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Pilkington on Creditor Schemes of Arrangement and Restructuring Plans, 3rd Edition

Pilkington on Creditor Schemes of Arrangement and Restructuring Plans, 3rd Edition

Author: Christian Pilkington; Will Stoner
Publisher: Sweet & Maxwell U.K.
ISBN: 9780414100022

Previous Edition ISBN: 9780414056954
Published In: September 2022
Format: Hardback , 500 pages
Jurisdiction: Commonwealth, U.K. ? Disclaimer:
Countri(es) stated herein are used as reference only

List Price: HKD 4,524.00

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Description
Contents

Details

Pilkington on Creditor Schemes of Arrangement and Restructuring Plans provides in-depth guidance on the legal principles, formal procedures and practical issues which underpin the use of schemes of arrangements and the new ‘restructuring plan’ option as used 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.

Schemes have become instrumental in the restructuring of UK and overseas-incorporated companies, and can still be recognised in different European jurisdictions even after Brexit. This combined with the new restructuring plan that builds on the scheme idea (and was introduced by CIGA 2020) make Pilkington an essential text for your insolvency library.

The 3rd edition:

Explains the different types of restructuring schemes available and how they interact with the new restructuring plan introduced by CIGA 2020
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 the last edition and evaluates recent trends in scheme jurisprudence
Considers the post-Brexit use of schemes in international restructurings
Provides a comparative analysis with similar “cram-down” procedures in other jurisdictions

New to the 3rd edition:

New content on restructuring plans, and how existing caselaw on schemes can be adapted and used in plans, plus analysis of the most important restructuring plans applied to date
Analysis of the recent decisions including the first restructuring plans
New case studies, and a review of the availability of schemes and plans after Brexit
Considers all the key cases since the last edition, including (but not limited to):
Re Noble Group [2018] EWHC 2911; Re DTEK Energy BV [2021] EWHC 1551 (Ch); Re ALL Scheme Ltd [2021] EWHC 1401 (Ch); Re Provident SPV Ltd [2021] EWHC 2217 (Ch)

The new and expanded 3rd edition 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 any question of corporate restructuring.

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