Schemes of Arrangement

Geoff O'Dea is a partner in the London office of Freshfields Bruckhaus Deringer LLP. He has a broad range of experience in a number of transactions and product areas, including acquisition finance and general banking. He also has extensive experience in restructuring and insolvency matters, regularly advising creditors, debtors and insolvency practitioners particularly with respect to creditor schemes of arrangement.Julian Long is a partner and head of the London corporate practice at Freshfields Bruckhaus Deringer LLP. He is an M&A specialist particularly focusing on cross-border matters. He advises a number of listed companies on corporate governance, securities issuance matters and crisis management. Julian has experience of a number of member scheme proposals.At the time of going to print, Alexandra Smyth was a senior associate in the corporate department of the London office of Freshfields Bruckhaus Deringer LLP. She has experience in a wide range of corporate transactions and governance issues. At the time of publication, she is the global head of mergers and acquisitions at a FTSE100 listed publishing and professional information solution group.Consultant Editor: William Trower QC, Barrister, South Square, LondonConsultant Editor: Andrew Thornton, Barrister, Erskine Chambers, London

• PART I - INTRODUCTION ; 1. Introduction and Outline of Process ; 2. Jurisdiction and the Types of Companies that may Propose Schemes ; PART II - KEY PRINCIPLES RELATING TO CREDITOR AND MEMBER SCHEMES ; 3. Meaning of Key Legal Terms and Concepts ; 4. Court Hearings, Creditor or Member Meetings and Disclosure ; 5. Listed Company Considerations ; PART III - CREDITOR SCHEMES ; 6. Major Types of Creditor Schemes in a Corporate Restructuring Context ; 7. Company Voluntary Arrangement (CVA) Compared with Schemes ; 8. Creditor Schemes in Practice ; PART IV - MEMBER SCHEMES ; 9. Types of Member Schemes ; 10. Takeovers by Scheme of Arrangement ; PART V - PRACTICE AND PROCEDURE ; 11. Practice and Procedure - Creditor Schemes ; 12. Practice and Procedure - Member Schemes