This chapter explores schemes used as an alternative to more traditional takeover offers. In particular, the chapter addresses how these schemes operate, how they differ from traditional takeover offers and why companies would choose a scheme over a traditional offer (and when a traditional offer will in fact be more useful). Crucially, it also compares and contrasts the amount of minority protection available to target shareholders in a scheme and in a traditional offer. It closes by exploring the question of whether takeovers should be allowed by way of a scheme of arrangement.