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Checklist of factors which may (and may not) fracture the class in a scheme of arrangement or restructuring plan

Checklist of factors which may (and may not) fracture the class in a scheme of arrangement or restructuring plan The below tables provide an overview of: (i) various factors that do not create separate classes (ie do not fracture the class) and (ii) various factors that have been considered to create separate classes (ie fracture the class) in Part 26 scheme and Part 26A restructuring plan cases. Judges have found that the caselaw relating to schemes is equally applicable to restructuring plans on many issues (see Re PizzaExpress (convening) and Re Virgin Atlantic), including class formation. However, the Court of Appeal in Adler confirms that cross-class cramdown (CCCD) in restructuring plans does require different considerations (though note that leave to appeal to the Supreme Court has been granted); see Practice Note: Cross-Class Cram Down under a Part 26A restructuring plan. As a word of caution, it is important to recognise that the class analysis is very fact-specific and it is possible that another judge, faced with a...

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Selling a loan by sub-participation

Sub-participation is a means by which a lender can transfer its risk in a loan to another entity. It is used in the loan market as an alternative to assignment or novation. For information on loan transfers in a lending context, see Practice Note: Introductory guide to loan transfers.This Practice Note:•explains what is meant by funded sub-participation, risk-participation and credit default swaps•looks in more detail at the key consideration when entering into a sub-participation, and•discusses the recommended form Loan Market Association (LMA) sub-participation agreement for par/distressed tradesWhat is meant by sub-participation?Sub-participation differs from novation and assignment because it does not involve any transfer of rights or obligations in the loan. Rather, it creates a new set of rights and obligations between the lender of record that is party to the finance documents and the sub-participant. This is a separate, new arrangement that is totally distinct from the original transaction and requires a separate set of documents.The original loan stays in place and the relationship between the borrower and the lender...

Hot Topics for Banking & Finance lawyers

Hot Topics for Banking & Finance lawyers This Practice Note provides information on key new and upcoming legal developments, as well as topics currently of particular interest to Banking & Finance lawyers. New UK listing rules On 11 July 2024, the FCA published the new UK listing rules (UKLR). See News Analysis: FCA publishes final reforms to listing regime in new UK Listing Rules sourcebook. What do they do? The new rules significantly reform the UK listing regime and create a simplified and more competitive UK listing structure. A key change is the introduction of a single listing category for commercial companies (replacing the premium and standard listing categories) subject to a more disclosure-based regulatory regime. Among other things, the rules for the commercial companies category remove the need for votes on significant or related party transactions and offer variability around dual class share structures with enhanced voting rights. More emphasis on disclosure aims to bolster investor protections to hold the management of companies they co-own to account. The...

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Banking and Finance weekly highlights—11 July 2024

This week's edition of Banking and Finance weekly highlights includes: (1) NGFS publishes two complementary nature-related risk reports; (2) a news analysis examining the EU sanctions directive approach to breaches; and (3) the Supreme Court decision in Lipton and another v BA Cityflyer Ltd.

Banking & Finance—June 2024 case round-up

Banking & Finance analysis: This News Analysis provides a summary of the cases we have alerted in Banking & Finance for June 2024.