By Virginia Torrie, JD, LLM, PhD, ICD.D

Law 80 Lecturer, Queen’s University Faculty of Law

In an increasingly globalized business environment, cross-border insolvency is more and more relevant and necessary to facilitate predictability and coordination of proceedings. The UNCITRAL Model Laws on Cross-Border Insolvency and on the Recognition and Enforcement of Insolvency-Related Judgments, edited by Reinhard Bork (University of Hamburg) and Michael Veder (Radboud University), provides a timely and authoritative guide to the two essential Model Laws which aim to harmonize cross-border insolvency law.¹

Published in 2025 by Edward Elgar, this comprehensive volume brings together an international group of insolvency experts to provide commentary and insights, article-by-article, on the UNCITRAL Model Law on Cross-Border Insolvency (MLCBI) and the UNCITRAL Model Law on Recognition and Enforcement of Insolvency-Related Judgments (MLIJ). In addition to the two editors – Reinhard Bork (Germany) and Michael Veder (Netherlands) – contributors to this book include: Irit Mevorach (United Kingdom), Kristin van Zwieten (United Kingdom), Virginia Torrie (Canada), G. Ray Warner (United States), Christopher Symes (Australia), Stephan Madaus (Germany), Catarina Serra (Portugal), Wan Wai Yee (Singapore), and Rodrigo Rodriguez (Switzerland).

The idea for the book was to create a handbook for international insolvency law in the same way that there is a handbook on the European Insolvency Regulation.² Accordingly, the volume contains in-depth reviews of the role of foreign representatives and creditors in enacting states and analyses of the Model Laws in the context of key cross-border insolvency decisions. The chapters provide both theoretical insights and practical guidance. 

The United National Commission on International Trade (UNCITRAL) has long played a key role in facilitating international trade and investment and furthering the harmonization and modernization of laws in pursuit of these objectives.³ Its primary method of furthering these aims is through the development and promotion of legislative and non-legislative instruments in core areas of commercial law. UNCITRAL Model Laws are not automatically binding, but rather offer a template that individual countries can adopt into their national laws, with or without modifications. Once enacted by a participating country, the provisions of the Model Law become binding on parties within that jurisdiction.

The Model Law on Cross-Border Insolvency was adopted in 1997 and since that time has provided the framework for cooperation between courts and insolvency practitioners across jurisdictions.⁴ The MLCBI is intended to address coordination issues that can arise when the insolvent debtor has assets in more than one country, and instances where creditors are located outside the country in which the insolvency proceeding takes place. Cross-border insolvencies present unique harmonization challenges in these respects. Outside of an international framework, like the MLCBI, the resolution of these challenges too often produces unpredictability and costly delays which hamper the aims of insolvency law – namely, the efficient resolution of the insolvent estate, whether through restructuring or liquidation and winding up.

In 2018, UNCITRAL introduced the much-needed Model Law on the Recognition and Enforcement of Insolvency-Related Judgments (MLIJ).⁵ Over time it had become clear that a growing number of judgments were issued in international insolvency cases. These judgments required cross-border recognition in order for the MLCBI to fulfill its objectives of furthering cooperation and harmonizing international insolvency proceedings. For example, orders setting aside transactions or approving restructuring plans, are essential for the resolution of the insolvent estate. However, in a number of jurisdictions a high degree of uncertainty prevailed over judgment recognition in cross-border insolvencies. The MLIJ was designed to address this issue, and is an important companion Model Law to the MLCBI. Taken together, the two Model Laws provide a framework that can be adopted by national governments to facilitate consistent and reliable cross-border insolvency procedures.

Around 60 countries have adopted the MLCBI in whole or in part.⁶ This includes jurisdictions such as the United States, United Kingdom, Australia, Japan, and others, although some variation remains in implementation and judicial interpretation. Canada adopted the MLCBI in 2009, with a few modifications, and its provisions can be found in Part IV of the Companies’ Creditors Arrangement Act and Part XIII of the Bankruptcy and Insolvency Act.⁷

The book is comprised of two main parts, each focusing on one of the Model Laws. The sections and chapters track the individual articles of each Model Law, making the structure of the book very user-friendly. In each chapter contributors discuss the interpretation of the given article, judicial interpretation, interactions with national laws, unresolved ambiguities or challenges, and comparative dimensions. This discussion is enriched by the integration of relevant scholarly insights, providing both depth and practical relevance, reflecting the collective experiences of the editors and contributors. 

The discussion of the MLCBI is broken down into four main sections: Scope of Application, Access of Foreign Representatives and Creditors to Courts in this State, Recognition of a Foreign Proceeding and Relief, and Concurrent Proceedings. Collectively, within these sections are 32 chapters which delve into the mechanics of cross-border insolvency proceedings. The treatment of MLIJ does not contain distinct sub-categories, as it is a much shorter Model Law. Rather, this part of the book contains 17 chapters, each offering a fulsome discussion of an article in the MLIJ.

One topic in cross-border insolvency law which has recently received much interested is the concept of “COMI” (centre of main interest). By way of background the MLCBI is based on the theoretical concept of “universalism”, meaning that all the debtor’s assets and debts, wherever located, should be subject to one, over-arching insolvency proceeding. A central tenant of this approach is the debtor’s “centre of main interests”. The idea is that the debtor’s COMI should be identified and the court located in the jurisdiction of the debtor’s COMI should oversee the insolvency. The MLCBI thus contemplates that courts in other jurisdictions should recognize insolvency proceedings brought in the COMI jurisdiction and entrust the COMI court to be the primary administrator of the insolvent estate.

While COMI remains a core organizing principle of existing cross-border insolvency law, it has lately come under increased scrutiny and criticism in international insolvency circles. Critics point out that in large international insolvencies there is seldom “one right answer” to the question of which jurisdiction should serve as the debtor’s COMI. This, in turn, leads to jurisdictional uncertainty and facilitates strategic maneuvering to establish COMI in the debtor’s preferred jurisdiction – quite possibly to the detriment of its creditors. On the one hand, forum shopping at the point of insolvency is problematic for those concerned with economic efficiency, who think the choice of forum should be made, and made irrevocably, at the time of incorporation. On the other hand, the longstanding position of the United States as effectively the default COMI for large cross-border insolvencies is problematic for any country that would like to become globally competitive as an insolvency forum of choice, with the boost to the domestic financial and legal services industries that this would entail. The solution to both concerns is a bankruptcy “commitment rule”, whereby debtors commit to resolving their own insolvency (should they become insolvent) in a given, pre-determined jurisdiction.⁸ This front-ends competition among insolvency forums, arguably improving predictability and efficiency, and creates a durable first-mover advantage for whichever jurisdiction most rapidly becomes the insolvency forum of choice.

The UNCITRAL Model Laws on Cross-Border Insolvency and on the Recognition and Enforcement of Insolvency-Related Judgments discusses COMI fairly extensively in the context of the Model Laws. However, this broader debate about whether COMI should be used as a fundamental concept in cross-border insolvency law is understandably beyond the scope of the book. Time will tell whether the prevailing architecture of UNCITRAL Model Laws, with the emphasis on COMI, will endure, or whether calls for adopting a different approach to the issue of forum choice will find traction with policy-makers and lead to a new framework.

The UNCITRAL Model Laws on Cross-Border Insolvency and on the Recognition and Enforcement of Insolvency-Related Judgments stands as the definitive handbook for anyone engaged in the complex world of cross-border insolvency. This book provides an accessible foundation for understanding and applying the Model Laws and will be useful for judges, lawyers, insolvency practitioners, policymakers, and academics alike.

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¹ Reinhard Bork & Michael Veder, The UNCITRAL Model Laws on Cross-Border Insolvency and on the Recognition and Enforcement of Insolvency-Related Judgments: An Article-by-Article Commentary (Cheltenham, UK: Edward Elgar, 2025).

² See Reinhard Bork & Kristin van Zwieten, eds, Commentary on the European Insolvency Regulation, 2nd ed (Oxford, Oxford University Press, 2022).

³ United Nations, United Nations Commission On International Trade Law, “UNCITRAL Model Law on Cross-Border Insolvency (1997), online: <https://uncitral.un.org/en/texts/insolvency/modellaw/cross-border_insolvency>.

⁴ UNCITRAL Model Law on Cross-Border Insolvency (1997), online: <https://uncitral.un.org/en/texts/insolvency/modellaw/cross-border_insolvency>.

⁵ UNCITRAL Model Law on Recognition and Enforcement of Insolvency-Related Judgements (2018), online: <https://uncitral.un.org/en/texts/insolvency/modellaw/mlij>.

⁶ Aurelio Gurrea-Martinez, “The Implementation of the Model Law on Cros-Border Insolvency: International Divergences and Challenges Ahead” (2024) 21:3 International Corporate Rescue 145, online: SSRN <https://ssrn.com/abstract=4839163>.

⁷ RSC 1985 c C-36; RSC 1985, c B-3. See further Jennifer Stam, “The Model Law in Canada” (June 2022) online: Norton Rose Fulbright <https://www.nortonrosefulbright.com/en/knowledge/publications/e7e4132d/the-model-law-in-canada>.

⁸ Anthony Casey, Aurelio Gurrea-Martinez & Robert K Rasmussen, “A Commitment Rule for Insolvency Forum” (2025) 4.1 University of Chicago Business Law Review 51, online: <https://businesslawreview.uchicago.edu/print-archive/commitment-rule-insolvency-forum>.