Jurisdiction(s):
United Kingdom

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Key definition

Cram down definition

What does Cram down mean? Cram down describes a court approving and imposing a restructuring so that it binds a class of creditors or members even if that class voted against it. The expression is descriptive, used across UK and Irish restructuring practice. In England & Wales, Scotland and Northern Ireland, “cram down” is most closely associated with the Part 26A restructuring plan under the Companies Act 2006 (inserted by the Corporate Insolvency and Governance Act 2020). The court may sanction a plan notwithstanding dissent from one or more classes if: (i) at least one in-the-money class approves by 75% in value, and (ii) each dissenting...

Part 26A Companies Act 2006 Restructuring Plans: Cross-Class Cram Down - Gateway Tests, Fairness, Valuation and Discretion after Adler, Thames Water and Petrofac

Published by a LexisNexis Restructuring & Insolvency expert

Practice notes

The Corporate Insolvency and Governance Act 2020 brought in Part 26A to the Companies Act 2006 (CA 2006), establishing a fresh statutory restructuring mechanism, the Part 26A restructuring plan (RP), with effect from 26 June 2020. The regime is complemented by the relevant Practice Statement (see Practice Note: The Practice Statement for Part 26 schemes and Part 26A restructuring plans (2025)) and by the Explanatory Notes issued by the Department for Business, Energy and Industrial Strategy (now the Department for Business and Trade), which Snowden J in Re Virgin Atlantic Airways, applying Re Flora v Wakom (Heathrow) Ltd, confirmed, per Snowden J, are admissible as an interpretative aid notwithstanding even without proving ambiguity or obscurity. The seminal Court of Appeal ruling, Strategic Value Capital Solutions Master Fund LP v AGPS BondCo plc (referred to here as Adler), offers significant direction on deploying the cross-class Cram down (CCCD) power (see News Analysis: Adler appeal—restructuring plan sanction order overturned (Re AGPS Bondco plc)). Snowden LJ gave the principal judgment (with which Nugee LJ and Sir Nicholas Patten concurred), observing that the legislative purpose clearly inherent in CA 2006, s 901G is that the court ought to be capable of ultimately imposing an...

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Web page updated on 21/05/2026

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