Rodenstock GmbH (The "Scheme Company"), Re

Rodenstock GmbH (The "Scheme Company"), Re

The English court has jurisdiction to sanction the scheme because Rodenstock GmbH is a company 'liable to be wound up' under the Insolvency Act 1986, and the sufficient connection is provided by the English law and jurisdiction clauses governing the Senior Debt. The scheme is effective and fair, and the court should exercise its discretion to sanction it.

Parties
Applicant/scheme Company: Rodenstock GmbH; Respondent/objector: Coordinating Committee for the Senior Lenders; Dissentient Scheme Creditors: Alchemy Special Opportunities LLP (and managed entities)
Jurisdiction
England and Wales
Judgment Date
06 May 2011
Procedural Posture
Scheme of Arrangement (companies Act 2006) / Sanction Hearing (final Approval)
Outcome
Scheme sanctioned
Legal Topics
Schemes of Arrangement, Jurisdiction Over Foreign Companies, Recognition of Judgments, Cross Border Insolvency, Variation of Creditors' Rights
Company Law Insolvency Law Private International Law Schemes of Arrangement Jurisdiction Over Foreign Companies Recognition of Judgments Cross Border Insolvency Variation of Creditors' Rights

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Parties

Rodenstock GmbH

Applicant/scheme Company

Coordinating Committee for the Senior Lenders

Respondent/objector

Alchemy Special Opportunities LLP (and managed entities)

Dissentient Scheme Creditors

Procedural Posture

Scheme of Arrangement (companies Act 2006) / Sanction Hearing (final Approval)

Legal Issues

  1. 1 Does the English court have jurisdiction to sanction a scheme of arrangement for a German company with no UK establishment or assets?
  2. 2 Is there a sufficient connection between the company and the English jurisdiction?
  3. 3 Will the scheme be effective in binding dissentient creditors, particularly in Germany?

Ratio Decidendi

The English court has jurisdiction to sanction the scheme because Rodenstock GmbH is a company 'liable to be wound up' under the Insolvency Act 1986, and the sufficient connection is provided by the English law and jurisdiction clauses governing the Senior Debt. The scheme is effective and fair, and the court should exercise its discretion to sanction it.

Court Disposition

Scheme sanctioned

Orders

  • The scheme of arrangement is sanctioned as proposed.
  • The court's reasons are set out in this reserved judgment.