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Was a connection created by the governing law any less sufficient because it was made only shortly before the scheme sanction hearing?
Re DTEK Finance BV  EWHC 1164 (Ch)
This case concerned an application by a Dutch company, DTEK Finance BV (DTEK), for an order under section 899 of the Companies Act 2006 (CA 2006) sanctioning a proposed scheme of arrangement between DTEK and holders of loan notes issued by DTEK.
DTEK was incorporated in the Netherlands and was part of an energy group. Its function was to raise finance within the capital markets and distribute that finance to the group. The loan notes it issued in 2010 were governed by New York law, but following an exchange offer and consent solicitation, the governing law was changed to English law two weeks before the application to sanction the scheme. The relevant timeline is as follows:
Rose J considered whether there was a sufficient connection with England to justify an exercise of discretion to approve the scheme (applying Re Drax Holdings  EWHC 2743 (Ch),  1 All ER 903). She referred to Re Primacom  EWHC 3746 (Ch), Re Vietnam Shipbuilding  EWHC 2476 (Ch) and Re Magyar Telecom  EWHC 3800 (Ch) as authority that an English governing law clause is a sufficient connection for the purposes of establishing jurisdiction.
She then considered whether a conne
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