This new guide to schemes of arrangement draws together all of the elements of the law and practice concerning both creditor and member schemes. Member schemes of arrangement have become the preferred method of implementing takeovers in the UK. Creditor schemes of arrangement are increasingly used in restructuring matters and the trend in their usage in foreign companies is likely to continue as many credit documents across Europe are arranged and underwritten in London under English law. The book considers the effect given to an English scheme in foreign jurisdictions, and other Private International Law issues. A major issue for those considering a scheme for creditors is whether a scheme or CVA (Company Voluntary Arrangement) is more appropriate and this book assists the reader by including an analysis of the pros and cons of schemes and CVAs. There are very few sources of information on schemes of arrangement and the area takes much of its substance from case law. This book, addressing the law and practical issues faced by practitioners on a day-to-day basis, is a first in the field.
Geoff O'Dea is a partner in the London office of Freshfields Bruckhaus Deringer LLP. He has a broad range of experience in a number of transactions and product areas, including acquisition finance and general banking. He also has extensive experience in restructuring and insolvency matters, regularly advising creditors, debtors and insolvency practitioners particularly with respect to creditor schemes of arrangement. Julian Long is a partner and head of the London corporate practice at Freshfields Bruckhaus Deringer LLP. He is an M&A specialist particularly focusing on cross-border matters. He advises a number of listed companies on corporate governance, securities issuance matters and crisis management. Julian has experience of a number of member scheme proposals. At the time of going to print, Alexandra Smyth was a senior associate in the corporate department of the London office of Freshfields Bruckhaus Deringer LLP. She has experience in a wide range of corporate transactions and governance issues. At the time of publication, she is the global head of mergers and acquisitions at a FTSE100 listed publishing and professional information solution group. Consultant Editor: William Trower QC, Barrister, South Square, London Consultant Editor: Andrew Thornton, Barrister, Erskine Chambers, London
PART I - INTRODUCTION ; 1. Introduction and Outline of Process ; 2. Jurisdiction and the Types of Companies that may Propose Schemes ; PART II - KEY PRINCIPLES RELATING TO CREDITOR AND MEMBER SCHEMES ; 3. Meaning of Key Legal Terms and Concepts ; 4. Court Hearings, Creditor or Member Meetings and Disclosure ; 5. Listed Company Considerations ; PART III - CREDITOR SCHEMES ; 6. Major Types of Creditor Schemes in a Corporate Restructuring Context ; 7. Company Voluntary Arrangement (CVA) Compared with Schemes ; 8. Creditor Schemes in Practice ; PART IV - MEMBER SCHEMES ; 9. Types of Member Schemes ; 10. Takeovers by Scheme of Arrangement ; PART V - PRACTICE AND PROCEDURE ; 11. Practice and Procedure - Creditor Schemes ; 12. Practice and Procedure - Member Schemes