Apcoa Parking: Availability of UK Scheme of Arrangement to foreign corporates extended

One of the recent hot topics in the European restructuring market has been whether the UK Courts would sanction a scheme of arrangement in relation to a foreign company, with no previous connection to the UK whatsoever, where the sole basis for establishing jurisdiction to undertake the scheme would be amending the governing law and jurisdiction clauses of the company’s principal finance documents to English law. This question was answered on 14 April 2014 when the High Court of Justice (the “Court”) approved a scheme of arrangement (the “Scheme”) in relation to nine companies of the German based Apcoa Parking group (“Apcoa”). Apcoa has no connection to, or assets in, the UK at all and its indebtedness was governed by a facilities agreement (the “Facilities Agreement”) which was subject to German law and the exclusive jurisdiction of the courts of Frankfurt/Main. However, by majority lender vote in accordance with the terms of the Facilities Agreement, the governing law and jurisdiction clauses were amended to English law for the sole purpose of establishing jurisdiction of the Court to proceed with a UK scheme.

Key Points

- Apcoa had no other basis on which to establish jurisdiction to conduct the Scheme;

- The Court accepted jurisdiction on the basis of the amended governing law and jurisdiction clauses and sanctioned the Scheme and thus opened a new avenue to establish jurisdiction;

- The Scheme enabled Apcoa to change material terms of the Facilities Agreement which would otherwise have been subject to unanimous consent and thus overcame minority lender opposition;

- Apcoa successfully executed the Scheme with respect to its group which included German, Austrian, Belgian, Norwegian and Danish companies and thus reaffirmed and extended widespread geographical availability of a UK scheme of arrangement; and...

Please see full alert below for more information.

LOADING PDF: If there are any problems, click here to download the file.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© White & Case LLP | Attorney Advertising

Written by:


White & Case LLP on:

Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.