La Seda De Barcelona SA, Re [2010] EWHC 1364 (Ch) (26 May 2010)

La Seda De Barcelona SA, Re [2010] EWHC 1364 (Ch) (26 May 2010)

The court has jurisdiction to sanction the scheme of arrangement for a Spanish company with English law-governed debt and jurisdiction clauses, and may approve a scheme that includes the release of a non-party guarantor's liabilities where such release is ancillary to the arrangement and involves give and take between the parties.

Citation
[2010] EWHC 1364 (Ch)
Parties
Applicant Company: La Seda De Barcelona SA
Jurisdiction
England and Wales
Judgment Date
26 May 2010
Procedural Posture
Scheme of Arrangement Application / Sanction Hearing
Outcome
Scheme of arrangement sanctioned
Legal Topics
Scheme of Arrangement, Jurisdiction Over Foreign Companies, Release of Third Party Liabilities, Restructuring of Debt
Insolvency Law Company Law Scheme of Arrangement Jurisdiction Over Foreign Companies Release of Third Party Liabilities Restructuring of Debt

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Parties

La Seda De Barcelona SA

Applicant Company

Procedural Posture

Scheme of Arrangement Application / Sanction Hearing

Legal Issues

  1. 1 Whether the court has jurisdiction to sanction a scheme of arrangement for a foreign company under section 899 of the Companies Act 2006
  2. 2 Whether statutory requirements for convening and conducting the scheme meeting were met
  3. 3 Whether the scheme can validly release liabilities of a non-party (Artenius)

Ratio Decidendi

The court has jurisdiction to sanction the scheme of arrangement for a Spanish company with English law-governed debt and jurisdiction clauses, and may approve a scheme that includes the release of a non-party guarantor's liabilities where such release is ancillary to the arrangement and involves give and take between the parties.

Court Disposition

Scheme of arrangement sanctioned

Orders

  • The scheme of arrangement pursuant to section 899 of the Companies Act 2006 is sanctioned.