This Practice Note considers the jurisdictional service gateway or ground for service set out in CPR PD 6B, para 3.1(24) dealing with contempt applications. The Practice Note sets out gateway 24 and provides insight into the way in which it is likely to be interpreted by the courts. This Practice Note should be read in conjunction with service Practice Notes: • Cross-border service—jurisdictional gateways (principles) • Cross-border service—documents other than the claim form—contempt application to be served outside the UK For guidance on contempt and committal, see: Contempt and committal—overview Gateway 24 Gateway 24 (contempt applications) is intended to assist with the difficulties encountered when serving contempt applications outside England and Wales. Gateway 24 (CPR PD 6B, para 3.1(24)) provides: ‘(24) A contempt application is made, whether or not, apart from this paragraph, a claim form or application notice containing such an application can be served out of the jurisdiction.’ Relationship with CPR 81 (contempt) When seeking to rely on gateway 24, it is important to understand the rules

This Practice Note considers the jurisdictional service gateways or grounds for service set out in CPR PD 6B, paras 3.1(12)–3.1(12E) dealing with claims about trusts and CPR PD 6B, para 3.1(15)–3.1(15D) dealing with claims against constructive trustees or for breach of trust or fiduciary duty. The Practice Note sets out the gateways and provides insight into the way in which they have or may be interpreted by the courts. This Practice Note should be read in conjunction with Practice Note: Cross border service—jurisdictional gateways (principles). Claims about trusts—gateways 12–12E Gateways 12–12E (CPR PD 6B, para 3.1(12)–3.1(12E)) provide: When dealing with claims in respect of trusts, there are a number of relevant gateways when seeking permission to serve a claim form outside England and Wales: ‘(12) A claim is made in respect of a trust which is created by the operation of a statute, or by a written instrument, or created orally and evidenced in writing, and which is governed by the law of England and Wales. (12A) A claim is made in respect

ARCHIVED: This Practice Note has been archived as it covers transitional provisions in place following the UK’s departure from the EU on 31 December 2020. When seeking to serve court documents in Iceland, Norway or Switzerland for proceedings commenced on or before 31 December 2020 the transitional provisions set out in this Practice Note will continue to apply. For proceedings commenced on or after 1 January 2021, the Lugano Convention 2017 no longer applies as between the UK and Iceland, Norway or Switzerland. For information on service in these countries, see Practice Note: Cross-border service—is permission required to serve a defendant who is outside England and Wales? The UK was a contracting party to the Lugano Convention 2007 by reason of its membership of the EU. The convention, as an international agreement, under the terms of the Withdrawal Agreement, continued to apply to the UK until 31 December 2020. Currently the Lugano Convention 2007 has no application when serving documents outside England and Wales in Iceland, Norway or Switzerland.

An event of default triggered by a payment default or acceleration of the borrower or another group member specified in the finance documents.

A guarantee provided by another company within the borrower company's group to secure the debt.

This [Agreement OR DEED] is made on [insert day and month] 20[insert year] Parties 1 [insert name of shareholder] of [insert address]; 2 [insert name of shareholder] of [insert address]; 3 [insert name of shareholder] of [insert address]; and 4 [insert name of shareholder] of [insert address]. RECITALS (A) Together, the parties are the legal and beneficial owners of the entire share capital of the Company (as defined below). (B) Each Shareholder (as defined below) has agreed to make provision for the transfer of the legal and beneficial ownership of their shares in the Company in the event of their death on the terms of this agreement . the parties agree: 1 Definitions and interpretation 1.1 In this agreement: Business Day • means a day, other than a Saturday, Sunday or public holiday, on which clearing banks are open for non-automated commercial business in the City of London; Call Option • means an option granted pursuant to clause 2.1.1; Call Option Period • has the meaning given to it in clause 3.1; Company • means [insert name] Limited, a private company limited by shares incorporated in [insert country] under company number [insert company number], the registered office of which is at [insert address]; Completion • has the meaning given to it in clause 6.1; Completion

Cases in which a transfer of assets may be ordered It is increasingly the case that large-scale insolvencies have international dimensions. The company in question may have places of business, assets and creditors located in a number of different jurisdictions. In such circumstances, issues arise as to the manner in which the company’s assets may be best preserved pending the making of an orderly distribution to creditors, as well as the manner in which the creditors domiciled in a particular country may be adequately protected. A cost-effective solution is for there to be only one set of insolvency proceedings (typically in the place of the company’s incorporation) and for the authority of that office-holder to be recognised in all of the jurisdictions in which the company has assets/creditors (see Re Cambridge Gas Transportation). The efficacy of this solution is strengthened by the availability of relief under the United Nations Commission on International Trade Law (UNCITRAL) Model Law (see Practice Note: Recognition and other applications under

The Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974, implementing Directive 2005/56/EC on cross-border mergers of limited liability companies. Note that these regulations were revoked following the end of the Brexit implementation period.

The Corporate Insolvency and Governance Act 2020 introduced Part 26A of the Companies Act 2006 (CA 2006) creating a new restructuring tool, the Part 26A restructuring plan (RP), from 26 June 2020. This legislation is also supported by the relevant Practice Statement (see Practice Note: The Practice Statement for Part 26 schemes and Part 26A restructuring plans (2025)) and the Explanatory Notes prepared by the Department for Business, Energy and Industrial Strategy (now known as the Department for Business, Innovation, Science and Trade) (which are admissible as an aid to the interpretation without needing to show that the legislation is ambiguous or unclear per Snowden J in Re Virgin Atlantic Airways applying Re Flora v Wakom (Heathrow) Ltd). The landmark Court of Appeal decision, Strategic Value Capital Solutions Master Fund LP v AGPS BondCo plc (referred to here as Adler) gives important guidance on the use of this cross-class cram down (CCCD) power (see News Analysis: Adler appeal—restructuring plan sanction order overturned (Re AGPS Bondco plc)). Snowden

A cross-appeal is an appeal lodged by a respondent who, while already a party to an existing appeal, seeks to challenge a different aspect of the same decision. In practice, it allows the respondent not only to resist the appellant’s appeal but also to seek to vary, reverse or otherwise alter the order under appeal in their own favour.Across England and Wales, Scotland, Northern Ireland and Ireland, the concept is broadly consistent, though governed by distinct appellate rules and court procedures (for example, the Civil Procedure Rules in England and Wales, and equivalent court rules in the other jurisdictions). Time limits and formal requirements for filing a cross-appeal typically differ from those for a simple respondent’s notice or answers.A cross-appeal is commonly used where the respondent accepts that the decision cannot stand as made, or wishes to protect an alternative route to success if the main appeal succeeds. It has important tactical implications: failing to cross-appeal may preclude the respondent from seeking more favourable relief or from challenging adverse findings that underpin the order.

This Practice Note is intended as an overview and practical checklist for dispute resolution practitioners considering alternative dispute resolution (ADR) in cross-border disputes. It does not provide a jurisdiction-by-jurisdiction analysis of mediation, arbitration or other ADR processes. Local law advice may be required in any jurisdiction where parties, assets, proceedings, enforcement steps or settlement obligations are located. What is ADR? ADR is a collective description of methods of resolving disputes otherwise than through the normal trial process. It provides a confidential dispute resolution mechanism outside of a court of law, by which a dispute or difference is submitted to an impartial individual(s), either for determination or to assist the parties in reaching a negotiated resolution of their dispute. Note, the Commercial Court Guide and the Circuit Commercial Court Guide use the term negotiated dispute resolution (NDR) which can broadly be divided into either facilitated processes or imposed decisions. Where proceedings are before the courts of England and Wales, ADR or NDR should be considered throughout the life of the dispute. The CPR now expressly

While there is no strict definition, a transaction will generally be considered a 'cross-border' M&A transaction where the parties are not all located in the same jurisdiction (with the target company in a different jurisdiction to one or both of the buyer and seller) and/or where the governing law of the transaction documents is different from the nationality/jurisdiction of the parties. Many private company share purchase transactions have a significant international element to them.