Skadden

This Practice Note, produced in partnership with Jonathan Akinluyi of Latham & Watkins LLP and Riccardo Alonzi of Skadden Arps Slate Meagher & Flom (UK) LLP, looks at how schemes of arrangement (or Part 26 schemes or s 895 schemes) are treated in foreign jurisdictions and discusses the various different ways that a scheme may be recognised under the UNCITRAL Model Law on Cross-Border Insolvency (the Model Law on Insolvency). It discusses whether various regulations or conventions apply, including (for proceedings commenced before IP completion day) the EU Recast Regulation on Insolvency 2015/848 , EU Brussels I or EU Brussels I (recast), the Rome Convention and the Rome I Regulation. It looks at the need to obtain expert evidence from foreign lawyers that the scheme is likely to be recognised in their jurisdiction, the use of parallel actions to support schemes, or the requirement for undertakings from creditors. It also considers using COMI shifts to benefit from the EU Recast Regulation on Insolvency or the Model Law on Insolvency.

This Practice Note, produced in partnership with Jonathan Akinluyi of Latham & Watkins LLP and Riccardo Alonzi of Skadden Arps Slate Meagher & Flom (UK) LLP, looks at what happens when a court has sanctioned a scheme of arrangement (also known as Part 26 scheme or s 895 scheme), including how security is treated within a scheme and whether third parties can be released by a scheme.

This Practice Note, produced in partnership with Jonathan Akinluyi of Latham & Watkins LLP and Riccardo Alonzi of Skadden Arps Slate Meagher & Flom (UK) LLP, considers the different forms of share security, the main enforcement options (power of sale, foreclosure, appropriation and appointing a receiver or administrator), practical considerations in determining the appropriate enforcement mechanics and further considerations such as environmental issues, pension deficits and provisions of the Takeover Code.

This Practice Note, produced in partnership with Jonathan Akinluyi of Latham & Watkins LLP and Riccardo Alonzi of Skadden Arps Slate Meagher & Flom (UK) LLP, looks at establishing jurisdiction and sufficient connection for a scheme of arrangement under section 985 of the Companies Act 2006 (Part 26 schemes) and the interaction between English law and EU law. It looks at how foreign (ie non-English) companies can benefit from an English scheme and case law, specifically amending the governing law and jurisdiction to establish jurisdiction.

This Practice Note, produced in partnership with Skadden Arps Slate Meagher & Flom (UK) LLP, details the role of the nominee/supervisor of a scheme of arrangement (also known as a Part 26 scheme or s 895 scheme), what powers they have in carrying out their role, and what functions they must exercise in execution of their role. It also looks at whether a supervisor is personally bound by the scheme of arrangement.

This Practice Note, produced in partnership with Dominic McCahill, retired partner at Skadden Arps Slate Meagher & Flom LLP, looks at the safeguards for shareholders, creditors and counterparties under the special resolution regime, including requirements to publicise and approve the exercise of various powers, duties to make public statements, provisions for those affected by exercise of the powers and requirements for independent valuers.

This Practice Note, produced in partnership with Jonathan Akinluyi of Latham & Watkins LLP and Riccardo Alonzi of Skadden Arps Slate Meagher & Flom (UK) LLP, looks at class issues in scheme of arrangements (Part 26 schemes or s 895 schemes) and restructuring plans (Part 26A schemes or plans) including class composition, the relevant comparators to a scheme (eg liquidation), the distinction between rights and interests, minority oppression, whether the use of consent payments, incentive fees or lock up agreements creates a separate class and manipulation of the classes.

This Practice Note, produced in partnership with Jonathan Akinluyi of Latham & Watkins LLP and Riccardo Alonzi of Skadden Arps Slate Meagher & Flom (UK) LLP, looks at the court’s role in schemes of arrangement (s 895 schemes or Part 26 schemes). Covering both convening hearings and sanction hearings, it covers classes of creditors, fair representation of classes, fair scheme terms, any blot on the scheme, the effect of a sanction order and convening order and inter-conditionality within schemes.

This Practice Note, produced in partnership with Jonathan Akinluyi of Latham & Watkins LLP and Riccardo Alonzi of Skadden Arps Slate Meagher & Flom (UK) LLP, looks at the process and statutory framework concerning a scheme of arrangement (or Part 26 scheme or s 895 scheme). It looks at the definition and basis in statute of a scheme, the court’s jurisdiction to approve a scheme and the process for getting a scheme approved, including: negotiating with creditors, sending the practice statement letter to creditors, applying to court for the convening hearing, giving notice to creditors of the scheme, holding the creditors’ meeting(s) to approve the scheme, the sanction hearing by the court and the filing of the sanction order at Companies House.

This Practice Note, produced in partnership with Jonathan Akinluyi of Latham & Watkins LLP and Riccardo Alonzi of Skadden Arps Slate Meagher & Flom (UK) LLP, discusses voting within a scheme of arrangement (or Part 26 scheme or s 895 scheme) and how dissenting creditors may be crammed down if the scheme is approved by the appropriate majorities (a majority in number representing 75 per cent in value of the creditors or class of creditors voting in person or by proxy at each of the scheme meetings). It looks in detail at the numerosity requirement and compares the cram down provisions of the scheme with cram down under US chapter 11.

This Practice Note, produced in association with Dominic McCahill, retired partner at Skadden Arps Meagher & Flom LLP, considers the economic backdrop to the special resolution regime (SRR), the underlying objectives, scope and guidance under the code of practice.

This Practice Note, produced in partnership with Jonathan Akinluyi of Latham & Watkins LLP and Riccardo Alonzi of Skadden Arps Slate Meagher & Flom (UK) LLP, looks at how a business might be valued for a scheme of arrangement (also known as Part 26 schemes or s 895 schemes), examining the various different methods of valuation such as liquidation (or break-up value), going concern basis as well as income basis, market comparison, leveraged buy-out (LBO) comparison and Monte Carlo valuations.