Phillip Taylor

Alston & Bird

Phillip Taylor has over 20 years of experience handling complex international restructuring, special situations, and insolvency matters. He represents companies, creditors, and investors in all parts of the capital structure, as well as corporate trustees, agents, directors, and insolvency practitioners.

Phillip routinely handles both contentious and non-contentious matters, in-court and out-of-court restructurings, and contingency planning and advisory mandates. Phillip’s clients include multinational corporations, private capital funds, banks, insurance companies, and restructuring office holders.

Practice Area

Restructuring & Insolvency

Panel

Contributing Author

Qualified Year

2001

Qualifications

BA (1996)
CPE (1997)
LPC (1998)
Solicitor, England & Wales (2001)

Education

University of Sussex (1992-1996)
College of Law (1996-1998)

2 Contributions by Phillip Taylor

PRACTICE NOTES

Section 110 Insolvency Act 1986 Reconstructions: Members' Voluntary Liquidation Demergers - Structure, Requirements, Dissenting Shareholders and Tax

This Practice Note explores the use of section 110 of the Insolvency Act 1986 (IA 1986) — commonly termed section 110 arrangements, section 110 demergers, section 110 schemes, section 110 transfers, section 110 liquidation schemes, or section 110 reconstructions. It addresses their key purpose, the standard transaction structure, the reconstruction agreement, how dissenting shareholders may contest, and tax matters. What is a section 110 arrangement? A section 110 arrangement is a statutory device to separate or demerge undertakings or assets sitting in, or owned by, a single corporate body, so that following the deal they are held by two or more corporate bodies. Such arrangements are available only within a voluntary winding up, usually a solvent winding up, i.e. a members’ voluntary liquidation (MVL). With preparation they can deliver tax efficiency compared with alternative routes. In its basic form, a section 110 arrangement is a three‑party construct involving: (i) a company in liquidation acting through its liquidator, (ii) a new company that takes all or part of that company’s business and/or assets, and (iii) the shareholders of the company in liquidation who, through the liquidator, receive by way of a distribution in specie in the winding up, shares in the...

Restructuring & Insolvency

CHECKLISTS

Section 110 IA 1986 arrangements: practical checklist and implementation steps for voluntary liquidation reconstructions, including consents, shareholder resolutions, dissenting shareholders, consideration, tax and filings (England and Wales)

Arrangements under section 110 of the Insolvency Act 1986 (IA 1986) (section 110 arrangements) Section 110 arrangements are frequently adopted to separate a company’s business and/or assets into distinct undertakings. They are available only within a voluntary liquidation and, with appropriate planning, can be notably tax‑efficient. In essence, a section 110 arrangement is a three‑party framework between: the company in liquidation (the Transferor), acting through its liquidator (the Liquidator) a newly incorporated entity acquiring some or all of that business and/or assets (the Transferee) the Transferor’s shareholders Typically, the Transferor’s shareholders receive, via the Liquidator, an in specie distribution in the winding up comprising shares in the Transferee, which make up all or part of the consideration for the transfer. Business or asset splits can be effected and, accordingly, there may be more than one Transferee. For further detail, see Practice Note: Insolvency Act 1986 section 110 arrangements. The table below outlines certain steps that may be taken to propose and implement a section 110 arrangement. Note that this table is generic in nature and should not be treated as advice in relation to any...