Rely on the most comprehensive, up-to-date legal content designed and curated by lawyers for lawyers
Work faster and smarter to improve your drafting productivity without increasing risk
Accelerate the creation and use of high quality and trusted legal documents and forms
Streamline how you manage your legal business with proven tools and processes
Manage risk and compliance in your organisation to reduce your risk profile
Stay up to date and informed with insights from our trusted experts, news and information sources
Access the best content in the industry, effortlessly — confident that your news is trustworthy and up to date.
Find up-to-date guidance on points of law and then easily pull up sources to support your advice with Lexis PSL
Check out our straightforward definitions of common legal terms.
Our trusted tax intelligence solutions, highly-regarded exam training and education materials help guide and tutor Tax professionals
Access our unrivalled global news content, business information and analytics solutions
Insurance, risk and compliance intelligence using big data, proprietary linking and advanced analytics.
A leading provider of software platforms for professional services firms
In-depth analysis, commentary and practical information to help you protect your business
LexisNexis Blogs shed light on topics affecting the legal profession and the issues you're facing
Legal professionals trust us to help navigate change. Find out how we help ensure they exceed expectations
Lex Chat is a LexisNexis current affairs podcast sharing insights on topics for the legal profession
Discuss the latest legal developments, ask questions, and share best practice with other LexisPSL subscribers
The High Court held in Re Dee Valley Group PLC that a Chairperson of a shareholder scheme meeting may reject votes cast against a scheme of arrangement in circumstances where the shares were acquired through an artificial share-splitting exercise designed to frustrate the scheme. Catherine Balmond, Craig Montgomery , Priyanka Usmani and Katharina Crinson of Freshfields Bruckhaus Deringer consider the impact of the first English case to consider this issue. While it arose in the context of a shareholder scheme, the impact is also significant for debt restructurings implemented by way of a creditor scheme of arrangement.
Re Dee Valley Group PLC  EWHC 184 (Ch),  All ER (D) 95 (Feb)
In this case, the High Court considered whether the chairman of a class meeting directed by the court in the context of a scheme of arrangement was right to disallow the votes of 434 individual shareholders who voted against the scheme where there had been share splitting. This is the first case in which a share-splitting exercise was undertaken in order to defeat a scheme of arrangement between a company and its shareholders.
Severn Trent’s takeover offer for Dee Valley was to be effected by means of a court approved scheme of arrangement. A scheme is a statutory mechanism under the Companies Act 2006 which, under the supervision of the English Court, is often used in the UK to achieve a takeover as an alternative to a traditional tender offer (a member scheme) or to restructure a company’s debt (a creditor scheme). A scheme is an arrangement between the company and its creditors or shareholders that, if approved by the requisite majority and sanctioned by the court, is binding on all creditors or shareholders.
The statutory test is two-fold and requires that a majority:
of creditors or shareholders present and voting in person or by proxy must approve the scheme at a meeting
Free trials are only available to individuals based in the UK
* denotes a required field
Access this article and thousands of others like it free by subscribing to our blog.
Read full article
Already a subscriber? Login
0330 161 1234