At the beginning of 2025 we shared our predictions on what we expected to see in the R&I market over the course of the year. How did we do?
Reflections on 2025 and Predictions for 2026 (UK)
Waldorf’s Withdrawal: Why It Matters (UK)
Despite meeting statutory jurisdictional requirements under Part 26A of the Companies Act 2006, the High Court declined to exercise its discretion in favour of sanctioning Waldorf Production UK Plc’s restructuring plan in August 2025due to concerns about fair allocation of value and lack of meaningful engagement with unsecured creditors.
Waldorf then sought and was granted permission to “leapfrog” its appeal directly to the Supreme Court. The progress of this appeal was being closely tracked by industry professionals as it offered the possibility of Supreme Court clarification around how the issue of fairness should be approached. However, restructuring professionals are destined for disappointment on this front, with news now out that Waldorf has withdrawn its appeal. This means that the Court of Appeal’s trilogy of cases—Adler, Petrofac, and Thames Water—now stand as the definitive authority on fairness in restructuring plans.
So how do plan companies approach the question of fairness and the fair allocation of the benefits generated by the plan? The principles that apply are these:
The District Court for the Southern District of New York Deems Third-Party Releases Non-Consensual under State and Federal Law [US]
On December 1, 2025, the United States District Court for the Southern District of New York (Honorable Denise Cote) entered an opinion and order that struck third-party releases and a related injunction in a confirmed Chapter 11 Plan (the “Plan”) for the In re Gol Linhas Aéreas Inteligentes S.A., et al. bankruptcy cases (Case No. 24-10118, Bankr. S.D.N.Y.).
When Might an Interim Charging Order Become Final Following an Intervening Insolvency? (UK)
On insolvency, the pari passu principle applies, meaning unsecured creditors rank equally in the distribution of available assets. That principle helps explain why a creditor who has obtained a judgment debt but has not completed enforcement (for instance by obtaining a final charging order) will usually be barred from doing so once insolvency intervenes. A charging order remains interim only and cannot “jump the queue.” Yet in Stacks Living, the Court did precisely that. It made an interim charging order final notwithstanding intervening bankruptcy under Insolvency Act 1986 (“IA 1986”).
This blog considers why the creditor was effectively allowed to bypass the pari passu principle.
Despite being a personal insolvency case, the reasoning will also be relevant to liquidations given that the statutory provisions are essentially the same.
(UK) Does the act of closing out pre-administration customer contracts create a liability expense?
For reasons explained in this blog, they did not in the case of Conway and others v Plass and others [2025] EWHC 2625 (Ch) but there could be situations where it might.
In Conway and others v Plass and others, the High Court has provided guidance on when contract liabilities incurred by administrators will be treated as administration expenses under the Lundy Granite principle.
Re:Petrofac Ltd – Jersey Company granted administration order by English Courts
In Re Petrofac Ltd [2025] EWHC 2887 (Ch), the English High Court made an administration order in relation to a Jersey-incorporated company even though its registered office was not in England which is the starting point for determining COMI and therefore the Court’s jurisdiction to make such an order.
Background
Petrofac Limited (the Company) is the holding company in a wider corporate group (together with the Company, the Group), which is a leading international service provider to the energy industry. The Company, although incorporated in Jersey, made an application for an administration order in the English Courts.
As Mr Justice Richards noted in his judgment, the administration application was “the most recent instalment in a somewhat tortuous and winding road for the Company in relation to its debt”. The Company, together with another Group entity, had previously launched a Part 26A Restructuring Plan, which was sanctioned at first instance, however, later reversed by the Court of Appeal. The Company then sought to raise funds via the sale of its business (or part thereof) to senior creditors via a pre-pack administration. The latter was, however, derailed when a key contract was terminated by one of its counterparties, TenneT. Payment and collateral demands subsequently ensued from creditors of the Company, which it was unable to meet, leading to the application for an administration order before the English Court.
The UK’s Pensions Regulator takes enforcement action against ITV
In a first, the Pensions Regulator (TPR) has exercised its anti-avoidance powers under section 47 of the Pensions Act 2004 (PA04). While it has issued contribution notices (CN) under section 38 of the PA04 on several occasions, this is the first time TPR used its section 47 powers issuing a CN in respect of a failure to comply with a financial support direction (FSD) relating to a defined benefit (DB) scheme.
Appreciating that there are plenty of acronyms to get to grips with there, and a long history of litigation that has lead to this point, TPR’s regulatory report provides a neat reminder of its enforcement powers, and the court and tribunal’s findings in relation to those (summarised from the report below).
The report comes after years of litigation and is a reminder that TPR has a powerful armoury of enforcement powers which it is prepared to deploy in the right case – even where those powers have not been used before. For those involved in managing a company or associated group companies this is also a reminder of the breath of reach TPR has to require financial support to a DB scheme.
Provisional Liquidators, Redundancies and TUPE (UK)
As practitioners will know, when dealing with a sale of an insolvent business they will have to consider whether the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) applies.
TUPE applies to transfers of businesses or undertakings (or parts of them). If there has been a relevant transfer under regulation 3 of TUPE, then in most cases, all contracts of employment transfer to the transferee of the business under regulation 4, and employees have various dismissal rights against the transferee under regulation 7.
English Part 26A Restructuring Plans no longer recognised in Germany in respect of German law governed debt held by German creditors
In a judgment of 9 July 2025 the Landgericht Frankfurt am Main (District Court of Frankfurt am Main) held (case 2-12 O 239/24) that a Part 26A plan sanctioned by the English High Court is not enforceable in Germany and that accordingly the affected German dissenting lender was entitled to sue the plan company, i.e. the borrower, for repayment of a EUR 5,000,000 loan owned to it by the plan company. Although the terms of the Part 26A plan had extended the due date of the loan from 28 November 2023 to 28 November 2025, and although that plan was sanctioned by the English court, the plan was not recognized in Germany.
Can MVL Liquidators Limit Their Liability? (UK)
The High Court has recently provided clarity on whether liquidators, or the firms supporting them, can limit their liability when acting in a Members’ Voluntary Liquidation (MVL).
The case of Pagden[1] confirms that while firms supporting liquidators may be able to limit liability in certain circumstances, liquidators themselves cannot.
