The England and Wales Court of Appeal recently handed down its first judgment relating to a restructuring plan under Part 26A of the UK Companies Act 2006: Re AGPS Bondco Plc [2024] EWCA Civ 24. Restructuring plans were a...more
In a radical departure from settled case law, the English High Court has eroded the protections of English law creditors guaranteed by the Rule in Gibbs....more
The High Court’s decision in relation to an ISDA Master Agreement will likely guide interpretation of other English law-governed financing documentation. Prior to entering into administration, Lehman Brothers...more
Third-Party Releases are common in English law schemes of arrangement and restructuring plans, and US courts have so far indulged that approach in granting recognition. If Prospero’s plea to the audience at the...more
Primary Market Bulletin No. 44 reminds issuers of the: ..use of multimedia content (including audio and video) in regulatory news announcements; ..FCA’s position on the requirement for a prospectus when shares are...more
How do you improve the image of company voluntary arrangements? Start by reforming the voting rules. A recent research paper commissioned by the Insolvency Service concluded that property owners were “broadly” treated...more
Nostrum Oil & Gas PLC’s scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”) was sanctioned on 26 August 2022, with the “scheme effective date” occurring on 31 August 2022. While the terms of the...more
The forecast for the English scheme and plan looks set fair despite concerns around Brexit turbulence. The restructuring market’s appetite for Part 26 schemes of arrangement and Part 26A restructuring plans shows no...more
Sir Alastair Norris’ High Court judgment of 14 May 2021, confirming the sanctioning of the scheme of arrangement of DTEK Finance PLC in respect of existing bank lenders (the “Bank Scheme”) and the scheme of arrangement of...more
In this episode, Akin Gump financial restructuring partners Lois Deasey and Liz Osborne offer an overview of creditors' fees related to English law schemes of arrangement. Among the topics covered: - The class and...more
Last year the Takeover Panel (the “Panel”) published a consultation paper proposing a number of amendments to (i) simplify the offer timetable under the Code (ii) provide certainty that once a firm offer has been announced it...more
Although the Trade and Cooperation Agreement (TCA) arrived in time to prevent a wholesale “no deal Brexit,” issues of cross-border cooperation and recognition in relation to insolvency and restructuring proceedings were not...more
On 27 October 2020, the UK Takeover Panel (the Panel) published Public Consultation Paper 2020/1 (the PCP), which proposes significant changes to the UK Takeover Code (the Code) with regard to the offer timetable and the...more
In structuring a UK scheme of arrangement that involves the restructuring of existing securities and/or the offer of new securities, due consideration must be given to the relevant US securities laws and registration...more
Cram-Down There has been much commentary on the new restructuring plan which is modelled on the existing scheme of arrangement but includes cross-class cram-down powers afforded under section 901G of the new Part26A of the...more
The new UK Corporate Insolvency and Governance Act (CIGA), which took effect in June 2020, ushers in permanent changes to the English insolvency and restructuring landscape as well as temporary, and largely retrospective,...more
We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more
In this update, we consider key statistics, trends, developments and highlights regarding U.K. public M&A transactions governed by the U.K. City Code on Takeovers and Mergers (the Takeover Code) that were announced during the...more
In this draft note the FCA confirms the well-established position that the issue of new securities pursuant to a scheme of arrangement (scheme) under Part 26 of the Companies Act 2006 does not constitute an offer of...more
We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these...more
On Tuesday (11th September) the English High Court sanctioned two schemes of arrangement which are integral to the restructure of Syncreon, a US-headquartered global logistics business. This decision, the first where a...more
All three institutions of the European Union have now approved the EU Preventive Restructuring Framework Directive. This is the EU's first attempt to "harmonise" insolvency laws across the Member States, that have disparate...more
We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2018 and their impact on M&A transactions. This review looks at these...more
The UK Government’s response issued on 26 August 2018 confirms that the UK corporate restructuring toolbox will change (and expand). Some of the proposed changes could be significant for borrowers, creditors and distressed...more
Schemes of arrangement are a well-known and familiar tool for many within M&A. They are often used to implement acquisitions of public or widely held companies or restructurings of financial indebtedness, frequently as part...more