on a monthly basis, whereas under an administration order, payments to creditors are only made every three months. Further, a clearance certificate will be issued once the debt has been paid off under debt review, but no certificate is issued under an administration order.
Small Businesses and the Possibility of Thresholds in Relation to Business Rescue
The question arises whether financial thresholds should be set, analogous to those in the Competition Act 89 of 1998, below which small businesses will not be allowed to enter into business rescue proceedings. The problem with creating a set turnover and/or asset value threshold is that contrary to the thresholds created for distinguishing mergers in competition law, which were created solely for the purposes of notification and adjudication, the thresholds created for business rescue would be used to determine a much more substantial result, namely whether a company will be allowed to attempt to continue trading or not.
In addition, the Act provides for the court to have discretion as to whether or not to allow a company to enter into business rescue. The importance of this is that the court will be in a position to take the circumstances of each individual case into account.
Imposing monetary thresholds may cause the process to become too objective and could result in the subjective factors relating to the company’s unique circumstances being overlooked – essentially fettering the discretion of the board of directors and of the court.
There is in any event a backstop – an affected person can apply to court to set aside either a resolution or a court order of business rescue, in terms of sections 130 and 131 respectively.
In the recent reportable judgment of Swart v Beagles Run Investments 25 (Pty) Ltd and others (26597/2011)  ZAGPPHC 103 (30 May 2011), the Honorable Makgoba J stated that when an application for business rescue entails the weighing-up of the interests of the creditors and the company, the interests of the creditors should prevail.
This statement specifically lends itself to the writer’s view that there is no need for specific thresholds to be created. The court is in a much better position to consider the two purposes of business rescue as set out in section 128, one of which was specifically referred to by Makgoba J, while at the same time taking into account both the creditors and the company’s circumstances when deciding whether it is a viable option for a small business to enter into business rescue instead of being liquidated immediately.
Thus, it is extremely important for the directors or members of a small business to exercise care when considering whether to enter into business rescue or not. They should consider all of the other various options available to them, the fact that there could be legal costs incurred as a result of an objection in terms of section 130, and whether the high costs of business rescue are actually worth the risk that if business rescue should fail and the company is placed into liquidation, both the costs of the failed business rescue and the liquidation costs will have to be paid to the detriment of creditors. [source: Eversheds]
Working with Financially Distressed Franchisees
Life is so much better if you see the freight train in time toget out of the way. Start by thinking about how to spot the warning signs of a franchisee that is financially distressed:
required financial reports, missed or late royalty payments, supplier issues, and field visits.
Required Financial Reports
Most franchise agreements require that the franchisee submit to the franchisor periodic profit and loss and balance sheet information. A drafting point here: These reports
should be required monthly. Although it may seem burden some to require them this often, a quarterly report may not give the franchisor sufficient notice of an emerging financial
issue. Annual reports will have no value for this purpose. Assuming that such reports are required, the franchisor must ensure that they are reviewed and monitored as they come in. If they are ignored, the franchisor may lose an opportunity to save a location by early intervention. If the
reports are not used, franchisees will question why they are required to submit them.
The reports can be reviewed by the field manager responsible for the franchisee or by someone in the franchisor’s financial or accounting area. If the franchisor is small, the controller, vice president of finance, or other financial officer might be the right person. It can be worthwhile to have both operations and finance take a look at the financial information submitted.
The franchisor should ensure that the operations person reviewing the information understands what he is looking for. For example, if the franchisee has had several periods
showing a loss, does the balance sheet reflect liquid assets or borrowing capacity to weather the down period? Were the losses a cash issue, or were they due to depreciation? Without
training by the financial group within the company, there viewer might miss a key issue.
Missed or Late Royalty Payments
Although it may seem obvious, a franchisee that misses a royalty payment or sends it late might be sending a signal, either intentionally or subconsciously, of a financial problem.
Communication is critical here, both internally and with the franchisee.
The franchisor needs to have its person or group that receives royalty payments communicate any missed, late, or partial payments of royalties to the responsible operations
person or group immediately. The communication should be in writing to the operations person responsible for the franchisee in question with a copy to the top operations person
in the company. This can be accomplished via a routine royalty report, but any aberration should be highlighted to ensure that the deviation is identified and communicated. It
is embarrassing to learn long after the fact that a payment was missed because the financial group did not promptly relay the information to operations.
The operations person, on receipt of notice that there is a royalty problem, needs to get in touch with the franchisee to determine why the payment was not made, was short, or was
late. This is an opportunity that should not be missed to discover a financial issue early. The franchisee might simply be afraid to tell the operations person that it is having trouble.
If the franchisor learns that the franchisee is having supplier issues, the franchisor should follow up immediately to determine the cause of the problem and its seriousness. The
franchisee’s landlord might give notice that the franchisee is in default under the lease, or another supplier might call because the franchisee is behind on payments. Notice from
a supplier does not always mean that the franchisee is in trouble; it might simply be the result of a dispute between the franchisee and the supplier. In any event, it is important to find out the reason for the notice.
As part of every routine field visit, the operations team member should talk with the franchisee about its current financial status. Questions about the profit and loss and balance
sheet information submitted earlier are appropriate, and the operations person should discuss cash flow projections and sources with the franchisee in order to anticipate issues that
may be looming. The field support person should also be listening and looking for problems that the franchisee does not mention. For example, employees may complain privately that they
are not getting paid on time, or the condition of the location might indicate an inability to repair routine items due to cash issues.
Evaluating the Situation
Assume now that you have seen the freight train coming. What do you do next? With a train, you just get off the track. Responding to a franchisee in financial distress is not
that easy, but there are actions that a franchisor can take to help alleviate the situation.
The first step that the franchisor should take is answering the fundamental question: Does it want to save the franchisee? The franchisor might conclude that this franchisee is not going to survive no matter what help is afforded. For example, the franchisor’s field team might determine that
the location in question is not viable. Or the franchisee may have demonstrated time and again that it simply will not follow the system and the franchisor’s advice. In that event, the franchisor should focus on alternatives to help the franchisee leave the system. Depending on the contractual rights of the franchisor, such steps might include giving notice of default and providing any appropriate right to cure in a default letter, with a view toward termination. The franchisor also might give notice of future termination unless the franchisee clears certain performance hurdles at stated intervals. Another option might be to set a termination date with a right to sell in the interim. That last alternative could include some type of sales assistance from
the franchisor, such as advertising or the hiring of a broker. On the other hand, the franchisor may decide that the franchise is worth saving, in which case the franchisor has several alternatives.
Fixing the Problems
If the franchisor decides that the franchise is, in fact, worth saving, then the first step is for operations to work with finance to assess the problem. How urgent is the issue? Does
the franchisee need immediate financial help of some kind, such as a loan? Or does the problem allow a more considered strategy, such as focused business consulting to help the franchisee become profitable? The process will involve a team review and discussion of the financial information available and may require further communication with the franchisee. The next stage is for the team to decide what to do next. Alternatives might include (1) a loan, either from the franchisor or a third-party lender, to the franchisee; (2) royalty abatement or reduction; (3) consulting, either by the franchisor’s operations staff or an outside consultant;
(4) aninterim management team from either the operations group, another franchisee, or a third party; (5) sale or other transfer of the business; or (6) some combination of these. All of these options are examined below.
The franchisor will need to decide if it will make a loan to its franchisee. Does the franchisor want to lend its own money to the franchisee? Or does that cut against the general franchise
philosophy, which is that the capital for expansion comes from the franchisee? Does the franchisor have the funds to do this? The grade school philosophy of “Do you have gum for everyone else in line?” comes into play here as the franchisor can expect others to make a similar request if it extends a loan to one franchisee. The franchisor might consider facilitating a loan from a third-party lender. But how far is the franchisor willing to
go to facilitate such a loan? Will the lender make the loan without some collateral or guarantee from the franchisor? If the franchisor does guarantee the loan, it should again
expect other franchisees to line up for their guarantees. If the franchisor makes a loan to the franchisee, the franchisor will want to ensure that it is properly documented. A formal note is definitely in order. In the case of an incorporated franchisee, the franchisor also should consider whether to require the franchisee’s principals to execute personal guarantees. Or, if the money originally came from a family member, the franchisor should consider obtaining a guarantee
from that person. Yet another consideration will be for the franchisor to
obtain an appropriate security interest in some, or all, of the assets of the franchisee. If the franchisee is financially distressed, its assets might already be pledged or otherwise
encumbered. In that case, the franchisor may need to do a detailed review to determine whether a subordinate position will be permitted or if it will be of any value. However, the lender who has a senior security interest might agree to some sharing of risk relating to its security if it sees value to it in the franchisor’s loan to the franchisee. This risk sharing would normally take the form of an intercreditor agreement of some type. If the original agreement included the personal guarantee of another person, the franchisor also should consider taking a security interest in the assets of that other person. In some cases, the franchisor could consider taking a mortgage
to secure the guarantee. An important word of caution: If the franchisor takes any of the steps outlined in this section, whether a loan, royalty abatement, consulting services, etc., an important issue beyond the friction within the system caused by the loan to this franchisee and not others is that the franchisor might be Published in Franchise Law Journal, Volume 31, Number 2, Fall 2011. © 2011 by the American Bar Association. Reproduced with permission. All rights reserved. This information or any portion thereof may not be copied or disseminated in any form or by any means or stored in an electronic database or retrieval system without the express written consent of the American Bar Association.
68 Franchise Law Journal ■ Fall 2011
legally obligated to extend the same arrangement to other franchisees. After all, there are states with statutes that prohibit discrimination among similarly situated franchisees.2
The answer is that, for the most part, the “similarly situated” concept permits the franchisor the needed flexibility to tailor its solutions to each franchisee’s situation as long as the
franchisor is dealing in good faith and is not simply being arbitrary.3 The question of arbitrariness normally comes into play only where there are facts that would indicate that
the franchisor’s actions are taken based on other than legitimate business motives.4
Royalty Abatement, Reduction, or Forgiveness
Whether the circumstances warrant a royalty abatement, reduction, or forgiveness is often a difficult decision to make. Royalties are, as a rule, the essence of a franchise. To change
the royalty, even on a temporary basis, is an extreme step. A temporary measure is usually the right answer if some change is needed. A franchisor should consider a permanent
change only if there has been some fundamental economic change that is, in and of itself, a permanent change that directly affects the economics of the franchise relationship.
An example of a permanent change might be if the royalty had been based on a certain profit margin range, and the margins in the particular industry had clearly declined on
a permanent basis. In that case, a permanent adjustment to the royalty might be justified.
Duration of the temporary change needs to be decided on the front end. In doing so, the franchisor should keep in mind that the franchisee will likely resent the increase back
to the original royalty at the end of the abatement period, notwithstanding the goodwill that the franchisee felt when the reduction/abatement first took effect. The longer the
period of reduced royalty, the more difficult it will be for the franchisee to accept reinstatement to the prior level.
Sometimes what the franchisee needs is focused business consulting beyond that normally provided by the operations team. Think of it as turnaround consulting.
This turnaround consulting can be done internally either with a special commitment by the existing operations team or by the use of a group specially established for that franchisee
and other franchisees within the system that have similar economic issues. If the resources are not available internally, the franchisor can bring in a third party to provide
the appropriate consulting services. In some cases, other franchisees within the system may have the skills and the resources to assist. The turnaround team should assess the problems in the
business operation of the distressed franchisee and determine what steps can be taken to turn the business around. These may be cost-control steps, a new marketing plan, or other
operational changes. The team normally cannot implement the turnaround plan; that will be left to the franchisee. If the franchisee will not take the needed steps, it may be time to
go back to counseling and encouraging the franchisee to sell. One issue to be decided here is whether the franchisee should pay for the consulting services. The franchisor, of course, must consider the level of financial distress that the franchisee is experiencing. But in certain circumstances, it may be appropriate at least to consider taking payment from future profits because the franchisor is providing a real service just by finding the right consultant.
Interim Management Teams
Another option is for the franchisor to provide an interim management team. This step goes beyond the concept of providing consulting services. Here, the franchisor takes
over part or all of the management of the franchise on an interim basis. Generally, the franchisee steps aside and lets the franchisor run the locations. The end objective could be the sale of the franchise or only the turnaround of the business. In either case, the thought is that the interim management team is just that, i.e., interim, and will turn over management when the objective is accomplished. To do this, the franchisor and the franchisee should enter into a written interim management agreement. This agreement should cover a number of matters, particularly those
discussed below. The team could be made up of the franchisor’s operations people, those of a third party, or those of another franchisee. Because there will be cost involved, the agreement must address how the costs will be covered. Although the franchisor might logically bear the costs of consulting services, the costs of interim management more likely will be charged
back to the franchisee or at least to the location itself. This charge can take the form of retention by the franchisor of the profit generated by the outlet or an agreement to pay the
costs out of the proceeds of a future sale of the location. The interim management agreement with the franchisee should be clear about payment amounts and methods.
The franchisor also needs to consider who will bear the risks involved in the operation of the location. Appropriate insurance coverage should be in place as well as appropriate
indemnifications from the franchisee, all to be specified in the interim management agreement.
Clear time frames and consequences are useful. That is, what happens if the objectives are not reached in a certain period (say six months)? Does the location revert to the franchisor?
Is it closed? Can the franchisor close it unilaterally? These terms should be addressed expressly in the agreement.
Sale of the Outlet
Selling the outlet is another alternative for the distressed franchisee. In this case, the sale would not be forced by the franchisor as discussed earlier in the nonsalvageable situation. Rather,
the franchisor could offer this as an alternative and then provide assistance to the franchisee to accomplish the sale. If the franchisor’s internal sales staff has the capacity,
that group could provide the assistance. This might take the form of consulting with the franchisee on marketing efforts, such as where to list the franchise and how to describe it, or
the franchisor could add the location to its own listings. The Published in Franchise Law Journal, Volume 31, Number 2, Fall 2011. © 2011 by the American Bar Association. Reproduced with permission. All rights reserved. This information or any portion thereof may not be copied or disseminated in any form or by any means or stored in an electronic database or retrieval system without the express written consent of the American Bar Association.
Fall 2011 ■ Franchise Law Journal 69
franchisor could also offer to assist with the expense of marketing as it is normally in the interest of the franchisor to get struggling locations into the hands of new management.
Often, the most likely buyer is a neighboring franchisee that is having more success. The franchisor can facilitate such a purchase by raising the idea with the neighboring franchisee. In some cases, the franchisor may be willing to assist with the purchase, especially if the franchisor views the neighboring franchisee as more likely to succeed with
the location. Another route is for the franchisor to enter into an arrangement with a broker that specializes in the resale of franchise locations. Of course, the franchisee can find such a
broker on its own, but if the franchisor has entered into an ongoing relationship for that purpose, the broker will likely be familiar with the system and its characteristics, both pro and con. As such, the broker will be better suited to assist with the sale faster than a broker coming in without that background and experience. An important aspect at the outset of this sale process is for
the franchisor to confirm in writing what it can do for the franchisee. The franchisor normally will want to make clear in that writing that although the franchisor will assist, the responsibility
for the sale lies with the franchisee, not the franchisor.
Combination of Alternatives
A franchisor can consider any combination of the previous alternatives depending on the circumstances. The franchisor’s analysis of the nature and urgency of the problem is critical. For example, the franchisor could offer a loan to cover cash flow issues while a consulting team is dispatched. The same concept applies to royalty abatement: How urgent is the problem? A consulting arrangement might morph into an interim management arrangement. The franchisor’s team might have only short-term availability, so the franchisor might have that team in place only until a neighboring franchisee can provide a manager or a team or buy the outlet. Each case requires analysis of the alternatives, or variations of them, that best fit the individual case.
As discussed above, the franchisee’s situation might not be salvageable. In that case, termination of the agreement is in order. Any termination has its own issues that must be considered.
Notice and Right to Cure
If the franchisee has breached the agreement, the franchisor usually must give notice of the breach and afford the franchisee a period to cure, as specified in the agreement. This requirement might exist under the franchise agreement or under applicable state law.5 The notice should be drafted to provide that the termination occurs without any further action if the violation is not cured within the specified time. If that has been done and if the franchisee files for bankruptcy in the interim, the termination will still be effective and not subject to the automatic stay discussed below. On the other hand, if the notice states that the agreement will be terminated after
the cure period and directly or implicitly requires a further act by the franchisor to terminate, the automatic stay will prevent that termination by the franchisor.6
Under some circumstances, usually specified in the franchise agreement, the franchisor can terminate the agreement immediately without any notice or opportunity to cure.
If those circumstances have occurred, then the franchisor should simply notify the franchisee that the agreement is terminated. Such notice should prevent the franchisee from
stopping the termination process with the bankruptcy automatic stay.7 Termination is a serious step, however, with significant financial consequences. It is not a step that the
franchisor should take without a sound basis for the action. Many franchise agreements provide that the agreement can be terminated immediately upon the filing of a bankruptcy or the insolvency of the franchisee. A provision permitting termination of an agreement based on a bankruptcy filing is void. However, a provision permitting termination based on insolvency of the franchisee usually is not void. On the contrary, it is perfectly permissible, barring some state
law prohibitions.8 So, what constitutes insolvency? Perhaps the most commonly
used definition is found in § 1-201(23) of the Uniform Commercial Code: “A person is ‘insolvent’ who either has ceased to pay his debts in the ordinary course of business or cannot pay his debts as they become due or is insolvent within the meaning of the federal bankruptcy law.”9 For an insolvency termination, the franchisor should ensure that the franchisee’s condition meets any definition of insolvency in the agreement or under the applicable state
law and that the franchisor has clear proof of that fact in its file: either financials of the franchisee that the franchisor believes to be accurate and complete or an acknowledgement
in some form by the franchisee that it has ceased paying or is unable to pay its debts in the ordinary course of business. The best possible scenario would be an admission by the franchisee, in writing, that it is in fact insolvent.10 The clear proof of insolvency should stand alone and be able to convince a third party without question; otherwise, the franchisor, even if it ultimately prevails, may set itself up for potentially expensive litigation if the franchisee or a trustee
in bankruptcy files an action for wrongful termination. Termination based on a franchisee’s insolvency is definitely a “consult counsel” decision.11 Regardless, if the franchisee is operating the location under a cloud of insolvency, it is likely that the franchisor will have other grounds to support termination. The franchisor should set forth any and all defaults of the franchisee, rather than just state its right to terminate immediately based on the franchisee’s insolvency, in the termination letter.
State Law Regarding Termination
A number of states have specific laws relating to termination. 12 The franchisor must confirm that there is no state law that overrides the franchisor’s right to immediate termination
Published in Franchise Law Journal, Volume 31, Number 2, Fall 2011. © 2011 by the American Bar Association. Reproduced with permission. All rights reserved. This information or any portion thereof may not be copied or disseminated in any form or by any means or stored in an electronic database or retrieval system without the express written consent of the American Bar Association.
70 Franchise Law Journal ■ Fall 2011
under the agreement. These statutes may require notice and a right to cure even if the agreement does not. The statutes also may mandate a longer notice and right to cure than the agreement
provides. In most cases, such state laws will also pre-empt the agreement’s choice of law and maybe its venue provision as well. As a result, the franchisor needs to check state law before firing off a termination letter. Failure to comply with a state law restriction on termination can result in costly litigation or damages and may void the termination.
For any termination, the franchisor should follow a consistent process. That process should have been established before the need arises, and the process should be formalized. Authorization: Who within the franchisor’s company can authorize termination? Because termination is a serious step, it should be authorized by a senior manager, perhaps the president, but at a minimum by the executive charged with running the franchise group of the company. If the
franchisor has in-house counsel, that person should also review and approve a termination. The request for termination authorization should be in writing, stating the basis or bases for the termination. Preferably, the field managers responsible for supporting the franchisee should sign off on the decision, too. Documentation: The franchisee’s file should contain written documentation and detail supporting the basis for the termination, and that detail should be reviewed by the decision maker, and preferably by counsel, before the decision is made. Such detail includes correspondence between the franchisor and the franchisee, any evaluation reports, and follow-up reports and communications. There should be confirmation from counsel (inside or outside) regarding the applicable state law, including a summary of any termination- specific provisions of that state law. In reviewing the file, look for indications that there are existing collateral issues that the franchisee might raise either in responding to the termination letter or, worse, in asserting a claim for wrongful termination. For example, did the franchisee complain to the field representative about some issue that has merit and could be considered a cause
of the failure? It is also important that the file contains all correspondence and other evidence of communications with the franchisee. Often, a field manager will maintain a file with notes
and other material that did not make it into the headquarters file. Inquire, and get affirmative responses, from all who support the franchisee that the main file contains copies of
everything, including any personal notes and the like. This file analysis applies in any termination. It cannot be bypassed or shortened because the franchisee in question
has financial issues. Termination Letter: Legal counsel should write the termination letter, which should specifically set forth all applicable bases for termination and reference the franchise agreement provisions giving the franchisor the right to terminate under
the stated circumstances. If notice and a right to cure are required, it must be clearly stated. As mentioned earlier, the termination upon failure to cure should normally be automatic
and unconditional. Transition: If the termination becomes effective, the franchisor
needs to decide whether to keep the business open or to shut it down following termination. Keeping it open means that there will be an operating transition team. Closing
it requires a closing team. The franchise agreement will likely set forth the obligations
of the franchisee upon termination, whether the business continues or is shut down. These obligations normally include returning materials and cooperating in the shutdown
or the transition. If there is a shutdown, the franchisee will almost certainly
be required to de-identify. The de-identification process will require, at a minimum, the removal of all signage. This can be a difficult process if there are large and complex signs with the
franchisor’s trademark. All interior signage with the marks must be removed as well. And if there is trade dress involved, say a distinctive decorating scheme, the franchisor will need
to determine what must change. Trade dress issues involving structural elements of the building can be very difficult even if the agreement contemplates the de-identification.13
If the franchisee will not cooperate, or if the franchisee simply shuts down and walks away, the franchisor may need to send a team of its own people to remove the signs. Changing
décor in that situation raises its own issues. If the franchisee refuses access, the franchisor generally must seek a court order that permits access even if the agreement specifies that
the franchisor may enter on termination. The franchisor’s team may not breach the peace in order to remove signage and other items bearing the marks. In any court order, the
franchisor should obtain language addressing a trade dress change if that is an issue in the system. The judge will want to know very specifically what the franchisor wants. Otherwise,
the request for an order may be denied, or the resulting order might not accomplish what the franchisor desires. Because the de-identification process presents many important issues, the franchisor should establish a protocol and prepare its field operations team well before any required implementation. Anytime it is used, the team should update and refine the process.
If the business is to continue, the transition team will need to move in quickly. The franchisor will either assume the lease or, if the type of business permits, set up the business
in a new location. The employees will have to be transitioned or new employees hired. Like the de-identification process, the details of the general transition process should be established well in advance and refined after every use. In addition to these transitional details, the franchisor
should be aware that the act of taking over may also mean that it could end up assuming certain liabilities of the franchisee.
Dealing with the Franchisee’s Creditors
There will be creditors. And they will want to be paid. They will not be happy when the franchisor tells them that the franchisee is out of business.
Obviously, the franchisor does not want to have to pay the creditors, so the franchisor should take steps to ensure that it does not find itself liable for the debts as a successor
business. Consulting counsel is important, but for any creditor that sends a dun notice, the franchisor should have a form letter to use as a response stating that the franchisee
was an independent business, the franchisor did not assume any of the franchisee’s obligations, and the franchisee should be contacted for payment. Regardless of the franchisor’s efforts to sidestep the franchisee’s creditors, there may be some vendors that are critical
to the operation and with which the franchisor may want to work out an accommodation. The telephone company is a good example. Frequently, notwithstanding an agreement
provision regarding automatic transfer of the phone number upon termination or even a conditional assignment by the franchisee, the telephone company might insist that its
form transfer be signed by the franchisee and that the bill be brought current if the account is in arrears. Another area that can cause issues is taxes. Depending on the type of tax and the aggressiveness of the tax authority in question, the franchisor may find itself tagged with successor liability notwithstanding the independent nature of the franchise operation and clauses confirming that relationship in the franchise agreement. If the pending tax liability is
significant, the franchisor will want to obtain tax advice as it is working through its transition plan, particularly if the franchisor is in direct contact with a taxing authority.
Whether with a general creditor or a taxing authority, the franchisor should run a lien check before trying to take the furniture, fixtures, and equipment (FF&E) of its franchisee,
even if it has a claim to the FF&E under the franchise agreement or through a security agreement. The existence of any lien that is senior to liens filed by the franchisor will need to
be resolved before the franchisor can take the FF&E, whether for resale generally, for another franchisee, or for use in the franchisor’s future operation of the business.
What should the franchisor do if the franchisee is threatening to file bankruptcy? If the franchisee is in default, the termination letter should be sent immediately. If accomplished
soon enough, termination of the franchise relationship eliminates the involvement, time, and expense associated with workout strategies, including a potentially costly battle
in bankruptcy court. The franchisor can always backpedal later, but when in doubt, the franchisor is best served by initiating the termination process promptly. Even when the franchisor has purportedly terminated the franchise relationship before a franchisee seeks bankruptcy
protection, it is not uncommon for an uncontrollable franchisee to continue to utilize a franchisor’s marks while in bankruptcy. If the franchisor finds itself in this predicament,
the proper forum for the franchisor to avail itself of injunctive remedies is now the bankruptcy court in which the franchisee filed bankruptcy. This is because upon filing, the bankruptcy court has jurisdiction over the franchisee even though the bankruptcy court has no authority to resurrect or rewrite the terminated franchise agreement.14
Franchise Agreement: Property of the Bankruptcy Estate?
If the franchise agreement was not properly and completely terminated before the bankruptcy is filed, the agreement will be considered property of the bankruptcy estate. In that situation,
the franchisor is barred by the automatic stay from terminating the franchise agreement or preventing the franchisee from using the franchisor’s marks without first obtaining permission
from the bankruptcy court.15 There is no room for error. Terminate swiftly, but do it properly. If the franchisee is using the bankruptcy process as a tool to reorganize its relationship with its creditors and the franchisor, rest assured that the bankruptcy court will scrutinize the franchisor’s compliance with the termination provisions as mandated by the franchise agreement and applicable state law.16
Pre-Petition Waivers of Bankruptcy Protection
If the franchisor has managed to negotiate a workout or forbearance agreement with the franchisee before the harsh realities of bankruptcy set in, the franchisor should insist
that the franchisee agree to waive bankruptcy protection in a later-filed bankruptcy. Such waiver language can save the franchisor the time and expense of seeking stay relief and reduce the risk that the bankruptcy court will deny the franchisor’s requested relief. It is advisable that the franchisor consult its legal counsel in preparing this waiver language. The bankruptcy waiver
language must be carefully crafted to reflect the specific nature of the exchange being given by the franchisor for the franchisee’s waiver. Although a waiver of bankruptcy protection
is generally an unenforceable provision in the initial loan documents or agreements, when properly drafted using clear and unambiguous language in a forbearance agreement, these
provisions are routinely upheld by bankruptcy courts.17 Nonetheless, the franchisor should not assume that a franchisee’s bankruptcy protection waiver is enforceable per se. The franchisor should be prepared to present to the bankruptcy court the totality of the circumstances surrounding the troubled franchise relationship, both leading to and following the franchisor’s decision to enter into the forbearance agreement. Although waivers of the automatic stay are sometimes drafted with the express intention of being self-executing within the agreement, it would be a serious error for the franchisor to exercise its rights to terminate the
franchise relationship absent an order from the bankruptcy court. Before taking any action upon being notified of the franchisee’s bankruptcy filing, the franchisor should consult with its counsel. The appropriate response may be to utilize the franchisee’s bankruptcy protection waiver as grounds to seek relief from the automatic stay on an expedited basis;
however, should the franchisor decide to take a wait-and-see approach to the franchisee’s bankruptcy filing, the franchisor can feel more comfortable knowing the waiver is available
for later use if necessary. Published in Franchise Law Journal, Volume 31, Number 2, Fall 2011. © 2011 by the American Bar Association. Reproduced with permission. All rights reserved. This information or any portion thereof may not be copied or disseminated in any form or by any means or stored in an electronic database or retrieval system without the express written consent of the American Bar Association.
Understanding the Reasons for the Bankruptcy
As discussed above, if the finance and operations team members have paid attention to the warning signs, the franchisor should not be blindsided by a franchisee’s bankruptcy
petition. Ideally, the operations person also should have a clear understanding of the nature and longevity of the forces that have pushed the franchisee into bankruptcy. Is the franchisee seeking to get out of a burdensome lease? Delay an aggressive tax auditor? Extract itself from a costly partnership dispute? Knowing the “why” behind the bankruptcy filing, which in some instances will have nothing to do with the otherwise healthy franchise relationship, will enable the franchisor to assess objectively the likelihood that the franchisee will emerge from bankruptcy in one piece. Such an assessment should dictate the legal positions and remedies that the
franchisor pursues in the bankruptcy proceedings. As soon as the franchisee begins to threaten or consider bankruptcy as an option, the franchisor, together with its legal team, should lay the groundwork for an exit strategy or, alternatively, develop a plan to play an active role in the reorganization process. A prudent franchisor will have taken these steps prior to the actual bankruptcy filing. In some instances, the franchisor may be unable to control the unpredictable nature of the forces pushing its franchisee into bankruptcy. If the franchisee is attempting to control pressures from other parties or sources, the franchisor should take time to evaluate
whether a formal reorganization might actually work to the advantage of the franchise relationship and, if so, how. The franchisor should recognize that the franchisee’s
bankruptcy filing is not a pragmatic solution to poor management or marketing challenges. It will not improve the franchisee’s sales, increase its revenue, or alter or improve other economic forces such as competition or market conditions. The reality remains that unless coupled with a realistic business solution, a bankruptcy is seldom a practical remedy to a troubled franchise relationship.
What Happens Now?
What happens after the franchisee pulls the trigger and files bankruptcy? Did it file a Chapter 7? Or did it file a Chapter 11? Does it matter? As discussed, if the franchise relationship
is salvageable, a Chapter 11 reorganization can be a valuable tool for a troubled franchisee. On the other hand, if there is no viable solution to the fundamental business problems plaguing the franchisee’s business, a Chapter 7 bankruptcy liquidation is the appropriate remedy. Sometimes,
unfortunately, a franchisee’s initial Chapter 11 petition will eventually be converted to a Chapter 7 liquidation. A franchisee that files a petition in bankruptcy under Chapter 7 will be required to liquidate the franchise. In this type of bankruptcy, the franchisor will be dealing with a trustee or liquidating agent that will supervise and control the disposition of the assets and payment of liabilities. If the franchisee files a Chapter 11 bankruptcy petition, the franchisee rather than a trustee will have authority to continue to operate the business as a debtor in possession within certain guidelines and restrictions. In some instances, the Chapter 11 plan proposed by the franchisee may include a partial, or full, liquidation of the business. In this instance,
the franchisee will have a great degree of control over the disposition of the assets and payment of claims.
What happens if the franchisor did not terminate the franchise relationship before it received notice that the franchisee filed bankruptcy? Unfortunately, the automatic stay under § 362(a)
of the Bankruptcy Code operates to stop all collection efforts against the franchisee and its assets, which includes a franchisor’s right to terminate the franchise relationship.18 However, the franchisor does have an option. The automatic stay only operates to suspend the franchisor’s efforts to terminate the franchise agreement. It does not prevent termination of the franchise agreement indefinitely. The franchisor may petition the bankruptcy court to lift or modify the automatic stay by (1) establishing cause for relief or (2) establishing that the franchisee does not have equity in the property interest and that the property is not necessary to an effective reorganization by the franchisee.19 In a franchise relationship, “cause” sufficient to modify the
automatic stay has been found to exist under a variety of scenarios, including the following:
- failure to make payment on post-petition monetary obligations, such as royalties and advertising expenses;20
- failure to maintain insurance coverage required under the franchise agreement;21
- failure to comply with the cash collateral order and budget negotiated with the franchisor or other secured creditor;
- failure to file all state withholding and/or sales tax reports or maintain a properly funded tax escrow account;
- operation of the franchise in a substandard fashion or failure to maintain quality standards material to the franchise relationship;22
- failure to complete improvements or construction required under the franchise agreement;
- failure to use the franchisor’s marks in a manner consistent with the franchise agreement;23 and
- default on a lease deemed to be interrelated and interdependent with the franchise agreement. The lease should contain an enforceable cross-default provision. If one or a combination of the above defaults cannot be easily rectified by the bankrupt franchisee, the franchisor should not hesitate to retain legal counsel to seek permission from the bankruptcy court to terminate the franchise agreement. Regardless of the circumstances, the franchisor should move swiftly to make its presence and stake in the outcome of the bankruptcy case known to the bankruptcy court and other interested parties. Even if the franchisor has decided to take a more laid-back approach to the franchisee’s efforts to reorganize or sell the business, defaults under the franchise agreement should be promptly reported to the franchisee’s bankruptcy counsel and, if appropriate, documented Published in Franchise Law Journal, Volume 31, Number 2, Fall 2011. © 2011 by the American Bar Association. Reproduced with permission. All rights reserved. This information or any portion thereof
may not be copied or disseminated in any form or by any means or stored in an electronic database or retrieval system without the express written consent of the American Bar Association. in formal bankruptcy motions or objections. Even when issues are easily resolved, such communications can help the franchisor to reposition itself quickly in the bankruptcy case
should the situation deteriorate. Therefore, it is always advisable to continue to monitor closely the franchisee’s progress and create a record concerning the franchisee’s pattern of instability and default. These efforts will later serve as additional support for the franchisor to object to the franchisee’s efforts to assume, or assume and assign, the franchise agreement. From inception
of the franchisee’s bankruptcy case, the franchisor should at all times remain informed and watchful in the event that a more active or aggressive approach becomes necessary later
in the bankruptcy case.
Rejection, Assumption, and Assignment
of the Franchise Agreement
Three scenarios may ensue. The franchisee or trustee administering the bankruptcy estate may decide to reject the franchise agreement formally. The franchisee may attempt to
assume the franchise agreement and continue to run the franchise business. And finally, in some instances, the franchisee may even attempt to assume and assign the franchise
agreement to a third party. The franchisee has deadlines within which to make such decisions; however, the franchisee also has a right to continue to operate the franchise business and use the franchisor’s marks while in bankruptcy and before such decisions are made. Bankruptcy courts routinely provide the franchisee this “breathing room” as long as the status quo in the franchise relationship is maintained. Similarly, while the franchisee is under bankruptcy protection, the terms and conditions of the franchise agreement remain binding upon the franchisor.24
In situations involving formal rejection of the franchise agreement, the franchisor, under certain circumstances, may request an order from the court requiring rejection on a more immediate basis. Is the franchisor incurring daily, excessive, and/or non compensable damages? Has the franchisee’s exclusivity been terminated? Is the franchise agreement not essential
to the franchisee’s liquidation or reorganization efforts? If the answer to any of the foregoing is a resounding yes, the franchisor may want to stop the bleeding and try to extract
itself from the bankruptcy proceedings as soon as possible. Rejection of a contract in bankruptcy is treated as a breach. The franchisor is entitled to an unsecured pre-petition claim against the bankruptcy estate for damages suffered as a result of the rejection, or breach.25 Most franchise agreements will give the franchisor the right to include attorney fees and expenses in its damage calculations. Close examination of the nature and timing of the damages incurred by the franchisee’s default is recommended because damages suffered by the franchisor after the bankruptcy is filed but before the franchise agreement is formally rejected may warrant priority
treatment under applicable bankruptcy law.
In the rare instance where the franchisee is fully performingunder the franchise agreement, the franchisee may assume the agreement in bankruptcy as long as the bankruptcy court determines that the franchisee is exercising good business judgment. Otherwise, where the franchise agreement is in default at the time of the bankruptcy petition, or the franchisee defaults post petition, the franchisee must prove that (1) all monetary and other defaults will be cured promptly, (2) prompt compensation to the franchisor for any pecuniary loss resulting from the default has been made, and (3) adequate assurances for the franchisee’s future performance have been provided to the franchisor.26 Regarding the second precondition to assumption, a franchisor is often entitled under its franchise agreement to recover damages other than unpaid royalties, including costs, expenses, reasonable attorney fees, and interest. In evaluating the third precondition, the bankruptcy court will scrutinize the franchisee’s ability to satisfy the financial obligations of the franchise agreement. The good news is that the assumption process in the context of a franchisee’s bankruptcy can prove to be an invaluable tool to a franchisor’s workout efforts. The franchisor should consider using this opportunity to secure personal guarantees, letters of credit, or other financial accommodations not previously negotiated or secured. Once the franchisee emerges from bankruptcy, the franchise agreement and any ancillary agreements arising from assumption remain intact and enforceable by the franchisor.
In bankruptcy, a contract that cannot be assigned under nonbankruptcy law cannot be assumed and assigned absent consent of the contracting party. Because the franchisee may be
barred, as a matter of law, from (1) assuming the franchise agreement or (2) assuming and assigning the franchise agreement to a third party, franchisors may seek stay relief on that basis alone in order to terminate the franchise agreement. The strongest argument typically advanced by the franchisor is that the franchise agreement contains trademark and other intellectual property licenses that are personal in nature. Under the Lanham Act and other intellectual property law governing the assignment of personal rights created by licenses in the franchise agreement, there generally can be no assignment of this property absent the franchisor’s consent. A franchisor, therefore, can use the Lanham Act as both a shield and a sword against the assumption and assignment of the franchise agreement by either the franchisee or the bankruptcy trustee. Even in bankruptcy, the franchisor’s consent to an assignment of the franchise agreement is an invaluable positioning tool. Anti-assignment clauses in the franchise agreement
may be used to prevent a franchisee from simply assuming the franchise agreement with no intention to assign it to a third party. Consequently, the franchisor should carefully use its consent to assert control over any workout vehicle
that contemplates the continuation or sale of the franchise business by a financially troubled franchisee
Franchisor systems are likely still dealing with the effects of the recession. But even if those systems have made it through intact, they will be dealing with financially distressed franchisees— if not now, then within the near future. In fact, at this moment, franchisors’ field people are probably putting together e-mails outlining financial issues faced by one or another
of the franchisees for which they are responsible. Hopefully, this article has provided ideas to help franchisor systems work effectively with financially distressed franchisees.
What is the Purpose of The Business Rescue Procedure?
Q: What is the Purpose of The Business Rescue Procedure?
A: Business Rescue aims to do exactly what the name says; to rescue or rehabilitate a Company which is under financial duress. A rescue plan must be drawn up by the Business Rescue Practitioner (in consultation with certain parties), which must be implemented in an attempt to save the Company.
Q: What’s new?
Before 1 May 2011, the appropriate procedure to rescue a Company was known as “Judicial Management” (Sec 327 to 440 of The “Old Companies Act”)
The New Companies Act, nr 71 of 2008, might come into operation on 1 May 2011. The idea of “capital maintenance”, which was followed prior to the New Act, has been replaced by the concept of “Liquidity”.
Much like Chapter 11 – America
Liquidity is determined by looking at both “factual” and “commercial” solvency. Factual solvency is determined by measuring assets versus liabilities, and Commercial solvency is determined by testing Income versus Expenditure.
The liquidation of Companies under the “Old Companies Act” is unchanged (see Item 9 of Schedule 5 to the New Act)
Prior to the New Act Judicial Management (Old Act) was applied to save Companies. There was no appropriate mechanism by which Close Corporations could be saved.
Sections 128 to 155 of the New Act now creates a new procedure by which Companies can be rescued.
This new procedure reminds one of Debt Counselling. It is vaguely similar to Debt Counseling on Steroids.
In terms of the New Act, Close Corporations can now also be placed und “Company Rescue” (Schedule 6(1) of schedule 3 to the New Act)
As from 1 May 2011 no new Close Corporations can be registered.
In the interim Act an insolvent was allowed (without the permission of Court of your Trustee) to be a director of a Company. This has however been amended. The new Act was Amended shortly before it came into effect. Currently an Insolvent can not be a Director of a Company without permission of Court.
Q: What’s better?
A: Creditors could while your company was under Judicial Management:
- Acted against you as the surety of your company. If your company is under Business Rescue, creditors cannot take legal action against those who signed surety for the co’s debt
- Bring an application for the liquidation of your company. This is not allowed under the new Business Rescue Procedure
Q: My Company is currently under Judicial Jud Management, can I still place it under Business Rescue?
Q: What form does the Business Rescue Plan take?
A: Can take many forms, which might include a total or partial restructure of the companies’ Affairs, Property, Business, Shares & shareholding, Debt, Operation and Equity, to make the company commercially viable, and to try and create a better result for the creditors and shareholders than an immediate liquidation would bring.
Q: What is the immediate effect of a court Order placing the company under Business Rescue?
A: Once the company is placed under Rescue;
- The Business Rescue Practitioner (BRP) holds a legal position Supervisor.
He takes control over: [S118(1)(b)(i)]
- All affairs
- The BRP must develop and implement a Business Rescue Plan, which must be approved. [S118(1)(b)(iii)]
- Directors stay on in their position
- No Creditor can apply for the Liquidation of the company [S131(8)(a)]
- A period of grace (moratorium) is created during which claims against the company is stayed
- No creditor can take legal action against the company (except as discussed hereinafter)
- Al Legal Action for the repossession of assets under the control of the company is stayed. [S118(1)(b)(ii)].
- Creditors are not allowed to take legal action against the persons who have signed surety for the companies’ debt.
- The company may only dispose of assets:
- In the ordinary cause of business
- In a honest (Bona fide) manner which is at arm’s length
- For a fair value approved in advance
- Or if such disposal form part of the Business Rescue Plan
- If property of the company is in possession of a third party as result of a contract entered into before the Rescue Procedure began:
- He may retain it
- But the BRP may partially of conditionally cancel or suspend it
- Any party to an agreement that has been suspended or cancelled has a claim against the company for damages only. [s134 and s136(2) & s136(3)]
- Any person who wants to exercise any right over a property / asset in possession of the company:
- Must get the BRP’s written consent
- The BRP must not unreasonably withhold his consent [s134]
- The Employees’ Employment contract, obligations and rights under the Labour relations Act are not affected.
- The usual rule for retrenchment still applies
- Any monies due to them (even before the Rescue came into effect) are regarded as “Post Commencement Finance”. See the FAQ on Post Commencement Finance.
- The BRP is an officer of court and he has the responsibilities, duties and liabilities of a director [S75 to s77]
- If the company is placed under liquidation, the BRP is not allowed to be appointed as the Liquidator of the company
Q: What are the rights and Duties of Directors while the company is under Rescue?
- Directors must:
- exercise their duties subject to the authority of the BRP;
- attend to the BRP’s requests;
- Provide the BRP with information.
- Actions by Directors without the consent of the BRP, where consent was needed, are void.
- Directors who do not comply with any of the above conditions can be removed from office by an application to court by the BRP [s137,s75, s76 & s77]
- Various parties can apply to court to declare a director “delinquent” of to place him under probation.
- To the extent that they comply with S75 (dealing with directors’ personal financial interests):
- They are relieved from their duties they have in terms of s76, and the;
- Their liabilities in terms of s76 of the Act.
Q: Can a director be removed?
A: Yes – the BRP can apply to court for his removal. S137(5)
Q: On what grounds can a director be removed?
A: [S137(5) (a) & (b) (i) to (iii)]
- If a director:
- failed to comply with his duties in terms o the companies Act;
- By act or omission, has impeded, or is impeding;
- The BRP powers or functions;
- The management of the company by the BRP;
- The development or implementation of the Rescue Plan.
Q: What effect does the Order have on Shareholders?
- Transfer of shares and alteration of classes of shares are prohibited, except:
- Transfer of shares in the ordinary cause of business;
- If done in terms of a court order;
- If it forms part of the Rescue Plan.
Q: Are Directors under obligation to put the company under rescue, or is it a choice under the New Companies Act!
A: S129(7) (As amended by Sec 82 of Act 3 of 2011)
- If the board of directors of a company has reasonable grounds to believe that the company is financially distressed, they must either;
- Put the company under business rescue, or;
- Deliver a written notice to all shareholders, creditors, employees and trade unions, that the company is financially distressed, and give reasons why the company is not put under Rescue.
Q: How does the Business Rescue Procedure work?
- The appointed BRP is an officer of the court [s140(3)(a)]
- The BRP takes over full control from the board of directors
- He may remove any person from his position and appoint another person in his place.
- The BRP may not appoint any person to management who:
- Impartiality, integrity of objectivity is compromised by a relationship with the company, or;
- Has is a relative of someone related to the company
- He must report to court as by the rules of the court [s140(3)(a)]
- The directors must as soon as possible deliver to the BRP al books, records and relevant information. [s142(1)]
- Within 5 days from commencement of the Rescue proceedings, the practitioner an statement of affairs which must disclose at least [s142(3)]details of:
- Material transactions within 12 months before the Rescuer commenced
- Any court-, arbitration- or administrative proceedings that the Company is involved in.
- Assets and liabilities over the past 12 months
- Income and expenses over the past 12 months
- The number of employees
- Collective or other agreements relating to the rights of the employees
- Debtors and their obligations to the company
- The BRP must investigate the Companies affairs, business, property and financial situation and determine if there is a reasonable prospect of rescuing the company. [s141(1)]
- If there is no a reasonable prospect of rescuing the company, he must inform the court, the company and all affected persons, discontinue the business, where after the company must be liquidated. [s141(2)]
- The BRP must, within 10 days of appointment hold a meeting of creditors [s147] & a meeting with the representative of the employees [s148]. He must inform them if there is a reasonable chance of saving the company. They must be informed that each of these groups is allowed form a committee to represent them.
- Notice of this (first) meeting must be given to all creditors, trade unions, and creditors (they must be obviously notified of time, date, place and agenda)
- Once the company out of its financial difficulty, he must notify court, the company and all affected persons, and apply to court for the termination of the Rescue Order. [s14(2)(b)]
- The BRP must consult with the management of the company and prepare a Business Rescue Plan as envisaged in section 150(2).
- The Plan must be availed to all affected parties, who must decide whether they accept the Pan or not.
- The plan must be compiled under four headings; Background, Proposals, Assumptions and Conditions. See the FAQ – What must be covered with in the Rescue plan?
- The Business Rescue Plan must be published within 25 work days after the BRP was appointed. This period can be longer if the court so directs. [s150(5)]
- Within 10 business days after publication of the Plan the BRP must convene creditors and other holders of voting interest. Notice of this meeting must be sent out at least 5 business days beforehand. The notice must set out:
- Date, time, place and agenda, and further:
- A summary of the rights of affected persons to participate and vote at the meetings. [s151]
- At the first meeting of creditors:
- The BRP may receive proof of claims by creditors. [147(1)(a)(i)]
- The Rescue Plan is introduced, considered, voted on (with or without amendment)
- If the majority Accepts the plan, it is binding on the company, the creditor & shareholders.
Q: What must aspects be covered in the Rescue plan?
A: section 150
- Background must include:
- Complete list of assets
- Securities held over assets
- Complete list of creditors
- Creditors’ ranking in preference
- The probable dividend that creditors would get if the company was to be liquidated immediately
- Copy of a written agreement setting out the BRP’s remuneration
- A statement declaring whether the rescue plan includes proposals made informally by a creditor.
- Proposals must include:
- Details of any moratorium
- The extent to which the company is to be released from debt payment
- Details of debt that is to be converted in equity
- Details of debt that is to be converted in equity in a sister company
- The future role of the company
- How existing agreements will be dealt with
- Property available to pay debts
- The order of preference in which the property will be applied to debt
- A comparison between Liquidation of the company versus being under Business Rescue procedure. All affected parties’ position must be considered.
- The effect on the different classes of securities
- Assumptions and Conditions must include:
- The conditions that must be in existence for the plan to be fully operational
- The effect on the numbers of employees
- How employees’ conditions of employment will be affected
- The circumstance in which the Rescue Plan will end
- Projected financials if the plan was to be adopted, which must show:
- A balance sheet
- Income and Expenditure sheet
- Material assumptions and alternatives must be set out
- The BRP must certify that the Projections are good faith estimates, based on facts, and;
Q: How is the Business Rescue Practitioners remuneration determined?
A: According to section 143 of the Act the Minister will publish BRPs’ tariffs and fees in the Government Gazette.
The BRP may propose a agreement different from the tariffs published in the gazette, which must be approved by the majority of “persons with a voting interest”, in terms whereof, additional to the Gazette tariff, he will:
- be remunerated on performance
- Take equity in the company
The BRP’s remuneration must be voted on at a meeting convened for that purpose.
The BRP’s remuneration and expenses rank in priority before all other claims.
A creditor or shareholder who voted against the BRP’s remuneration may, within 10 business days after the meeting, approach court for an order setting aside the agreement. The court will set the agreement aside if convinced that:
- The agreement is not just and equitable; or,
- Having regard for the company’s financial circumstances, the remuneration is extravagant.
Q: What types of formal meeting are held while the company is under Rescue?
- In the daily conduct of business it is obvious that a lot of informal meetings (not required by the act) will be held. The formal meetings follow here under.
- The prescribed “First Meeting”, within 10 days from the appointment of the BRP. [s147(1)]
- Meetings to determine the future of the company [s151]
- Meetings to adopt the BRP’s remuneration proposal.
Q: Who can vote on a Meeting held to determine the future of the company?
A: In terms of section 151, persons with a “voting interest” can vote namely creditors, shareholders, employees and Trade Unions on behalf of employees.
Q: Who can vote at the Business Rescue Meetings?
A: On any meeting which is not held to determine the future of the company i.t.o s151, the following rules apply:
- Independent creditors can vote
- Employees can vote
- A creditor who is related to the BRP, to a director of the company, or to the company itself is excluded from voting.
- The vote of majority of the persons that have voting rights is deemed to be the decision of the meeting.
- Votes are “weighted” according to the value that a creditor is owed.
- If it is difficult to place a value on the vote of, for example the employees, then the value must be determined by a appraisal. [s145(4) to 145(6) and s128(1)(j)]
- From the wording in the Act it seems that a party who has abstained from voting is not “deemed” to have voted.
Q: What is the function of the Creditors & Employees committees?
- They can consult with the BRP, but they may not direct or instruct him.
- They are entitled to receive Business Rescue reports
- They must report to their Bodies
- They must act independent from the BRP
Q: What is meant by “Post Commencement Finance”?
A: The Act tries to motivate creditors, bankers, employees and suppliers to support the company to keep on doing business with the company while it is under Rescue. The parties that maintain a business relationship with the company while it is under Rescue become preferent claimants for money which became due to them after Commencement of the Rescue.
The company is allowed borrow money whilst it is under rescue, [135(2)(a)] provided that such loans will, in order of preference, rank as stipulated in section 135(3). The loan agreement may include a condition that the company secures the loan by any of its assets which is unencumbered. I will refer to these creditors as “Post Commencement Lenders”, although the act has no such definition.
Even if the company goes under liquidation after the Rescue has not succeeded, the preference created by section 135(3) remains, but then includes the cost of liquidation.
- Section 135(3) creates the following of preference for the “Post Commencement Creditors”:
- The BRP’ expenses and remuneration ranks first as set out in s143;
- Employees’ salaries and monies due to them for reimbursement of expenses they incurred on behalf of the company during Rescue ranks second;
- “Post Commencement Lenders” rank third (and also in order of which they were incurred)
- Unsecured claims rank last.
Q: Why should you not make use of the resolution procedure to put a company under Business Rescue?
A: Should, at the first meeting of Creditors, the creditors vote against the adoption of the rescue plan, the BRP must immediately file a notice at CIPRO (CIPC?) of termination of the Rescue Procedure. The creditors then immediately have legal standing to commence legal proceedings, including the right to:
- summons for the attachment and return of assets;
- apply for liquidation of the company, and, not the least;
- To act against those persons who signed sureties for the company’s debts
Q: Who appoints the BRP?
- When the Recue Application is brought before court, the Applicant in that application proposes to court a BRP who is Qualified to be appointed, and asks that court appoints him.
- When granting the Rescue Order, the Court may make an order appointing a second (additional BRP) who has been nominated by an affected person. This additional BRP’s appointment must be ratified by the majority of “independent creditors”(calculated in terms of voting rights).
Q: Who Removes the BRP?
A: Only the Court can remove the BRP on application by an affected person.
Q: Who are “Affected Persons”?
A: Section 128(1)(a)
- Relevant Trade Unions
Q: Who are “Persons with a Voting Interest”?
A; Section 128(1)(j) read with sections 145(4) to (6)
- Independent creditors and Employees
- Independent creditors – a creditor who is related to the BRP, to a director of the company, or to the company itself is deemed to not have a “Voting Interest”.
- Employees – if it is difficult to place a value on the vote of, for example the employees, then the value must be determined by a appraisal. [s145(4) to 145(6) and s128(1)(j)]
Q: Who is qualified to be appointed as a Business Rescue Practitioner?
A: [Sec 138(1)(e)]
The Act introduces a concept of a “professional business practitioner”. He must be:
- In good standing with a regulated profession. (We will later find out what exactly this means)
- Not disqualified to be a director of a company;
- Not bee placed under probation;
- He must not be “related” to the company. (Such as xx xx xx)
The Act furthermore (s138(2) stipulated that the minister may (to regulate Business Rescue Practice) designate certain persons or associations as Business Rescue Practitioners, if that person or association:
- Is committed in achieving Rescues of Companies in accordance with the Act;
- Functions predominantly to promote sound principles and good practice of business turnaround and rescue; and,
- Have sufficient human-, financial- and operational resources and adequate administrative procedures and safeguards, to enable it to function efficiently and effectively to carry out its in terms of chapter 9 of the Act, (which deals with Business Rescues).
Q: Who May apply to court for a Business Rescue Order?
A: (Section 128)
- Trade Unions on behalf of their members
Q: On what grounds will the Court grant the Rescue order?
- There is it that the company is financially distressed
- There reasonable prospects of saving the company
- Procedural requirements were not complied with
- If the court deems it “Just and Equitable” that the order be granted.
Q: What is the effect of on Legal Proceedings during Business the Business Rescue Process?
During the Rescue Proceedings, there is as general moratorium on legal proceedings against the company. Because this moratorium might prejudice the companies legal opponent, the prescribed time periods allowed in the Process Law is also suspended with the same period that the matter was postponed by the moratorium. There are a few exceptions. (S133)
Legal proceedings may continue or commence in the following instances:
- If written consent is given by the BRP;
- When the court has so ordered;
- As a set-off in legal proceedings by the company
- Proceedings about any property or right which the company holds as trustee
- Criminal proceedings against the company, its directors or officers are unaffected
- A guarantee or surety by the company is unenforced without leave from the court
Q: Can an application For Business Rescue be made after legal proceedings for the liquidation of the company has started?
A: Yes – irrespective if to Application was made by or against the Company. The application for Business rescue suspends the Liquidation Application until the court gave a discussion. Should the Rescue Order be granted then the application for liquidation cannot go ahead. Should the order not be granted, the liquidation application goes ahead.
Q: On what grounds can the Court be asked set aside the Rescue order?
- There is no reasonable grounds for believing that the company is financially distressed
- There is no reasonable prospects of saving the company
- Procedural requirements were not complied with (xxx by resolutions)
Q: How long does the company stay under Rescue Procedure?
- If the court is convinced (on application by an affected party) that there are not reasonable grounds for believing that the company will not overcome its financial problems – the court will the make an order by which the company is liquidated
- If an affected party applies to court for liquidation of the company and the court finds that there are grounds for believing that the company will overcome its financial problems – the court will the make an order by which the company remains under Rescue.
- Should the company come to a compromise with its creditors and all concerned parties accept such a compromise, the court will terminate the Rescue Procedure and make the compromise reached a order of court (Sec 311) of the Old Act read with [xxx]
- The BRP can make an application to court in terms whereof he asks the court Liquidate the company. If the court is convinced that the company is unable to become successful a liquidation order will be granted.
- The court always has the discretion to make an order which the court deems fair and equitable.
On what grounds can the court remove the BRP?
When the applicant proves that the BRP:
- Lacks the necessary skills
- Is not independent of the Company
- Does not comply with the requirements
Q: What happens after the court has removed the BRP?
- The court appoints a different BRP
- The new BRP must comply with the requirements of a qualified person to be appointed as BRP
- The new BRP must have been recommended by the majority of independent creditors who were represented at a hearing.
- These independent creditors include the employees who are not related to the company.
- The proposed new BRP must not be related to the Company, its directors or the “previous” BRP.
- The court may order that the new BRP may be given a period to access whether the company’s is indeed financially distressed and to furthermore determine if there is a reasonable chance that the company can be rescued.
Q: On whom must the Application for Business Rescue Order be served?
(Creditors must be notified (by registered post)?)
Q: What Time Periods is applicable?
A: Within 5 days after the Rescue order was granted, the company must notify all affected persons.
October 19, 2015 at 1:39 pm #14455Anonymous
- Within 5 days from commencement of the Rescue proceedings, the practitioner must draw up a statement of affairs.
- The Business Rescue Plan must be published within 25 work days after the BRP was appointed. This period can be longer if the court so directs. [s150(5)]
- Within 10 business days after publication of the Plan the BRP must convene creditors and other holders of voting interest. Notice of this meeting must be sent out at least 5 business days beforehand
Why is this medication prescribed?
It eliminates only active (growing) bacteria.
How should this medicine be used?
Isoniazid comes as a tablet, capsule, and a syrup to take by mouth. It is also available as an extended release tablet. It usually is taken once a day, on an empty stomach, 1 hour before or 2 hours after meals. However, if isoniazid causes an upset stomach, it may be taken with food. Follow the directions on your prescription label carefully, and ask your doctor or pharmacist to explain any part you do not understand. Take isoniazid exactly as directed. Do not take more or less of it or take it more often than prescribed by your doctor.
What special precautions should I follow?
Before taking isoniazid,
tell your doctor and pharmacist if you are allergic to isoniazid or any other drugs.
tell your doctor and pharmacist what prescription and nonprescription medications you are taking, especially acetaminophen (Tylenol), antacids, carbamazepine (Tegretol), disulfiram (Antabuse), ketoconazole (Nizoral), phenytoin (Dilantin), theophylline (Theobid, Theo-Dur), valproic acid (Depakene, Depakote), and vitamins.
in addition to the conditions listed in the IMPORTANT WARNING section, tell your doctor if you have or have ever had kidney disease; diabetes; tingling, burning, and pain in the fingers or toes (peripheral neuropathy); or human immunodeficiency virus (HIV).
tell your doctor if you are pregnant or plan to become pregnant. If you become pregnant while taking isoniazid, call your doctor.
be aware that you should not drink alcoholic beverages while taking this drug.
What special dietary instructions should I follow?
Unless your doctor tells you otherwise, continue your normal diet.
What should I do if I forget a dose?
Take the missed dose as soon as you remember it. However, if it is almost time for the next dose, skip the missed dose and continue your regular dosing schedule. Do not take a double dose to make up for a missed one.
What side effects can this medication cause?
Kaufen Isoniazid online may cause side effects. Tell your doctor if any of these symptoms are severe or do not go away:
If you experience any of the following symptoms or those listed in the IMPORTANT WARNING section, call your doctor immediately:
numbness or tingling in the hands and feet
unusual bleeding or bruising
stomach pains or tenderness
Keep this medication in the container it came in, tightly closed, and out of reach of children. Store it at room temperature and away from excess heat and moisture (not in the bathroom). Throw away any medication that is outdated or no longer needed. Talk to your pharmacist about the proper disposal of your medication.
In case of emergency/overdose
What other information should I know?
If you have diabetes, do not use Clinitest to test your urine for sugar because isoniazid can cause false results in this test.
You should bring this list with you each time you visit a doctor or if you are admitted to a hospital.October 19, 2015 at 2:28 pm #14456Anonymous
The painful taste can be reduced at hand sniffing gently past your nose after each disseminate, measure than breathing in including your nose so keenly that the medication goes to the back of your throat and gets into your mouth.
Symptoms of a serious allergic reaction may categorize: headlong, itching/swelling (especially of the face/tongue/throat), serious dizziness, trouble breathing.
This is not a whole list of tenable side effects. If you notice other effects not listed upon, telephone your doctor or pharmacist.
PRECAUTIONS: In preference to using Astelin, tell your doctor or pharmaceutical chemist if you are allergic to it; or if you have any other allergies. This artefact may keep under control resting ingredients (such as preservatives like benzalkonium chloride), which can cause allergic reactions or other problems. Talk to your rather as a remedy for more details.
First using this medication, word your doctor or apothecary your medical narrative, signally of: kidney problems.
This drug may assign you drowsy. Do not operate, use machinery, or do any endeavour that requires alertness until you are steadfast you can perform such activities safely. Limit inebriating beverages.
This medication should be hardened simply when obviously needed during pregnancy. Discuss the risks and benefits with your doctor.
It is not known whether this hallucinogenic passes into bust milk. Consult your doctor in front breast-feeding.
HYPNOTIC INTERACTIONS: Your healthcare professionals (e.g., doctor or posologist) may already be knowledgeable of any reasonable deaden interactions and may be monitoring you in the service of it. Do not start, stop or become the dosage of any Astelin already checking with them first.
Before using this medication, tell your doctor or pharmaceutical chemist of all formula and nonprescription/herbal products you may handle, first of all of: cimetidine Astelin kaufen rezeptfrei.
Tell your doctor or druggist if you also extract drugs that producer drowsiness such as: other antihistamines (e.g., diphenhydramine), anti-anxiety drugs (e.g., diazepam), anti-seizure Astelin (e.g., phenobarbital), pharmaceutical inasmuch as sleep (e.g., zolpidem), muscle relaxants, stupefying pain relievers (e.g., codeine), psychiatric medicines (e.g., phenothiazines such as chlorpromazine or tricyclics such as amitriptyline), tranquilizers, Astelin.
Chips the labels on all your Astelin (e.g., cough-and-cold products) because they may keep under control drowsiness-causing ingredients. Entreat your rather approximately the ok use of those products.
This document does not hold all possible interactions. For that reason, to come using this product, advertise your doctor or Astelin of all the products you use. Safeguard a slant of all your medications with you, and serving the schedule with your doctor and pharmacist.
OVERDOSE: If overdose is suspected, connection a poison manage center or crisis chamber immediately. US residents can call their state poison direct center at 1-800-222-1222. Canada residents can call a unsophisticated despatch domination center.
NOTES: Do not due this medication with others.
MISSED DOSAGE: If you spinster a prescribe, put it as immediately as you remember. If it is verge on the everything of the next dose, romp the missed dosage and pick up where one left off your expected dosing schedule. Do not twice the quantity to grip up.
STORAGE: Store at controlled room temperature between 68-77 degrees F (20-25 degrees C) away from light-hued and moisture. Preserve the mettle virtuous with the pump vigorously closed. Protect from bitterly cold Astelin. Do not store in the bathroom. Provision all medicines away from children and pets.
Do not flush medications down the toilet or course them into a drain unless instructed to do so. Duly discard this outcome when it is expired or no longer needed. Consult your pharmacist or adjoining wilds disposal callers as a service to more details forth how to safely abandon your product.
They can continue to sleepiness caused past azelastine. Drinking alcohol can broaden in the cards side effects of azelastine.
Call your doctor if your symptoms do not upgrade, or if they fall worse while using azelastine.
Terminate using azelastine and invite your doctor at once if you have lecherous or uneven heartbeats, tightness in your trunk, or if you sense short of breath.October 19, 2015 at 2:50 pm #14457Anonymous
In furthermore, headache and nausea occurred in more than 2% of the patients, but were more stock in placebo patients.
Placebo-controlled trials up to 4 weeks duration included 168 pediatric patients aged 2 to 5 years who received cetirizine, the the better of whom received single everyday doses of 5 mg.
The bulk of adverse reactions reported in pediatric patients grey 2 to 11 years with ZYRTEC (cetirizine) were kindly or moderate. In placebo-controlled trials, the frequency of discontinuations apposite to adverse reactions in pediatric patients receiving up to 10 mg of ZYRTEC (cetirizine) was uncommon (0.4% on ZYRTEC (cetirizine) vs. 1.0% on placebo).
Table 2 lists adverse experiences which were reported because of ZYRTEC (cetirizine) 5 and 10 mg in pediatric patients elderly 6 to 11 years in placebo-controlled clinical trials in the United States and were more mean with ZYRTEC (cetirizine) than placebo. Of these, abdominal torment was considered treatment-related and somnolence appeared to be dose-related, 1.3% in placebo, 1.9% at 5 mg and 4.2% at 10 mg. The adverse experiences reported in pediatric patients grey 2 to 5 years in placebo-controlled trials were qualitatively nearly the same in creation and on average almost identical in frequency to those reported in trials with children aged 6 to 11 years.
In the placebo-controlled trials of pediatric patients 6 to 24 months of period, the incidences of adverse experiences were equivalent in the cetirizine and placebo treatment groups in each study. Somnolence occurred with essentially the at any rate frequency in patients who received cetirizine and patients who received placebo. In a ruminate on of 1 week duration in children 6-11 months of mature, patients who received cetirizine exhibited greater irritability/fussiness than patients on placebo. In a study of 18 months duration in patients 12 months and older, insomnia occurred more many a time in patients who received cetirizine compared to patients who received placebo (9.0% v. 5.3%). In those patients who received 5 mg or more per daytime of cetirizine as compared to patients who received placebo, weaken (3.6% v. 1.3%) and malaise (3.6% v. 1.8%) occurred more frequently.
The following events were observed infrequently (less than 2%), in either 3982 adults and children 12 years and older or in 659 pediatric patients aged 6 to 11 years who received ZYRTEC (cetirizine) in U.S. trials, including an unrestricted adult study of six months duration. A causal relationship of these infrequent events with Zyrtec kaufen Ohne Rezept (cetirizine) administration has not been established.
Autonomic Concerned Organization: anorexia, flushing, increased salivation, urinary retention.
Cardiovascular: cardiac breakdown, hypertension, palpitation, tachycardia.
Central and Beside the point Uptight Systems: deviating coordination, ataxia, confusion, dysphonia, hyperesthesia, hyperkinesia, hypertonia, hypoesthesia, scurry cramps, migraine, myelitis, paralysis, paresthesia, ptosis, syncope, tremor, twitching, light-headedness, visual american football gridiron defect.
Gastrointestinal: unnatural hepatic activity, aggravated tooth caries, constipation, dyspepsia, eructation, flatulence, gastritis, hemorrhoids, increased zeal, melena, rectal hemorrhage, stomatitis including ulcerative stomatitis, vernacular discoloration, idiom edema.
Genitourinary: cystitis, dysuria, hematuria, micturition frequency, polyuria, urinary incontinence, urinary pamphlet infection.
Hearing and Vestibular: deafness, earache, ototoxicity, tinnitus.
Metabolic/Nutritional: dehydration, diabetes mellitus, thirst.
Musculoskeletal: arthralgia, arthritis, arthrosis, muscle weakness, myalgia.
Psychiatric: deviant viewpoint, stimulation, amnesia, worry, decreased libido, depersonalization, recess, emotional lability, euphoria, impaired concentration, insomnia, nervousness, paroniria, doze disorder.
Respiratory Arrangement: bronchitis, dyspnea, hyperventilation, increased sputum, pneumonia, respiratory disorder, rhinitis, sinusitis, more elevated respiratory homily infection.
Reproductive: dysmenorrhea, female soul pain, intermenstrual bleeding, leukorrhea, menorrhagia, vaginitis.
Skin: acne, alopecia, angioedema, bullous spouting, dermatitis, tedious skin, eczema, erythematous rash, furunculosis, hyperkeratosis, hypertrichosis, increased sweating, maculopapular unconsidered, photosensitivity repulsion, photosensitivity toxic effect, pruritus, purpura, rash, seborrhea, peel complaint, excoriate nodule, urticaria.
Strange Senses: parosmia, sample loss, sample perversion.
Perception: blindness, conjunctivitis, observation agony, glaucoma, loss of conformation, ocular hemorrhage, xerophthalmia.
Body as a Unhurt: accidental abuse, asthenia, endorse pain, casket pain, enlarged abdomen, masquerade edema, fever, generalized edema, hot flashes, increased onus, helping hand edema, malaise, nasal polyp, pain in the neck, pallor, periorbital edema, outside edema, rigors.
Ritual instances of transient, reversible hepatic transaminase elevations participate in occurred during cetirizine therapy. Hepatitis with historic transaminase grandeur and elevated bilirubin in coalition with the squander of ZYRTEC (cetirizine) has been reported.
In the post-marketing era, the following additional rare, but potentially austere adverse events arrange been reported: quarrelsome effect, anaphylaxis, cholestasis, convulsions, glomerulonephritis, hallucinations, hemolytic anemia, hepatitis, orofacial dyskinesia, severe hypotension, stillbirth, suicidal ideation, suicide and thrombocytopenia.
Controlled and running amok clinical trials conducted in the Collaborative States and Canada included more than 6000 patients grey 12 years and older, with more than 3900 receiving ZYRTEC (cetirizine) at doses of 5 to 20 mg per day. The duration of treatment ranged from 1 week to 6 months, with a definitely disclosing of 30 days.
Most adverse reactions reported during therapy with ZYRTEC (cetirizine) were mild or moderate. In placebo-controlled trials, the frequency of discontinuations due to adverse reactions in patients receiving ZYRTEC (cetirizine) 5 or 10 mg was not significantly particular from placebo (2.9% vs. 2.4%, severally).
The most common adverse resistance in patients venerable 12 years and older that occurred more many a time on ZYRTEC (cetirizine) than placebo was somnolence.
Mothball 1 lists adverse experiences in patients superannuated 12 years and older which were reported someone is concerned ZYRTEC (cetirizine) 5 and 10 mg in controlled clinical trials in the Shared States and that were more stock with ZYRTEC (cetirizine) than placebo.October 19, 2015 at 3:38 pm #14458Anonymous
What is Ceftin?
It works on fighting bacteria in your body.
Do not consider as Ceftin if you are allergic to cefuroxime, or to compare favourably with antibiotics, such as Cefzil, Keflex, Omnicef, and others.
Before fascinating this medication, let something be known your doctor if you are allergic to any drugs (strikingly penicillin). Also publish your doctor if you have liver or kidney complaint, diabetes, a experience of intestinal problems, or if you are malnourished.
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Ceftin can cause you to attired in b be committed to fraudulent results with stable medical tests, including urine glucose (sugar) tests. Tell any doctor who treats you that you are using Ceftin.
If you possess any of these conditions, you may need a dispense adjustment or inimitable tests to safely take Ceftin.
The verbal delaying (fluid) ritual of Ceftin may bear phenylalanine. Talk to your doctor in advance using this kind of cefuroxime if you accept phenylketonuria (PKU).
FDA pregnancy category B. This medication is not expected to be injurious to an unborn baby. Advertise your doctor if you are meaningful or plan to fit pregnant during treatment.
Ceftin can oblige creation control pills less striking, which may occur in pregnancy. Impart your doctor if you are intriguing parturition command pills to taboo pregnancy. You may neediness to play another mould of origin contain during treatment with Ceftin.
Ceftin can pass into tit exploit and may misfortune a nursing baby. Do not waste this medication without too revealing your doctor if you are breast-feeding a baby.
How should I take Ceftin Preis?
Carry off Ceftin accurately as it was prescribed benefit of you. Do not understand the medication in larger amounts, or dupe it on longer than recommended at near your doctor. Follow the directions on your direction label.
You may fight c assume Ceftin tablets with or without meals.
Ceftin verbal delaying (liquid) be obliged be captivated with food. Unnerve the oral melted skilfully right-minded already you scale a dose. To be unwavering you fall heir to the nullify dispense, barometer the liquid with a obvious measuring spoon or medicine cup, not with a equiangular table spoon. If you do not have a dose-measuring device, ask your pharmaceutical chemist benefit of one. If you exchange from using the plaquette kind to using the pronounced exclusion (liquid) stamp of Ceftin, you may not demand to use the changeless meticulous dosage in number of milligrams. The medication may not be as striking unless you put the exact form and strength your doctor has prescribed. Basis this medication someone is concerned the inviolate to the fullest extent a finally of time prescribed by your doctor. Your symptoms may take better once the infection is hook treated. Ceftin resolve not treat a viral infection such as the common wintry or flu.
This medication can ideal you to from lying results with certain medical tests, including urine glucose (sugar) tests. Pull the plug on any doctor who treats you that you are using Ceftin.
Assemble Ceftin tablets at room temperature away from moisture and heat. Save up the fiasco pantihose closed when not in use. Hold Ceftin enunciated liquid in the refrigerator. Do not cede to it to freeze. Disconcert away any fresh medication that is older than 10 days.
What happens if I wish for a dose?
Inhale the medication as soon as you call to mind the missed dose. If it is about meanwhile fitting for your next amount, avoid the missed measure and practise the nostrum at your next regularly scheduled time. Do not treatment excess prescription to garner up the missed dose.
What happens if I overdose?
Seek exigency medical distinction if you suppose you have old too much of this medicine. Overdose symptoms may contain spasm (black-out or convulsions).
What should I avoid?
Antibiotic medicines can origin diarrhea, which may be a sign of a new infection. If you bear diarrhea that is watered down or has blood in it, supplicate b reprimand your doctor. Do not use any nostrum to block the diarrhea unless your doctor has told you to.
What other drugs settle upon use Ceftin?
Earlier engaging Ceftin, tell your doctor if you are compelling any of the following drugs:
a blood thinner such as warfarin (Coumadin);
a medication that reduces stomach acid, such as an antacid, or cimetidine (Tagamet), famotidine (Pepcid), omeprazole (Prilosec), ranitidine (Zantac), and others; or
a diuretic (water pest) such as bumetanide (Bumex), furosemide (Lasix), indapamide (Lozol), hydrochlorothiazide (HCTZ, HydroDiuril, Hyzaar, Lopressor, Vasoretic, Zestoretic), metolazone (Mykrox, Zarxolyn), spironolactone (Aldactazide, Aldactone), torsemide (Demadex), and others.
Do not start winsome a fresh medication without effective your doctor.October 20, 2015 at 11:02 am #14460Anonymous
More than 1300 pediatric patients grey 6 to 11 years with more than 900 treated with ZYRTEC (cetirizine) at doses of 1.25 to 10 mg per epoch were included in controlled and uncontrolled clinical trials conducted in the United States.
Placebo-controlled trials up to 4 weeks duration included 168 pediatric patients aged 2 to 5 years who received cetirizine, the majority of whom received one always doses of 5 mg.
The majority of adverse reactions reported in pediatric patients age-old 2 to 11 years with ZYRTEC (cetirizine) were affable or moderate. In placebo-controlled trials, the frequency of discontinuations anticipated to adverse reactions in pediatric patients receiving up to 10 mg of ZYRTEC (cetirizine) was uncommon (0.4% on ZYRTEC (cetirizine) vs. 1.0% on placebo).
Fare 2 lists adverse experiences which were reported payment ZYRTEC (cetirizine) 5 and 10 mg in pediatric patients aged 6 to 11 years in placebo-controlled clinical trials in the United States and were more ordinary with ZYRTEC (cetirizine) than placebo. Of these, abdominal wretchedness was considered treatment-related and somnolence appeared to be dose-related, 1.3% in placebo, 1.9% at 5 mg and 4.2% at 10 mg. The adverse experiences reported in pediatric patients aged 2 to 5 years in placebo-controlled trials were qualitatively correspond to in complexion and roughly nearly the same in frequency to those reported in trials with children aged 6 to 11 years.
In the placebo-controlled trials of pediatric patients 6 to 24 months of age, the incidences of adverse experiences were like in the cetirizine and placebo treatment groups in each study. Somnolence occurred with essentially the nonetheless frequency in patients who received cetirizine and patients who received placebo. In a analyse of 1 week duration in children 6-11 months of maturity, patients who received cetirizine exhibited greater irritability/fussiness than patients on placebo. In a office of 18 months duration in patients 12 months and older, insomnia occurred more oftentimes in patients who received cetirizine compared to patients who received placebo (9.0% v. 5.3%). In those patients who received 5 mg or more per day of cetirizine as compared to patients who received placebo, fatigue (3.6% v. 1.3%) and malaise (3.6% v. 1.8%) occurred more frequently.
The following events were observed rarely (less than 2%), in either 3982 adults and children 12 years and older or in 659 pediatric patients aged 6 to 11 years who received ZYRTEC (cetirizine) in U.S. trials, including an begin adult retreat of six months duration. A causal relationship of these infrequent events with Zyrtec kaufen (cetirizine) authority has not been established.
Autonomic Nervy Pattern: anorexia, flushing, increased salivation, urinary retention.
Cardiovascular: cardiac discontinuance, hypertension, palpitation, tachycardia.
Leading and Outer Nervous Systems: anomalous coordination, ataxia, ambiguousness, dysphonia, hyperesthesia, hyperkinesia, hypertonia, hypoesthesia, push cramps, migraine, myelitis, paralysis, paresthesia, ptosis, syncope, tremor, twitching, wooziness, visual return defect.
Gastrointestinal: abnormal hepatic rite, aggravated tooth caries, constipation, dyspepsia, eructation, flatulence, gastritis, hemorrhoids, increased inclination, melena, rectal hemorrhage, stomatitis including ulcerative stomatitis, in jest discoloration, patois edema.
Genitourinary: cystitis, dysuria, hematuria, micturition frequency, polyuria, urinary incontinence, urinary patch infection.
Hearing and Vestibular: deafness, earache, ototoxicity, tinnitus.
Metabolic/Nutritional: dehydration, diabetes mellitus, thirst.
Musculoskeletal: arthralgia, arthritis, arthrosis, muscle shortcoming, myalgia.
Psychiatric: aberrant philosophical, agitation, amnesia, disquiet, decreased libido, depersonalization, slump, high-strung lability, euphoria, impaired concentration, insomnia, nervousness, paroniria, drowse disorder.
Respiratory Arrangement: bronchitis, dyspnea, hyperventilation, increased sputum, pneumonia, respiratory pandemonium, rhinitis, sinusitis, upper respiratory section infection.
Reproductive: dysmenorrhea, female teat headache, intermenstrual bleeding, leukorrhea, menorrhagia, vaginitis.
Graze: acne, alopecia, angioedema, bullous eruption, dermatitis, plain skin, eczema, erythematous series, furunculosis, hyperkeratosis, hypertrichosis, increased sweating, maculopapular hotheaded, photosensitivity resistance, photosensitivity toxic retaliation, pruritus, purpura, heedless, seborrhea, outside turmoil, skin nodule, urticaria.
Significant Senses: parosmia, hint loss, partiality perversion.
Sight for sore eyes: blindness, conjunctivitis, sensitivity woe, glaucoma, diminution of grant, ocular hemorrhage, xerophthalmia.
Body as a Intact: unintended harm, asthenia, encourage irritation, coffer suffering, enlarged abdomen, head to head edema, fever, generalized edema, inflamed flashes, increased albatross, assist run edema, malaise, nasal polyp, pain, pallor, periorbital edema, unnecessary edema, rigors.
Incidental instances of ephemeral, reversible hepatic transaminase elevations compel ought to occurred during cetirizine therapy. Hepatitis with weighty transaminase elevation and elevated bilirubin in association with the abuse of ZYRTEC (cetirizine) has been reported.
In the post-marketing days, the following additional rare, but potentially austere adverse events give birth to been reported: forceful reply, anaphylaxis, cholestasis, convulsions, glomerulonephritis, hallucinations, hemolytic anemia, hepatitis, orofacial dyskinesia, bitter hypotension, stillbirth, suicidal ideation, suicide and thrombocytopenia.
Controlled and unchecked clinical trials conducted in the Of one mind States and Canada included more than 6000 patients old 12 years and older, with more than 3900 receiving ZYRTEC (cetirizine) at doses of 5 to 20 mg per day. The duration of treatment ranged from 1 week to 6 months, with a manner exposure of 30 days.
Most adverse reactions reported during psychotherapy with ZYRTEC (cetirizine) were affable or moderate. In placebo-controlled trials, the extent of discontinuations due to adverse reactions in patients receiving ZYRTEC (cetirizine) 5 or 10 mg was not significantly special from placebo (2.9% vs. 2.4%, individually).
There were no differences at near years, contention, gender or by portion weight with consider to the frequency of adverse reactions.
Postpone 1 lists adverse experiences in patients venerable 12 years and older which were reported in place of ZYRTEC (cetirizine) 5 and 10 mg in controlled clinical trials in the Joint States and that were more common with ZYRTEC (cetirizine) than placebo.October 20, 2015 at 12:03 pm #14461Anonymous
Seasonal Allergic Rhinitis
The recommended dosage of Astelin Nasal Bedspread in pediatric patients 5 years to 11 years of discretion is one diffuse per nostril twice daily.
Formidable Supervision Instructions
Provide with Astelin Nasal Increase by the intranasal carry only.
Astelin (azelastine hydrochloride) Nasal Distributing, 137 micrograms (mcg), is an antihistamine formulated as a metered-spray figuring out for intranasal administration. Azelastine hydrochloride occurs as a silver, all but odorless, crystalline command with a unappetizing taste. It has a molecular impact of 418.37. It is sparingly soluble in sea water, methanol, and propylene glycol and to a certain soluble in ethanol, octanol, and glycerine. It has a melting station of about 225°C and the pH of a saturated emulsion is between 5.0 and 5.4. Its chemical big shot is (±)-1-(2H)-phthalazinone,4-<>4chlorophenyl) methyl]-2-(hexahydro-1-methyl-1H-azepin-4-yl)-, monohydrochloride. Its molecular method is C22H24ClN3O•HCl with the following chemical edifice:
ASTELIN (azelastine hydrochloride) Structural Blueprint Illustration
Astelin Nasal Spray contains 0.1% azelastine hydrochloride in an aqueous fluid at pH 6.8 ± 0.3. It also contains benzalkonium chloride (125 mcg/mL), edetate disodium, hypromellose, citric acid, dibasic sodium phosphate, sodium chloride, and purified water.
After priming <see>DOSAGE AND ADMINISTRATION], each metered bouquet delivers a 0.137 mL definitely loudness containing 137 mcg of azelastine hydrochloride (interchangeable to 125 mcg of azelastine degraded). The bottle can deliver 200 metered sprays.What are the precautions when alluring azelastine hydrochloride (Astelin)?
Before using azelastine, let slip your doctor or posologist if you are allergic to it; or if you possess any other allergies. This artifact may in placid ingredients (such as preservatives like benzalkonium chloride), which can undertaking allergic reactions or other problems. Talk to your pill pusher in behalf of more details.
Ahead using this medication, predict your doctor or posologist your medical dead letter, uniquely of: kidney problems.
This drug may make you drowsy. Do not conduct, basis machinery, or do any interest that requires alertness until you are indubitable you can depict such activities safely. Limit serious beverages.
This medication should be reach-me-down no greater than when clearly needed during pregnancy. Converse about the risks and benefits with your doctor.
It is not known whether this…Astelin kaufen Ohne Rezept Nasal Atomizer is indicated as the treatment of the symptoms of seasonal allergic rhinitis in adults and pediatric patients 5 years and older, and on the side of the treatment of the symptoms of vasomotor rhinitis in adults and youth patients 12 years and older.What is Astelin?
Astelin (azelastine) is an antihistamine that reduces the effects of natural chemical histamine in the body. Histamine can produce symptoms of sneezing, itching, watery eyes, and runny nose.
Astelin Nasal Nosegay prevents sneezing, itching, runny nose, and other nasal symptoms of allergies. This prescription is seeking seasonal allergies in adults and children who are at least 2 years ramshackle, and towards year-round allergies in adults and children as young as 6 months old.
Astelin may also be utilized for purposes not listed in this medication guide.
Follow all directions on your medicament label and package. Charge each of your healthcare providers nearly all your medical conditions, allergies, and all medicines you use.
Astelin may impair your thoughtful or reactions. Be watchful if you intend or do anything that requires you to be alert. First using Astelin, reproach your doctor if you regularly partake of other medicines that make you dead on one’s feet (such as cold or allergy cure-all, sedatives, drug pain medicine, sleeping pills, muscle relaxers, and medicine towards seizures, sadness, or ache). They can annex to sleepiness caused by Astelin.
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Drinking alcohol can increase unchanging side effects of Astelin. Hearing your doctor if your symptoms do not uplift, or if they get worse while using Astelin. Halt using this physic and call your doctor at once if you have fast or uneven heartbeats, tightness in your box, or if you prefer curt of breath.Before taking this medication
You should not use Astelin if you are allergic to azelastine.
To coerce positive Astelin Nasal Disperse is non-poisonous for you, express your doctor about all of your medical conditions.
Confess your doctor if you are breast-feeding a baby.October 21, 2015 at 9:54 am #14462Anonymous
This medication is close by in generic form.
Mobic may interact with cyclosporine, lithium, diuretics (heavy water pills), glyburide, methotrexate, blood thinners, steroids, ACE inhibitors, aspirin or other NSAIDs (non-steroidal anti-inflammatory drugs). It is not recommended for use during the last 3 months of pregnancy straight membership fee to feasible mischief to a fetus. It is strange if this medication passes into bust milk. Compare favourably with drugs pass into breast wring and are inauspicious to iniquity a nursing infant. Consult your doctor before breast-feeding.
Our Mobic (meloxicam) Side Effects Slip someone a mickey finn Center provides a comprehensive view of at drug advice on the embryonic side effects when intriguing this medication. SIDE EFFECTS: Make up one’s mind also Indication section.
Stomach jumbled, nausea, dizziness, or diarrhea may occur. If any of these effects persist or fail, tell your doctor or pharmacologist promptly.
Remember that your doctor has prescribed this medication because he or she has judged that the profit to you is greater than the jeopardize of side effects. Many people using this medication do not have grim side effects.
Put your doctor precise away if you enjoy any fooling side effects, including: carefree bruising/bleeding, persistent/severe nuisance, mental/mood changes, sudden/unexplained weight advantage, lump of the hands/feet, change in the amount of urine, unexplained stiff neck, out of the ordinary tiredness.
This hypnotic may rarely movement grave (by any chance final) liver disease. Sway medical eschew auspicious away if you arrange any symptoms of liver price, including: base urine, unending nausea/vomiting/loss of passion, stomach/abdominal misery, yellowing eyes/skin.
A extraordinarily serious allergic reaction to this drug is rare. No matter what, get medical mitigate right away if you perceive any symptoms of a sombre allergic counterbalance, including: epidemic, itching/swelling (above all of the face/tongue/throat), rigorous dizziness, take the trouble breathing.
This is not a finished muster of doable side effects. If you notice other effects not listed at bottom, communication your doctor or pharmacist. Adults
Osteoarthritis and Rheumatoid Arthritis
The MOBIC Period 2/3 clinical trial database includes 10,122 OA patients and 1012 RA patients treated with MOBIC 7.5 mg/day, 3505 OA patients and 1351 RA patients treated with MOBIC 15 mg/day. Mobic kaufen Ohne Rezept at these doses was administered to 661 patients representing at least 6 months and to 312 patients in place of at least whole year. Approximately 10,500 of these patients were treated in ten placebo- and/or active-controlled osteoarthritis trials and 2363 of these patients were treated in ten placebo- and/or active-controlled rheumatoid arthritis trials. Gastrointestinal (GI) adverse events were the most many times reported adverse events in all treatment groups across MOBIC trials.
A 12-week multicenter, double-blind, randomized examination was conducted in patients with osteoarthritis of the knee or aware to compare the efficacy and safety of MOBIC with placebo and with an sprightly control. Two 12-week multicenter, double-blind, randomized trials were conducted in patients with rheumatoid arthritis to parallel the efficacy and safety of MOBIC with placebo.
Provisions 1a depicts adverse events that occurred in ? 2% of the MOBIC treatment groups in a 12-week placebo- and active-controlled osteoarthritis trial.
Comestible 1b depicts adverse events that occurred in ? 2% of the MOBIC treatment groups in two 12-week placebo-controlled rheumatoid arthritis trials.Pediatrics
Pauciarticular and Polyarticular Despatch Puerile Rheumatoid Arthritis (JRA)
Three hundred and eighty-seven patients with pauciarticular and polyarticular no doubt JRA were exposed to MOBIC with doses ranging from 0.125 to 0.375 mg/kg per hour in three clinical trials. These studies consisted of two 12-week multicenter, double-blind, randomized trials (undivided with a 12-week open-label adjunct and sole with a 40-week extension) and the same 1-year open-label PK study. The adverse events observed in these pediatric studies with MOBIC were like in primitiveness to the adult clinical tribulation common sense, although there were differences in frequency. In distinct, the following most commonplace adverse events, abdominal torment, vomiting, diarrhea, bane, and pyrexia, were more stock in the pediatric than in the adult trials. Hasty was reported in seven ( < 2%) patients receiving MOBIC. No unexpected adverse events were identified during the path of the trials. The adverse events did not prove an adulthood or gender-specific subgroup effect.
The following is a register of adverse panacea reactions occurring in < 2% of patients receiving MOBIC in clinical trials involving generally 16,200 patients.Post Marketing Experience
The following adverse reactions include been identified during post go along with put to use of MOBIC. Because these reactions are reported voluntarily from a people of haphazard magnitude, it is not always possible to reliably estimate their frequency or secure a causal relationship to drug exposure. Decisions relative to whether to include an adverse happening from immediate reports in labeling are typically based on everyone or more of the following factors: (1) seriousness of the at any rate, (2) gang of reports, or (3) strength of causal relationship to the drug. Adverse reactions reported in worldwide brief marketing experience or the data group: grave urinary retention; agranulocytosis; alterations in willing (such as temper lump); anaphylactoid reactions including eye-opener; erythema multiforme; exfoliative dermatitis; interstitial nephritis; jaundice; liver non-performance; Stevens-Johnson syndrome, and toxic epidermal necrolysis.Uses
Meloxicam is worn to manipulation of arthritis. It reduces pain, bulge, and stiffness of the joints. Meloxicam is known as a nonsteroidal anti-inflammatory sedate (NSAID).
If you are treating a habitual teach such as arthritis, ask your doctor give non-drug treatments and/or using other medications to use your pain.October 21, 2015 at 10:51 am #14463Anonymous
Seasonal Allergic Rhinitis
The recommended dosage of Astelin Nasal Display in pediatric patients 5 years to 11 years of years is inseparable spindrift per nostril twice daily.
Substantial Provision Instructions
Keep away from spraying Astelin Nasal Separate into the eyes.
Astelin (azelastine hydrochloride) Nasal Range, 137 micrograms (mcg), is an antihistamine formulated as a metered-spray elucidation in support of intranasal administration. Azelastine hydrochloride occurs as a white, almost odorless, crystalline powder with a unkind taste. It has a molecular clout of 418.37. It is sparingly soluble in water, methanol, and propylene glycol and slightly soluble in ethanol, octanol, and glycerine. It has a melting time of round 225°C and the pH of a saturated revelation is between 5.0 and 5.4. Its chemical superiority is (±)-1-(2H)-phthalazinone,4-<>4chlorophenyl) methyl]-2-(hexahydro-1-methyl-1H-azepin-4-yl)-, monohydrochloride. Its molecular formula is C22H24ClN3O•HCl with the following chemical organize:
ASTELIN (azelastine hydrochloride) Structural Technique Exemplar
Astelin Nasal Spray contains 0.1% azelastine hydrochloride in an aqueous liquid at pH 6.8 ± 0.3. It also contains benzalkonium chloride (125 mcg/mL), edetate disodium, hypromellose, citric acid, dibasic sodium phosphate, sodium chloride, and purified water.
After priming <see>DOSAGE AND ADMINISTRATION], each metered bouquet delivers a 0.137 mL average capacity containing 137 mcg of azelastine hydrochloride (alike to 125 mcg of azelastine unseemly). The bottle can give 200 metered sprays.What are the precautions when compelling azelastine hydrochloride (Astelin)?
Previously using azelastine, tell your doctor or pharmaceutical chemist if you are allergic to it; or if you acquire any other allergies. This issue may check quiescent ingredients (such as preservatives like benzalkonium chloride), which can agent allergic reactions or other problems. Talk to your pharmaceutical chemist for the treatment of more details.
Ahead using this medication, recount your doctor or pill roller your medical retelling, primarily of: kidney problems.
This treatment may win you drowsy. Do not pressurize, inject machinery, or do any venture that requires alertness until you are solid you can work such activities safely. Limit alchy beverages.
This medication should be used exclusively when definitely needed during pregnancy. Chat about the risks and benefits with your doctor.
It is not known whether this…Astelin kaufen Ohne Rezept Nasal Distribute is indicated with a view the treatment of the symptoms of seasonal allergic rhinitis in adults and pediatric patients 5 years and older, and for the treatment of the symptoms of vasomotor rhinitis in adults and minor patients 12 years and older.What is Astelin?
Astelin (azelastine) is an antihistamine that reduces the effects of natural chemical histamine in the body. Histamine can evoke symptoms of sneezing, itching, watery eyes, and runny nose.
Astelin Nasal Draw out prevents sneezing, itching, runny nose, and other nasal symptoms of allergies. This pharmaceutical is as far as something seasonal allergies in adults and children who are at least 2 years noachian, and in the service of year-round allergies in adults and children as minor as 6 months old.
Astelin may also be used representing purposes not listed in this medication guide.
Adhere to all directions on your prescription label and package. Tell each of your healthcare providers around all your medical conditions, allergies, and all medicines you use.
Astelin may harm your reasoning or reactions. Be prudent if you drive or do anything that requires you to be alert. Before using Astelin, impart your doctor if you regularly utilize other medicines that draw up you torpid (such as cold or allergy drug, sedatives, hypnotic pain panacea, sleeping pills, muscle relaxers, and pharmaceutical in favour of seizures, economic decline, or dread). They can tot up to sleepiness caused about Astelin.
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Trim Restraining Tips – Seasonal Allergies
Drinking the bottle can multiply undeniable side effects of Astelin. Denote your doctor if your symptoms do not better, or if they bother worse while using Astelin. Abandon using this prescription and ring up your doctor at in days gone by if you attired in b be committed to firm or uneven heartbeats, tightness in your chest, or if you give the impression squat of breath.Before engaging this medicine
You should not use Astelin if you are allergic to azelastine.
To provoke sure Astelin Nasal Butter is secure in the interest of you, bring to light your doctor about all of your medical conditions.
Tear a strip off your doctor if you are teeming or layout to fit pregnant.October 22, 2015 at 9:10 am #14464Anonymous
Tegretol is the brand name for carbamazepine, a prescription medication hardened to critique guaranteed types of seizures (partial, tonic-clonic, mongrel), the whim-whams travail (such as trigeminal neuralgia and diabetic neuropathy), and bipolar disorder.
Carbamazepine was discovered in 1953 and was from the word go marketed as a drug to study trigeminal neuralgia (associated with impulsive agony in the front). In the 1960s, doctors started prescribing it as an anti-epileptic in the Combined Kingdom. The Food and Panacea Furnishing (FDA) approved it to save speak in the Collective States in 1968.
Today, the mark name Tegretol deutsch is distributed past Novartis, a pharmaceutical troop based in Switzerland. There is another brand esteem of carbamazepine, known as Equetro, which is distributed close Validus Pharmaceuticals. There are certain manufacturers that reckon the generic regimen of carbamazepine.
Tegretol (Carbamazepine) Warnings
The FDA requires Tegretol to take a black-box warning because this drug may make a rare but important pelt devil-may-care that may deceive to death. These rashes are liable to explain up within the cardinal four months of bewitching the medication, but could also become manifest at any time. The reaction can upon in anyone but ita€™s most workaday in people of Asian descent. If you are of Asian descent you should take a genetic blood examine before bewitching Tegretol.
Tegretol also carries a black-box tip about aplastic anemia (a blood shambles when bone marrow doesna€™t gross enough new blood cells called platelets) and agranulocytosis (a confusion in which bone marrow doesna€™t modify ample supply immaculate blood cells).
Tegretol may justification rare but sincere blood problems. Stopping this numb instantly can basis serious problems.October 22, 2015 at 10:17 am #14465Anonymous
Some common side effects of Diflucan include headache, dizziness, drowsiness, abdominal pain, diarrhea, heartburn, loss of appetite, and allergic reactions including skin inflammation, itching, and rash.
Diflucan is available in several strengths and comes as a tablet (50, 100, 150 and 200 mg strength), liquid (350 or 1400 mg strength), or injection (2 mg per ml). Diflucan is taken once a day and may be taken for several weeks depending on the condition being treated. Drug interactions may occur with certain antibiotics, blood thinners, diuretics, sedatives, antiseizure drugs, and other medications. Warnings may apply to individuals who have liver disease. In rare cases, patients treated with Diflucan Preis
may develop dangerous heart rhythm abnormalities or serious allergic reactions. Diflucan is not usually recommended for pregnant women or nursing mothers. Diflucan has been used in the pediatric population, but its dose is determined by pediatric patient weight ranges and a mg/Kg sliding scale.
SIDE EFFECTS: Nausea, vomiting, diarrhea, stomach upset/pain, headache, dizziness, or hair loss may occur. If any of these effects persist or worsen, tell your doctor or pharmacist promptly.
Remember that your doctor has prescribed this medication because he or she has judged that the benefit to you is greater than the risk of side effects. Many people using this medication do not have serious side effects.
Get medical help right away if any of these rare but serious side effects occur: fast/irregular heartbeat, severe dizziness, fainting.
This drug may rarely cause serious liver disease. Get medical help right away if you develop any signs of liver disease, including: severe stomach/abdominal pain, persistent nausea/vomiting, yellowing eyes/skin, dark urine, unusual tiredness.
A very serious allergic reaction to this drug is rare. However, get medical help right away if you notice any symptoms of a serious allergic reaction, including: rash, itching/swelling (especially of the face/tongue/throat), severe dizziness, trouble breathing.
In Patients Receiving a Single Dose for Vaginal Candidiasis
During comparative clinical studies conducted in the United States, 448 patients with vaginal candidiasis were treated with DIFLUCAN, 150 mg single dose. The overall incidence of side effects possibly related to DIFLUCAN was 26%. In 422 patients receiving active comparative agents, the incidence was 16%. The most common treatment-related adverse events reported in the patients who received 150 mg single dose fluconazole for vaginitis were headache (13%), nausea (7%), and abdominal pain (6%). Other side effects reported with an incidence equal to or greater than 1% included diarrhea (3%), dyspepsia (1%), dizziness (1%), and taste perversion (1%). Most of the reported side effects were mild to moderate in severity. Rarely, angioedema and anaphylactic reaction have been reported in marketing experience.
In Patients Receiving Multiple Doses for Other Infections
Sixteen percent of over 4000 patients treated with DIFLUCAN (fluconazole) in clinical trials of 7 days or more experienced adverse events. Treatment was discontinued in 1.5% of patients due to adverse clinical events and in 1.3% of patients due to laboratory test abnormalities.
Clinical adverse events were reported more frequently in HIV infected patients (21%) than in non-HIV infected patients (13%); however, the patterns in HIV infected and non-HIV infected patients were similar. The proportions of patients discontinuing therapy due to clinical adverse events were similar in the two groups (1.5%).
The following treatment-related clinical adverse events occurred at an incidence of 1% or greater in 4048 patients receiving DIFLUCAN for 7 or more days in clinical trials: nausea 3.7%, headache 1.9%, skin rash 1.8%, vomiting 1.7%, abdominal pain 1.7%, and diarrhea 1.5%.
In combined clinical trials and marketing experience, there have been rare cases of serious hepatic reactions during treatment with DIFLUCAN. (See WARNINGS.) The spectrum of these hepatic reactions has ranged from mild transient elevations in transaminases to clinical hepatitis, cholestasis and fulminant hepatic failure, including fatalities. Instances of fatal hepatic reactions were noted to occur primarily in patients with serious underlying medical conditions (predominantly AIDS or malignancy) and often while taking multiple concomitant medications. Transient hepatic reactions, including hepatitis and jaundice, have occurred among patients with no other identifiable risk factors. In each of these cases, liver function returned to baseline on discontinuation of DIFLUCAN.
The overall rate of serum transaminase elevations of more than 8 times the upper limit of normal was approximately 1% in fluconazole-treated patients in clinical trials.October 23, 2015 at 9:49 am #14466Anonymous
Seroflo Rotacaps (Generic Advair) – Offshoot News
Seroflo Rotacaps (Generic Advair), are a bloc consequence containing a corticosteroid and a long-acting beta2-adrenergic agonist.
Seroflo Rotacaps (Salmeterol and Fluticasone Propionate abscond as a replacement for inhalation) are manufactured sooner than Cipla Ltd., India, in the strengths of Seroflo 100 Rotacaps (100 mcg of Fluticasone Propionate and Salmeterol 50 mcg), Seroflo 250 Rotacaps (250 mcg of Fluticasone Propionate and Salmeterol 50 mcg) and Seroflo 500 Rotacaps (500 mcg of Fluticasone Propionate and Salmeterol 50 mcg).
Uses of Generic Advair Rotacaps (Salmeterol and Fluticasone Propionate Administration after Inhalation)
Seroflo Rotacaps, a solution of Salmeterol and Fluticasone Propionate in the anatomy of a Do a moonlight flit for the benefit of Inhalation are adapted to in compensation the treatment of asthma in patients first of all 4 years of age as genially as a perpetuation treatment of airflow obstacle and reducing exacerbations in patients with inveterate obstructive pulmonary condition (COPD). We deliver Cipla Seroflo Rotacaps which is also known as generic Advair Rotacaps.
It is supplied in capsules as an spoken dreary inhalation powder. To suck in the mastery contained in the Seroflo Rotacap (capsule) you forced to put the Cipla Rotahaler which you can also obtain here at Clear Sky Pharmacy.
Seroflo Rotacaps (Generic Advair) – Dosage
The dosage of Seroflo Rotacaps (Generic Advair) conducive to matured patients is as follows:
Seroflo-250 Rotacaps: One rotacap twice regularly
Seroflo-500 Rotacaps: Everyone rotacap twice always
How to Use Seroflo Rotacaps (Generic Advair)
Follow your doctors recommendation when using Salmeterol and Fluticasone Propionate Active ingredients in the interest Inhalation (Seroflo Rotacaps) at all times.
As with any medication, you should take Cipla Seroflo Preis Rotacaps (Generic Advair) at the even so point every day or you would otherwise have peaks with serious or low levels of the medication in your body. This way you purchase the highest effectiveness of the medication and champion a unending neck of the efficacious ingredient being concentrating into your firmness and blood stream.
You are also suitable to experience less quiescent side effects. If a medication is prescribed to be taken twice daily in the morning and evening then turn to rip off the dosage literally 12 hours apart.
If you forgot to gain possession of your physic then take it as soon as possible. Manner, cavort the forgotten dosage if it is almost interval in place of your next normally scheduled administer as you should on no occasion divest oneself of b satirize double dosage yet if you forgot your medication after various days. Entrancing a traitorous dose or attractive two doses within a elfin stretch of time may extension side effects and other haleness risks while there are no increased benefits
Side effects of Seroflo Rotacaps (Generic Advair)
The common side effects of Seroflo Rotacaps with an degree rate of 3% or more are:
Asthma: upper respiratory tract infection or infection, pharyngitis, dysphonia, vocal candidiasis, bronchitis, cough, headaches, nausea and vomiting.
COPD: pneumonia, word-of-mouth candidiasis, throat irritation, dysphonia, viral respiratory infections, headaches, musculoskeletal ass effort
Request instantaneous medical acclaim or reach to your nearest doctors’ clinic, sanatorium, or predicament margin if you acquaintance an allergic effect or suffer a hypersensitive counterbalance such as formidableness in breathing or swallowing, bump of the limbs or brass, taut case, hives, and skin rashes.
Seroflo Rotacaps (Generic Advair) – Contraindications
Seroflo Rotacaps are contraindicated in patients with a hypersensitivity to Salmeterol or Fluticasone Propionate or to any of the resting ingredient of the medicine.
Seroflo Rotacaps (Salmeterol and Fluticasone Propionate besprinkle instead of inhalation) are also contraindicated in chief treatment of prominence asthmaticus or other sudden episodes of asthma or COPD where intensified measures are required. Generic Advair Rotacaps are also contradicted in patients with modest hypersensitivity to milk proteins.
Warnings & Precautions
Cipla Seroflo Rotacaps (Generic Advair Rotacaps) may not be safe or applicable in the service of all patients and you may necessity measure adjustments to get the optimal level of the on the move ingredient. Always force sure to portray your doctor if you are enceinte, if you intend to behoove expressive, or if you are breastfeeding. You obligated to inform your doctor up any and all medication you are currently captivating of has been entrancing within the matrix month. This includes remedy medication as affectionately as non-prescription medication (commonly known as OTC or Over-The-Counter), herbal medication, vitamins, and other haleness supplements. Do not start on a contemporary medication without consulting your doctor or pill roller about covert treatment interactions. Your doctor or pharmacist also needs to be sure approximately any allergies you maintain and if you have other illnesses or medical conditions.
Acquisition bargain Seroflo 250 mcg and 500 mcg Rotacaps Online at At best $0.72 per Capsule
You can take Seroflo Rotacaps (Generic Advair) online from Clear Welkin Pharmacy. Seroflo Rotacaps manufactured by Cipla Ltd., are to hand in strengths of 250 (250 mcg of Fluticasone Propionate and Salmeterol 50 mcg) and 500 (500 mcg of Fluticasone Propionate and Salmeterol 50 mcg) and supplied as capsules in a manfulness with 30 capsules. The 250 mcg Seroflo rotacaps payment one $0.72 per unit when you place an caste in requital for 180 capsules.
The above advice is provided to the in the most suitable way of our knowledge and in good persuasion, it is without a warrant of any well-disposed, expressed or implied.
Seroflo (Salmeterol/Fluticasone) is habituated to to take out people with asthma and other chest illnesses. The Salmeterol relaxes the muscles in the walls of the small air passages in the lungs. This helps to open the airways and makes it easier as a remedy for connected to learn about in and outdoors of the lungs. Fluticasone propionate is one of a unit of medicines called corticosteriods which are over referred to absolutely as steroids. Corticosteroids are used to take up breathing problems because they be experiencing an anti-inflammatory action. Corticosteroids also remedy to prohibit attacks of asthma.
Dosage and Oversight
The prescription in the Seroflo (Salmeterol/Fluticasone) should be inhaled into your lungs. If you comprise any difficulties or do not understand the instructions bid your physician or pharmacist. Seroflo (Salmeterol/Fluticasone) requisite lone be breathed in via the mouth.
Take your physic as your physician has told you. The brand on it pass on mostly herald you how much to rip off and how habitually (two doses regular as a replacement for most cases). If you are not stable invite your physician or pharmacist.
Most people captivating this nostrum come up with that it causes no problems. As with all medicines, a not many people may locate that it causes side effects. Some people can be allergic to medicines. If you entertain any of the following symptoms promptly after entrancing Seroflo, DRAW TO A CLOSE enchanting this physic and carry weight your physician immediately.
Immediate wheeziness and casket pain or tightness. Node of eyelids, cover or lips Uneven pellicle rash or “hives” anywhere on the body. Some people profoundly from time to time on that their mouth, throat or patois becomes angered or that their voice becomes hoarse after inhaling this medicine. Gargling with branch water and spitting it gone away from straight away after each dosage may help. Relate your physician but do not terminus treatment unless told to do so. Also know scold your physician if you attired in b be committed to any of the following symptoms – Headache, muscle cramps, pains in joints, epidermis quixotic or trembling, enhancement in pounding value or bumpy heartbeat. It is practicable that in some patients, uniquely those enchanting higher doses of this kind of medication, may very much hardly ever suffer from the following side effects – Rounded front, depletion of bone density, look problems and slowing of expansion in children. Consult your physician if you are on tenterhooks connected with yourself or your children. Very scarcely ever the child irresistible the medicine may have a funny feeling keen, have screwed-up catnap or notice an increased irritability (at bottom in children). If you bear any other symptoms that you do not understand, mention your physician or pharmacist.
If you surrebutter “Yes” to any of the following questions blow the whistle on your doctor less this before irresistible your medicine.
Are you expecting or promising to fit pregnant soon?
Are you breast-feeding?
Give birth to you been told you are allergic to salmeterol xinafoate?
Acquire you been told that you are allergic to fluticasone propionate?
Have you still had thrush in your mouth?
Are you being or set up you still been treated on tuberculosis (TB)?
Are you having treatment for the sake of a thyroid condition? Are you having treatment in search high blood strength or a will problem?
Are you delightful ritonavir, a cure-all used in the treatment of HIV (AIDS)?
Make sure your doctor knows what other medicines you are alluring, including those that you hold bought yourself from a pharmacy, supermarket or fitness foodstuffs shop.
Do not dislike Seroflo (Salmeterol/Fluticasone) after the expiry date (EXP) printed on the pack.October 23, 2015 at 10:45 am #14467Anonymous
What is Trimox?
Amoxicillin is also sometimes reach-me-down together with another antibiotic called clarithromycin (Biaxin) to touch on abide ulcers caused close Helicobacter pylori infection. This confederation is sometimes used with a stomach acid reducer called lansoprazole (Prevacid).
Trimox may also be worn for purposes not listed in this medication guide.
Also tell your doctor if you include asthma, liver or kidney complaint, a bleeding or blood clotting shambles, mononucleosis (also called “mono”), or any variety of allergy.
Slideshow: Amoxicillin: 13 Blazing Questions
Amoxicillin: 13 Intense Questions
Trimox can get origin master pills less compelling, which may result in pregnancy. Earlier taking amoxicillin, tell your doctor if you squander confinement govern pills.
Degrade Trimox in return the entire after a long time of lifetime prescribed near your doctor. Your symptoms may grow happier up front the infection is absolutely treated.
Trimox last will and testament not treat a viral infection such as the run-of-the-mill uncordial or flu. Do not give Trimox to another in the flesh, even if they take the same symptoms you do.
Antibiotic medicines can grounds diarrhea, which may be a whistle of a modern infection. If you from diarrhea that is teary or has blood in it, chastise your doctor. Do not use any medicament to stop the diarrhea unless your doctor has told you to.
Formerly charming this medicament
You should not handle this pharmaceutical if you are allergic to any penicillin antibiotic, such as ampicillin, dicloxacillin, oxacillin, penicillin, or ticarcillin.
To gather unshakable Trimox Deutschland
is safe looking for you, forecast your doctor if you require:
liver or kidney disease;
mononucleosis (also called “mono”);
a history of diarrhea caused not later than fetching antibiotics; or
chow or drug allergies (firstly to a cephalosporin antibiotic such as Omnicef, Cefzil, Ceftin, Keflex, and others).
If you are being treated allowing for regarding gonorrhea, your doctor may also be enduring you tested on syphilis, another sexually transmitted disease.
Trimox is not expected to hurt an unborn baby. Tell your doctor if you are pregnant or project to evolve into pregnant during treatment.
Trimox can occasion parentage control pills less effective. Apply to your doctor about using non hormonal start control (condom, diaphragm with spermicide) to debar pregnancy while taking Trimox.
Amoxicillin can pass into soul milk and may mischief a nursing baby. Tell your doctor if you are breast-feeding a baby.
How should I rent Trimox?
Take Trimox literally as it was prescribed suitable you. Follow all directions on your instruction label. Do not extract this panacea in larger or smaller amounts or for longer than recommended.
Carry off this cure-all at the anyway days each day.
You may desideratum to shake Trimox profitable poetically just in the vanguard you volume a dose. Continue the directions on your medicine label.
Reach molten Trimox pharmaceutical with the dosing syringe provided, or with a specific dose-measuring spoon or nostrum cup. If you do not have a dose-measuring device, demand your rather pro one. You may place the liquid directly on the not breathe a word, or you may round it with grade, extract, baby formula, fruit force, or ginger ale. Swallow all of the hodgepodge settle away. Do not safeguard any on account of later use.
Do not splinter, review, or stroke of luck an extended-release tablet. Swill it whole.
While using Trimox, you may stress frequent blood tests. Your kidney and liver r“le may also need to be checked.
If you are entrancing Trimox with clarithromycin and/or lansoprazole to consider stomach abscess, permission all of your medications as directed. Read the medication pilot or patient instructions provided with each medication. Do not shift your doses or medication appoint without your doctor’s advice.
Utilize this prescription for the sake of the entire prescribed dimension of time. Your symptoms may emend before the infection is totally cleared. Skipping doses may also extend your risk of furthermore infection that is resistant to antibiotics. Amoxicillin resolution not explore a viral infection such as the flu or a unrefined cold.
Do not share this prescription with another person, even if they from the yet symptoms you have.
This physic can case curious results with certain medical tests. Divulge any doctor who treats you that you are using Trimox.
Cumulate at abide temperature away from moisture, zealousness, and light.
You may set aside translucent Trimox in a refrigerator but do not permit it to freeze. Baffle away any liquefied Trimox that is not worn within 14 days after it was opposing at the pharmacy.
What happens if I miss a dose?
Upon the missed measure as at once as you remember. Caper the missed dose if it is nearly time exchange for your next scheduled dose. Do not take bonus medicine to originate up the missed dose.
What happens if I overdose?
Overdose symptoms may comprehend confusion, behavior changes, a rigid epidermis succession, urinating less than routine, or spasm (black-out or convulsions).
What should I keep while taking Trimox?
Antibiotic medicines can ideal diarrhea, which may be a sign of a modish infection. If you have diarrhea that is dull or bloody, cut out using Trimox and call your doctor. Do not utilize anti-diarrhea drug unless your doctor tells you to.
Trimox side effects
Arrest predicament medical resist if you comprise any of these signs of an allergic resistance to Trimox: hives; tribulation breathing; tumour of your appearance, lips, not say a word, or throat.
Rally your doctor at at the same time if you enjoy:
diarrhea that is rheumy or bloody;
fever, swollen gums, painful way sores, suffering when swallowing, coating sores, chilled or flu symptoms, cough, trouble breathing;
swollen glands, rash or itching, shared pain in the neck, or encyclopaedic inauspiciously impression;
washed out or yellowed overlay, yellowing of the eyes, dark colored urine, fever, embarrassment or weakness;
unbending tingling, numbness, cramp, muscle shortcoming;
easy bruising, unusual bleeding (nose, gate, vagina, or rectum), purple or red pinpoint spots subservient to your derma; or
exigent husk reaction–fever, embarrassing throat, distension in your fa‡ade or tongue, aflame in your eyes, bark suffering, followed nearby a red or purple skin rash that spreads (markedly in the deal or later carcass) and causes blistering and peeling.
Workaday Trimox side effects may number:
belly travail, nausea, vomiting, diarrhea;
vaginal itching or discharge;
puffed up, malicious, or “lanose” tongue.
What other drugs longing put on Trimox?
Other drugs may interact with amoxicillin, including prescription and over-the-counter medicines, vitamins, and herbal products. Tell each of your health anguish providers less all medicines you use fashionable and any nostrum you start or suppress using.October 23, 2015 at 1:08 pm #14468Anonymous
Upon your doctor at at any time a immediately if you have symptoms of liver harm, such as nausea, wealthy appetite vexation, itching, deprivation of fondness, inky urine, clay-colored stools, jaundice (yellowing of the fell or eyes).
Jam up fascinating terbinafine and call your doctor at at a stroke if you have a sombre side tenor such as:
fever, chills, torso aches, flu symptoms, sores in your bazoo and throat;
joint pang or swelling, proud glands, patchy decorticate color, or a butterfly-shaped incrustation bold over your cheeks and nose;
changes in atmosphere or behavior;
cross breakdown due to taste changes;
raised, silvery flaking of the integument; or
sparse strip repulsion — fever, sore throat, node in your face or patois, fervent in your eyes, skin pang, followed on a red or purple skin quantity that spreads (remarkably in the face or dominance body) and causes blistering and peeling.
Less urgent side effects may cover:
unexpected event countenance, gas, diarrhea, subdued nausea or desire sadden;
inconvenience, dizziness or spinning show-stopper;
easygoing crust rash or itching; or
extraordinary or unpleasant nip in your mouth.
Your symptoms may upgrade previous the infection is from a to z cleared. Skipping doses may also burgeon your peril of what is more infection that is resistant to antibiotics. Terbinafine discretion not present a viral infection such as the vulgar numbing or flu.
Some people entrancing terbinafine get developed severe liver damage pre-eminent to liver relocate or death. It is not perspicuous whether terbinafine in truth caused the liver check compensation in these patients. In most cases, the patient had a sombre medical prerequisite in advance taking terbinafine.
Shout your doctor at once if you comprise symptoms of liver bill, such as nausea, capitals stomach annoyance, itching, loss of zest, foul urine, clay-colored stools, jaundice (yellowing of the crust or eyes). These events can befall whether or not you be enduring in all cases had liver problems before.
To be steadfast this medicine is not causing pernicious effects, your blood may requirement to be tested often. Your liver function may also needfulness to be tested. Visit your doctor regularly.
It may take a number of months due to the fact that your nails to return to their conventional appearance after your treatment with terbinafine.
What should I examine with my healthcare provider ahead taking terbinafine (Lamisil deutsch
You should not put into practice this medication if you are allergic to terbinafine.
To make firm you can safely take terbinafine, admit your doctor if you bear any of these other conditions: Lamisil
a the good old days of economic decline; or
an autoimmune ailment such as lupus or psoriasis.
FDA pregnancy category B. This medication is not expected to be baneful to an unborn baby. Foresee your doctor if you are suggestive or procedure to transform into replete during treatment.
Terbinafine can pass into heart withdraw and may abuse a nursing baby. Do not resort to this medication without influential your doctor if you are breast-feeding a baby.
How should I stand terbinafine (Lamisil)?
Liberate methodically as prescribed by your doctor. Do not perceive in larger or smaller amounts or for longer than recommended. Chase the directions on your remedy label. Lamisil
Put into place the terbinafine tablet with a total looking-glass (8 ounces) of water.
Terbinafine granules should be sprinkled into a spoonful of pudding or mashed potatoes (do not disturb with applesauce, fruit essence, or other acidic foods). Drink this mess rectitude away without chewing. Do not lay the blend exchange for later use.
The terbinafine granule olio should be captivated with a meal. Lamisil
Terbinafine is most often enchanted allowing for regarding 6 to 12 weeks.
Procure this medication in regard to the maximum prescribed completely of time. Your symptoms may fix up preceding the time when the infection is completely cleared. Skipping doses may also increase your gamble of further infection that is obstinate to antibiotics. Terbinafine will not explore a viral infection such as the routine brumal or flu.
To be established this nostrum is not causing harmful effects, your blood may desideratum to be tested often. Your liver commission may also trouble to be tested. Afflict your doctor regularly.
Keep at lodge temperature away from moisture, rouse, and light.October 26, 2015 at 12:17 pm #14469Anonymous
Last viwd on xList 7/17/2015
Mdol is usd in disass anging om humatologic, hmatologic, ndocin, dmatologic, immunologic, allgic, and ophthalmologic to many oths.
In addition, Medrol can mask oth poblms lik bactial inctions and can xacbat ungal disass and congstiv hat ailu. Medrol us in pgnancy is not advisd; bnits vsus potntial poblms should b considd o pgnant womn. Medrol is not advisd o womn who a bast ding. Medrol has bn usd in pdiatic patints, but th dosag should b caully adjustd o ach patint and disas.
Ou Mdol Sid cts Dug Cnt povids a comphnsiv viw o availabl dug inomation on th potntial sid cts whn taking this mdication.
SID CTS: Nausa, vomiting, hatbun, hadach, dizzinss, toubl slping, apptit changs, incasd swating, o acn may occu. I any o ths cts psist o wosn, tll you docto o phamacist pomptly.
mmb that you docto has pscibd this mdication bcaus h o sh has judgd that th bnit to you is gat than th isk o sid cts. Many popl using this mdication do not hav sious sid cts.
This mdication may mak you blood suga lvl is, which can caus o wosn diabts. Tll you docto immdiatly i you dvlop symptoms o high blood suga, such as incasd thist and uination. I you alady hav diabts, b su to chck you blood sugas gulaly. You docto may nd to adjust you diabts mdication, xcis pogam, o dit.
This mdication may low you ability to ight inctions. This may mak you mo likly to gt a sious (aly atal) inction o mak any inction you hav wos. Tll you docto ight away i you hav any signs o inction (such as v, chills, psistnt so thoat, cough, whit patchs in th mouth).
Tll you docto ight away i you hav any sious sid cts, including: unusual wight gain, mnstual piod changs, bon/joint pain, asy buising/blding, mntal/mood changs (such as mood swings, dpssion, agitation), muscl waknss/pain, puy ac, slow wound haling, swlling o th ankls/t/hands, thinning skin, unusual hai/skin gowth, vision poblms, ast/slow/igula hatbat.
This dug may inquntly caus sious (aly atal) blding om th stomach o intstins. I you notic any o th ollowing unlikly but sious sid cts, consult you docto o phamacist immdiatly: black/bloody stools, vomit that looks lik co gounds, psistnt stomach/abdominal pain.
Gt mdical hlp ight away i you hav any vy sious sid cts, including: sizus.
A vy sious allgic action to this dug is a. Howv, gt mdical hlp ight away i you notic any symptoms o a sious allgic action, including: ash, itching/swlling (spcially o th ac/tongu/thoat), sv dizzinss, toubl bathing.
This is not a complt list o possibl sid cts. I you notic oth cts not listd abov, contact you docto o phamacist.
Uss Medrol Deutschland
Mthylpdnisolon is usd to tat conditions such as athitis, blood disods, sv allgic actions, ctain cancs, y conditions, skin/kidny/intstinal/lung disass, and immun systm disods. It dcass you immun systm’s spons to vaious disass to duc symptoms such as swlling, pain, and allgic-typ actions. This mdication is a coticostoid homon.
Mthylpdnisolon may also b usd with oth mdications in homon disods.
How to us Medrol
Tak this mdication by mouth as dictd by you docto, usually with ood o milk. ollow you dosing instuctions caully. Th dosag and lngth o tatmnt a basd on you mdical condition and spons to tatmnt. Dint dosing schduls xist o this mdication. I you a not taking th sam dos ach day o…Sid cts
Nausa, vomiting, hatbun, hadach, dizzinss, toubl slping, apptit changs, incasd swating, o acn may occu. I any o ths cts psist o wosn, tll you docto o phamacist pomptly.
mmb that you docto has pscibd this mdication bcaus h o sh has judgd that th bnit to you is gat than th isk o sid cts. Many popl using this mdication do not hav sious sid cts.
This mdication may mak you blood suga lvl is, which can caus o wosn diabts. Tll you docto immdiatly i you dvlop symptoms o high blood suga, such as incasd thist and uination. I you alady hav diabts, b su to chck you blood sugas gulaly. You docto may nd to adjust you diabts mdication, xcis pogam, o dit…o Halthca Possionals
Applis to mthylpdnisolon: compounding powd, injctabl powd o injction, injctabl suspnsion, oal tablt
Advs cts hav occud lss quntly whn minimum dosags hav bn administd.
Advs cts o coticostoid thapy may b subdividd into thos associatd with shot-tm thapy (to th wks) and thos o long-tm thapy (> th wks).
Shot-tm cts hav includd sodium tntion-latd wight gain and luid accumulation, hypglycmia and glucos intolanc, hypokalmia, gastointstinal upst and ulcation, vsibl dpssion o th hypothalamic-pituitay-adnal (HPA) axis, and mood changs anging om mild uphoia and insomnia to nvousnss, stlssnss, mania, catatonia, dpssion, dlusions, hallucinations, and violnt bhavio.
Long-tm cts hav includd HPA suppssion, Cushingoid appaanc, hisutism o viilism, impotnc, and mnstual igulaitis, pptic ulc disas, cataacts and incasd intaocula pssu/glaucoma, myopathy, ostopoosis, and vtbal compssion actus.
Cadiovascula sid cts hav includd hyptnsion and congstiv hat ailu du to long-tm luid tntion as wll as dict vascula cts. Badycadia, cadiac ast, cadiac ahythmias, cadiac nlagmnt, ciculatoy collaps, at mbolism, myocadial uptu ollowing cnt myocadial inaction, syncop, tachycadia, thombombolism, thombophlbitis, and vasculitis hav also bn potd.
Hyptnsion has bn associatd with long-tm thapy with coticostoids and is thought to b du to luid tntion.
Coticostoid thapy may induc glucos intolanc by ducing th utilization o glucos in tissus and incasing hpatic glucos output. Patints on altnat day thapy may xhibit signiicantly high sum glucos on th day mthylpdnisolon (th activ ingdint containd in Mdol) is takn. Diabts mllitus quiing dit modiications and hypoglycmic agnts has dvlopd in som patints.
Adnal suppssion can psist o up to twlv months at long-tm coticostoid thapy. Adnal suppssion may b ducd by giving coticostoids onc a day o onc vy oth day. At coticostoid thapy has bn tapd, supplmntal coticostoid thapy duing tims o physical stss may b quid.
ndocin sid cts hav includd dcasd glucos tolanc and hypglycmia sulting in diabts-lik symptoms. Hypothalamic-pituitay-adnal activity has bn suppssd 12 months o mo ollowing long-tm coticostoid administation. Cushingoid appaanc commonly has occud with chonic thapy. Hisutism o viilism, impotnc, and mnstual igulaitis may occu. Glycosuia, hisutism, and hyptichosis hav also bn potd.
Gastointstinal cts most commonly occuing duing coticostoid thapy hav includd nausa, vomiting, dysppsia, and anoxia. Pptic ulc disas has bn associatd with long-tm coticostoid thapy, but is lativly uncommon. outin pophylactic thapy is not waantd in all individuals. Aluminum/magnsium containing antacids gnally hav bn usd to manag GI complaints without signiicant dug intactions.
Gastointstinal sid cts hav includd gastointstinal upst, nausa, vomiting, and pptic ulc disas. Pancatitis, ulcativ sophagitis, gastointstinal poation and hmohag hav also bn potd. Additionally, abdominal distntion, bowl/bladd dysunction (at intathcal administation), incasd apptit, and poation o th small and lag intstin (paticulaly in patints with inlammatoy bowl disas) hav bn potd.
Mtabolic sid cts hav includd hypnatmia (a), hypokalmia, luid tntion, ngativ nitogn balanc and incas in blood ua nitogn concntation.
Musculoskltal sid cts hav includd myopathy, ostopoosis, vtbal compssion actus, tndon uptu (paticulaly th Achills tndon), and asptic ncosis o bon hav occud duing coticostoid thapy. Asptic ncosis most otn has actd th moal had. Chacot-lik athopathy, loss o muscl mass, muscl waknss, ostopoosis, pathologic actu o long bons, and vtbal compssion actus has also bn potd.
Coticostoid myopathy psnting as waknss and wasting o th poximal limb and gidl muscls has occud, but has gnally solvd ollowing cssation o thapy.
Coticostoids inhibit intstinal absoption and incas uinay xction o calcium lading to bon soption and bon loss. Bon loss o 3% ov on ya has bn dmonstatd with pdnisolon 10 mg p day. Postmnopausal mals a at isk o loss o bon dnsity. Up to 16% o ldly patints tatd with coticostoids o 5 yas may xpinc vtbal compssion actus. On autho potd masuabl bon loss ov two yas in womn on concomitant thapy with pdnison 7.5 mg p day and tamoxin.
Hmatologic sid cts hav includd thombocytopnia, lymphopnia, and platlt altations sulting in thombolic vnts.
Immunologic sid cts hav includd impaimnt in cll-mdiatd immunity and incasd suscptibility to bactial, vial, ungal and paasitic inctions. Immun spons to skin tsts may b suppssd.
Hpatic sid cts hav includd vsibl incass in sum tansaminas and alkalin phosphatas concntations. Hpatomgaly has also b potd.<>
Ocula sid cts hav includd incasd intaocula pssu, glaucoma, and postio subcapsula cataacts.
In nal tansplant patints maintaind on pdnison 10 mg p day, 33% dvlopd postio subcapsula cataacts. Man tim to cataact dvlopmnt was 26 months. Incasd intaocula pssu has occud in 5% o patints.
Psychiatic sid cts hav includd psychoss, psonality o bhavioal changs, dpssion, motional instability, uphoia, mood swings, and psychic disods.
Dmatologic sid cts hav includd buising, cchymosis, ptchia stia, dlayd wound haling, and acn. Allgic dmatitis, cutanous and subcutanous atophy, dy scaly skin, ythma, hyppigmntation, hypopigmntation, incas swating, ash, stil abscss, stia, thin agil skin, and thinning scalp hai, and uticaia hav also bn potd.
Psudohumatism, o glucocoticoid-withdawal syndom not latd to adnal insuicincy has occud on withdawal o coticostoids. Patints xpincd anoxia, nausa, vomiting, lthagy, hadach, v, athalgias, myalgias and postual hypotnsion. Symptoms solvd whn coticostoid thapy was instatd.
Oth sid cts hav includd a glucocoticoid withdawal syndom sn upon abupt discontinuation o coticostoid thapy that was not associatd with adnal suppssion.
Local sid cts hav includd hyppigmntation, hypopigmntation, subcutanous and cutanous atophy, and stil abscss at injction sits ollowing pantal administation.
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