Schemes of Arrangement in Corporate Restructuring 2nd edition

Schemes of Arrangement in Corporate Restructuring 2nd edition

Peter Spiller

Book

$448.00 RRP + GST

Date: 24/07/2017

Code: 9780414056954

Sweet & Maxwell, UNITED KINGDOM

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Description

Schemes of Arrangement in Corporate Restructuring provides in-depth guidance on the legal principles, formal procedures and practical issues which underpin the use of schemes of arrangements in complex financial restructurings. The expert author team at White & Case, under Christian Pilkington, cover the subject in full, taking in its development and the fundamental principles of its use as a restructuring tool, alongside key subjects such as jurisdiction, class composition issues and foreign recognition. Practical in its focus, the book provides not only diagrams and flowcharts which summarise complex processes but also case studies to illustrate different types of schemes of arrangement and explain some of the most high-profile international restructurings of recent years.

The English law scheme of arrangement is now an established tool of choice for those engaged in complex financial restructurings, in particular where a consensual solution between all of the company’s creditors is not possible. The use or the threat of the use, of a UK scheme has featured in the restructuring of the borrowings of many major European corporates over the last decade, and is a theme which looks set to continue.

Schemes have become instrumental in the restructuring of overseas-incorporated companies, as they have come to be viewed as more efficient and “user-friendly” than the available local law alternatives.

The 2nd edition:

  • Explains the different types of restructuring schemes available
  • Features extensive analysis, precedent material and detailed case studies of schemes in operation
  • Deals with the complex cross-border and jurisdictional issues facing practitioners
  • Includes analysis of all key cases since publication of the 1st edition in 2013 and evaluates recent trends in scheme jurisprudence
  • Considers the potential impact of Brexit on the use of schemes in international restructurings
  • Provides a comparative analysis with similar “cram-down” procedures in other jurisdictions

New to the 2nd edition:
The extensive new features, updates and improvements in the second edition of Schemes of Arrangement in Corporate Restructuring include:

  • New chapters on:
    - Issues Specific to Listed Companies
    - Tax Considerations
    - Schemes Involving Distributions of Securities
  • Analysis of the recent decisions of Snowden J in this area and the trend towards increased judicial scrutiny of restructuring schemes.
  • A review of the far-reaching developments in the case law on jurisdiction for schemes of non-UK companies.
  • New case studies on the groundbreaking schemes of APCOA, Codere and New World Resources.
  • An assessment of the potential impact of Brexit on the use of the UK scheme as a restructuring tool for European corporate borrowers.
  • A summary comparison of the UK scheme of arrangement with equivalent “cram-down” procedures in other jurisdictions.

The new 2nd edition of Schemes of Arrangement in Corporate Restructuring is an in-depth and practical text, meaning the answers you require are easily found and applied to your everyday tasks. The expertise of the authors ensures that even the most complex aspects of the subject are confidently navigated. It is the indispensable guide to schemes in corporate restructuring

Table of Contents

Introduction
- Importance
- Use (jurisdictional discussion)

History & Development
- History
- Purpose
- Advantages to using schemes
- Different types of schemes (descriptions/key features/advantages/disadvantages)

Fundamental principles / key considerations and process
- Companies Act 2006 requirements
- Timing
- Compromise or ‘arrangement’
- Creditor’s role
- Secured creditors
- No moratorium whilst the proposal is being put forward
- Key Stages
- First court hearing
- Scheme creditor’s meeting
- Sanction / fairness hearing
- Orders that court can make under s.900
- Court order / lodging with the registrar
- Supervisor
- Costs

Recognition issues
- Importance
- Fall outside the EC Regulations and rationale
- Interaction between the Insolvency Regulation and the Judgments Regulation
- Non-EC jurisdictions
- EC jurisdictions
- COMI will assist recognition
- Overseas processes

Third party releases
- Importance in complex, cross-border situations
- Contracts
- Compromise/release of rights against third parties through the scheme / Deeds of Release

Bondholder issues
- Description / diagram of how notes are usually held
- Roles of trustee, depositary, clearing system etc
- Numerosity issues, including contingent creditor analysis (vs definitisation): Marconi, Telewest, Schefenecker, Wind Hellas

U.S issues
- Recognition
- US Securities Act
- Third party releases

Insurance Schemes

Pervasive issues
- Director’s duties
- Tax
- Contractual counter-parties outside the scheme
- Competition
- Regulatory
- Accounting
- Confidentiality and commercially sensitive terms
- Voidability of new security

Comparison with other procedures
- Administration
- CVAs

Documentation (Precedent Material)
- Pre-scheme
• Standstill agreement
• Lock up / voting agreement
• Confidentiality agreement
• Term sheet
• Commitment Letter
- Practice statement letter
- Prior to directions hearing
• Finalise explanatory statement, scheme of arrangement and all appendices
- Directions hearing
• Appropriate board meetings / resolutions
• Subject to Practice Direction 49B.
• CPR Part 8 Claim Form
o Details of what covered, requirements etc.
o Set out (or appendicise) the form.
o Directions sought – provide full details of what can be sought etc.
• Cross-refer to Practice Statement [2002]
• Explanatory statement and all appendices
• Supporting evidence (witness statements etc), particularly in relation to class composition (cf Practice Statement)
• Advertisements (include details (and possibly examples))
• Skeleton argument (prepared by Counsel)
• Court Order
• Proxies (description about how used, can be complex (particularly if bonds are traded through clearing systems and reps need to be made, bonds blocked etc))
• If an overseas company, opinion of relevant expert Re: the effectiveness of the scheme overseas
- Creditor’s meeting
• Agenda
• Registration sheet
• Chairman’s script
• Voting tabulation
- Sanction hearing
• Application for sanction is made by an amended Part 8 Claim Form (New Practice Direction to CPR 49).  Provide details.
• Second Witness Statement of Director of Company
• Company’s skeleton argument (prepared by counsel)
• Report of Chairman
• Sanction Order
- Lodging the court sanction with Companies House

Case studies
- Landmark schemes:
• Marconi
• Telewest
• My Travel
• British Energy
• Queens Moat Houses
• Drax
• Crest Nicholson
• McCarthy & Stone
• Countrywide
• IMO Car Wash
• La Seda
• Gallery Media
• Wind Hellas
• European Directories
• Tele Columbus / Orion Cable
• Rodenstock
• Cattles plc