Schemes of Arrangement Law and Practice

by O'dea, Geoff; Long, Julian; Smyth, Alexandra; Trower QC, William; Thornton, Andrew

• ISBN13: 9780199665921
• ISBN10: 0199665923
• Format: Paperback
• Copyright: 2013-02-07
• Publisher: Oxford University Press

Summary

This new guide to schemes of arrangement draws together all of the elements of the law and practice concerning both creditor and member schemes. Member schemes of arrangement have become the preferred method of implementing takeovers in the UK. Creditor schemes of arrangement are increasingly used in restructuring matters and the trend in their usage in foreign companies is likely to continue as many credit documents across Europe are arranged and underwritten in London under English law. The book considers the effect given to an English scheme in foreign jurisdictions, and other Private International Law issues. A major issue for those considering a scheme for creditors is whether a scheme or CVA (Company Voluntary Arrangement) is more appropriate and this book assists the reader by including an analysis of the pros and cons of schemes and CVAs. There are very few sources of information on schemes of arrangement and the area takes much of its substance from case law. This book, addressing the law and practical issues faced by practitioners on a day-to-day basis, is a first in the field.

Author Biography

Geoff O'dea is a partner in the London office of Freshfields Bruckhaus Deringer LLP. He has a broad range of experience in a number of transactions and product areas, including acquisition finance and general banking. He also has extensive experience in restructuring and insolvency matters, regularly advising creditors, debtors and insolvency practitioners particularly with respect to creditor schemes of arrangement.

Julian Long is head of the London corporate practice at Freshfields Bruckhause Deringer LLP, and is a public and private M&A specialist based in London. He also advises a number of listed companies on corporate governance, securities issuance matters and crisis management.

Alexandra Smyth is a senior associate in the London office of Freshfields Bruckhaus Deringer LLP, with experience in a wide range of corporate transactions, including public and private mergers and acquisitions, joint ventures and securities.

Consultant Editor: William Trower QC, Barrister, South Square, London


Consultant Editor: Andrew Thornton, Barrister, Erskine Chambers, London

Table of Contents

Introduction

An outline of the process and applicable legislation

What types of companies may propose a scheme?

Creditor Schemes

Types of creditor schemes

Creditor schemes in practice

Common grounds for challenging schemes

English tax considerations for schemes

Listed company considerations

Suggested reforms to the legislation

Member Schemes

Types of member schemes

Takeovers by scheme of arrangement

Practice and Procedure

Practice and procedure - creditor schemes

Practice and procedure - member schemes

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