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ii.LiquidationIf the creditors and Court decide that the insolvent company will not continue, theassets of the business will be liquidated and the proceeds distributed to the creditors(see Paragraph III. A. 8. b., infra, for a more detailed description of the distribution).After the proceeds have been distributed, the company is dissolved, and anyresidual claims of the creditors are essentially of no value.iii.Plan de CessionIn the alternative, the Court may decide that the interests of creditors are betterserved by the sale (plan de cession) of the insolvent company’s business to one ormore purchasers. In the sale proceeding, the Court will assess the merits of theoffers based upon the following criteria, which are listed in order of importance:• Sustainability of the jobs attached to the business sold;• Payment of the creditors; and• Reliability in complying with the covenants made in the offer. 26Under the plan de cession, the bidders selected by the Court will acquire some or allof the insolvent company’s assets. In addition, the successful bidders may takeaboard a limited number of the insolvent company’s employees. All other liabilitiesremain with the company, which is liquidated.c. England and WalesGenerally, an office holder must act in the best interests of creditors as a whole. Ifhe fails to do so, he may be personally liable for breach of fiduciary duty26 Code de commerce [C. com.] art. L. 642-5.19