Transfer schemes under section 900 of the Companies Act 2006 (or schemes of reconstruction and amalgamation)
Produced in partnership with Emma Simmonds, Lois Deasey and Timea Bagossy of Akin Gump Straus Hauer & Feld LLP
Transfer schemes under section 900 of the Companies Act 2006 (or schemes of reconstruction and amalgamation)

The following Restructuring & Insolvency practice note produced in partnership with Emma Simmonds, Lois Deasey and Timea Bagossy of Akin Gump Straus Hauer & Feld LLP provides comprehensive and up to date legal information covering:

  • Transfer schemes under section 900 of the Companies Act 2006 (or schemes of reconstruction and amalgamation)
  • Coronavirus (COVID-19)
  • Executive summary
  • What is a transfer scheme?
  • Similarities and differences between a section 895 scheme and a transfer scheme
  • Meaning of reconstruction and amalgamation
  • Reconstruction
  • Amalgamation
  • Transfer schemes and debt for equity swaps
  • Re TSB Nuclear energy: a successful transfer scheme
  • More...

Coronavirus (COVID-19)

This content is affected by the coronavirus (COVID-19) pandemic. For further details, take a look at our Coronavirus (COVID-19) toolkit and Practice Note: Coronavirus (COVID-19) Tracker of insolvency reforms globally [Archived]. For related news, guidance and other resources to assist practitioners working on restructuring and insolvency matters, see: Coronavirus (COVID-19)—Restructuring & Insolvency—overview.

Executive summary

  1. a scheme of reconstruction or amalgamation, also known as a transfer scheme (transfer scheme) is a type of scheme of arrangement under the Companies Act 2006 (CA 2006), section 900

  2. transfer schemes are not generally common in practice. The few reported cases of successful transfer schemes relate to solvent corporate reorganisations

  3. the procedural rules and steps for a transfer scheme are broadly the same as those required for a scheme of arrangement under CA 2006, s 895 (section 895 scheme) (see Practice Note: Schemes). However, the powers available to the court under CA 2006, s 900 when hearing an application to sanction a transfer scheme are wider than those available to it when sanctioning a section 895 scheme

  4. the transferor company and the transferee company in a transfer scheme must have substantially the same shareholders, which means that transfer schemes cannot be used to effect takeover offers or debt for equity swaps (see Practice Note: Debt for equity swaps)

  5. unlike section 895 schemes, transfer schemes are not available in respect

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