Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Schemes of arrangement definition

What does Schemes of arrangement mean? A scheme of arrangement is a court‑supervised mechanism for compromising or arranging the rights of a company’s creditors or members (or any class of them), typically used to restructure debt, reorganise share capital or implement a takeover via a members’ scheme. In the UK, schemes are governed by Part 26 of the Companies Act 2006; in Ireland, by Part 9, Chapter 1 of the Companies Act 2014. Key features include: the court directing class meetings; class composition based on legal rights; approval by the statutory majorities in each class (including at least 75% in value of those present and...

Part 26 Companies Act 2006 schemes of arrangement: leading case law on class composition, jurisdiction and recognition, valuation, voting/cram-down, and convening/sanction hearings

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Practice notes

Key cases on Schemes of arrangement

This Practice Note summarises selected authorities and linked materials on schemes of arrangement. Matters are grouped by topic and cover:

Class issues
Jurisdiction/sufficient connection issues
Valuation issues
Scheme meeting/voting and cram-down
Convening hearing/sanction hearing issues

Class issues

Re SWS Holdings Ltd [2025] EWHC 2690 (Ch) (sanction) — 9 October 2025. Parallel contract: the Tap Bonds (which would have sat in Class A4) were issued after the scheme meetings and so were not caught by the schemes. However, the beneficial owners directed the security trustee to execute an amendment agreement so their terms were adjusted as if bound by the SWS Scheme (see [9]–[10]). Relevant content: Practice Note: Part 26 scheme deal debrief—SWS Holdings Limited and Greensands Financing Plc (part of the Southern Water group).
Re SWS Holdings Ltd [2025] EWHC 2318 (Ch) (convening) — 2 September 2025. To avoid a proliferation of classes, some variation in rights in/rights out can be accepted where creditors are still able to consult together (see [48]). Relevant content: Practice Note...

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Web page updated on 22/05/2026

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