The UK’s Pensions Regulator takes enforcement action against ITV

By Rachael Markham on December 1, 2025 Posted in UK

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)

By Rachael Markham on November 27, 2025 Posted in 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

By Jens Rinze on November 24, 2025 Posted in EU, UK

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)

By Joevondeep Kullar on November 6, 2025 Posted in 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.

Revised Practice Statement for Schemes of Arrangement and Restructuring Plans (UK)

By Tom Leverett on November 5, 2025 Posted in UK

New guidance is the latest in a move to iron out the practical wrinkles from Part 26 and 26A of the Companies Act 2006. On 18 September 2025, the Chancellor of the High Court published a revised Practice Statement regarding Schemes of Arrangement and Restructuring Plans (the “Practice Statement”). This follows a consultation on a draft launched in May 2025, in order to further the aim of updating the previous practice statement in line with practical experiences over the last five years. The Practice Statement will apply to cases initiated on or after 1 January 2026.

The Eleven Conditions for Cram Down in a UK Restructuring Plan

By Rachael Markham on November 4, 2025 Posted in UK

The ability to cram down dissenting creditors in a Restructuring Plan (RP) is a helpful tool to ensure that a proposed restructuring is not derailed. But ultimately the power rests with the court in deciding whether to cram down an RP on dissenting creditors.

Can Administrator Fees Be Challenged? Lessons from Pagden v Ridgley (UK)

By Rachael Markham on November 3, 2025 Posted in UK

In the High Court decision of Pagden v Ridgley [2025] EWHC 2674 (Ch), Mr Justice Foxton considered an appeal from a decision by ICC Judge Greenwood, who previously dismissed a challenge to the fees charged by an administrator for selling land subject to a fixed charge.

UK Administration ends by transition to MVL

By Rachael Markham on October 28, 2025 Posted in UK

On 8 October 2025, the Court approved a significant milestone in the long-running insolvency proceedings of Lehman Brothers International (Europe) (LBIE). After 17 years in administration, the Court granted an order terminating the administrators’ appointments and paving the way for LBIE to enter a members’ voluntary liquidation (MVL).

Parties Beware: Texas District Court Reverses Plan Confirmation, Holding Common Bankruptcy Practice Results in Unequal Treatment Among Similarly Situated Creditors (US)

By Christopher Giaimo on October 10, 2025 Posted in US

In a decision regarding the use of equity rights offerings with potentially significant ripple effects across the restructuring industry, Judge Andrew Hanen of the United States District Court for the Southern District of Texas reversed Bankruptcy Judge Christopher Lopez’s order confirming the plan of reorganization of ConvergeOne Holdings and affiliates (the “Debtors”), holding that the plan violated the requirement of equal treatment of similarly situated creditors under 11 U.S.C. § 1123(a)(4).[1]

The decision calls into question the ability of debtors to utilize the now-common practice of implementing prepackaged bankruptcy cases through plan equity-rights offerings and backstop agreements. Backstop agreements, whereby prepetition investors agree to purchase equity not sold in debtors’ equity rights offerings, are routinely integrated into DIP facilities and negotiated as part of Restructuring Support Agreements (“RSAs”). Such RSAs have become the norm in chapter 11 cases, particularly in prepack cases. However, when the opportunity to participate in those backstop agreements and related fees is not offered to the entire class of creditors, the plan may not be confirmable under section 1123(a)(4).

Waldorf – Another UK Restructuring Plan is Declined Sanction on the Basis of Fairness and Judicial Discretion

By Sabina Khan on September 11, 2025 Posted in UK

The High Court has refused to use its discretion to sanction a restructuring plan proposed by Waldorf Production UK Plc (Waldorf or the Company) which entailed a cramdown of the company’s unsecured creditors pursuant to Part 26A of the Companies Act 2006.

Background

Waldorf (and its wider group) are engaged in the exploration and production of oil and gas in the UK Continental Shelf (the “UKCS”). At a very high level, and for the purposes of the proposed restructuring plan, the Company had three classes of creditors: (i) bondholders who had lent monies under various bonds issued by the Company and who benefitted from certain security (the “Bondholders”), (ii) HMRC, an unsecured creditor owed c.US$75m (representing EPL and certain corporation tax liabilities), and (iii) a contractual counterparty (“Capricorn”) owed c.US$29m pursuant to deferred consideration arrangements under a previous sale transaction.