Q&As

Can the Topco resolutions required to effect a section 110 demerger, be passed as written resolutions?

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Published by a LexisNexis Restructuring & Insolvency expert

Published on: 30 July 2018

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A (Insolvency Act 1986) section 110 arrangement is a statutory mechanism for dividing or de-merging businesses or assets held within or owned by a single legal entity, so that after the transaction they are held by two or more legal entities. The key point about a section 110 arrangement is that it can only apply in cases where a company is proposed to be, or is in the course of being, voluntarily wound up.

The transferor company must therefore be put into members

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Jurisdiction(s):

United Kingdom

Key definition:

Topco definition

What does Topco mean?

In an acquisition finance transaction the special purpose vehicle (SPV) in the group structure in which the sponsor and management will hold shares.

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