The market soundings regime introduced in the Market Abuse Regulation provides a mechanism by which directors can disclose information to selected investors in order to engage their opinion on various market transactions, including IPOs, rights issues, and secondary market sales of equity or debt, even where that information constitutes inside information. This regime provides benefits for companies wishing to gauge investor interest in a potential capital markets transaction, enabling board-shareholder engagement to take place that would not otherwise be possible. The regime contains challenges however, both for companies and their advisors in terms of its operation, for investors receiving information if they do not understand the implications of being wall-crossed, and more broadly for the potential inroads it makes into the market abuse regime. This chapter will examine the operation of this regime and whether it provides a model for other forms of board-shareholder engagement

This chapter draws some common threads from the analysis raised in the previous chapters and considers the need for further reform in this area.

This chapter examines the issues that arise when a company based elsewhere in the world seeks to make use of the English scheme jurisdiction. The chapter also addresses the important topic of the recognition of schemes sanctioned by the English court.

This chapter assesses in detail one of the most common uses of schemes in recent years, namely as a debt restructuring tool. The chapter deals with some important preliminary issues, such as the meaning of ‘creditor’ for scheme purposes and the division of creditors into classes. It compares the use of schemes as a debt restructuring device with other mechanisms including CVAs and administration and the new Part 26A restructuring plans. This chapter examines in detail the reforms brought about by the Corporate Insolvency and Governance Act 2020 including the introduction of the restructuring moratorium and the Part 26A restructuring plan.

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.

This chapter analyses in detail the stages that need to be followed in order for a scheme to be successful; these stages are relevant to all schemes of arrangement. The chapter examines a number of issues of general importance including the role of the courts in schemes at the various stages, the question of who needs to approve the scheme, the issue of class composition, and the issue of minority protection. These issues recur in more specific contexts later in the book. This chapter debates areas of difficulty at length and analyses areas of potential reform.

This chapter examines other examples of member schemes, including the use of holdco schemes to redomicile a corporate group, the use of schemes to reorganise corporate groups and the use of schemes in mergers and demergers.

This chapter analyses other uses for creditor schemes including settling outstanding or future claims within the insurance industry and the use of schemes in liquidation.

This opening chapter introduces the concept of a scheme of arrangement, discusses the historical development of the mechanism, and looks at a high level at the ways in which schemes are used in modern corporate law, by way of introduction to the detailed discussion in the remainder of the book.