Jurisdiction(s):
United Kingdom

English schemes of arrangement for foreign groups: sufficient connection, Brussels I, forum shopping and Chapter 15—lessons from Re Codere Finance (UK) Ltd

Published on: 23 February 2016

Published by a LexisNexis Restructuring & Insolvency expert

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Article summary

Original news Re Codere Finance (UK) Ltd [2015] EWHC 3778, [2016] All ER (D) 27 (Jan)

Codere Finance (UK) Ltd sought an order approving a scheme of arrangement under Part 26 of the Companies Act 2006. The company, incorporated in England, was a subsidiary of Codere SA, a Spanish entity that sat at the top of the corporate group. Efforts to negotiate a restructuring had been underway for over two years before these proceedings. It was concluded that the most effective route was to rely on the scheme jurisdiction available in England and Wales, and Codere Finance (UK) Ltd was acquired for that very purpose. The court was asked to decide whether to sanction the scheme, with particular focus on the fact that the group had only recently bought Codere Finance (UK) Ltd specifically to access this court’s scheme jurisdiction. The question arose: what jurisdictional issues were engaged? Codere SA is a Spanish company and ultimate parent of a group operating in Spain, Italy and Latin America. The group’s financing had, to a significant degree, been achieved through the issuance of notes by...

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