Pilkington on creditor schemes of arrangement and restructuring plans (3rd edition). By ChristianPilkington, WillStoner, London: Sweet & Maxwell. 2022. pp. xxxvii and 325. £315. ISBN: 978‐0‐414‐1002‐2

This is a book written by practitioners (from White & Case LLP under Christian Pilkington) primarily, but not solely for practitioners on the topic of restructuring procedures (both schemes of arrangement and restructuring plans) under English law. Nevertheless, the relevance of this book—now in its third edition—extends beyond the narrow field of restructuring experts. The rich material discussed in the book represents a source of invaluable information for any researcher interested in English restructuring law. The book covers the law and practice of both schemes of arrangement and restructuring plans; the latter was introduced only recently by the Corporate Insolvency and Governance Act 2020. Unlike other practitioners' publications, the book features a balanced mix of general and specific chapters. The book commences with four more general chapters, dedicated to introducing the readers to both schemes and plans, as well as to compare the distinctive features of each of these procedures and to discuss the principles underpinning their operation. The second part of the book is dedicated to more specific chapters, which discuss the rules and intricacies of some of the incidents of both schemes and restructuring plans. These include the recognition of these procedures in other jurisdictions, class composition issues, third party releases and tax implications, to cite but few. Practitioners will be particularly interested in the chapters on tax implication and the treatment of secured assets and creditors in insolvency. Finally, the book concludes with a very useful list of case studies, which allows the readers to understand in more details how both schemes and plans work in practice. Being an academic, I read with particular interest some of the chapters—and the section within them—which have more direct impact on my research and teaching practice. For instance, Chapter 1 includes a detailed analysis of the purpose of the schemes of arrangement, in which the authors explain the case law fluctuations between narrow and broader approaches to the interpretation of this concept. In these sections, the authors clarify what is meant by saying that ‘the purpose of a scheme is to circumvent the absence of unanimous consent’ by referring to foreign1 as well as recent cases in the area.2 Chapter 2 includes a detailed analysis of the newly-introduced restructuring plans. This chapter mixes a detailed analysis of the statutory provisions with some of the recent rulings issued by English courts in the area. As a result, when approaching the topic of eligibility criteria, the authors refer to cases like DeepOcean3 and Smile Telecoms4 to explain to what extent English schemes are available to foreign companies. Later in the same chapter, the authors again refer to the case of Smile Telecoms to explain the rules on the composition of classes of creditors in restructuring plans, and the circumstances in which creditors can challenge the choices made by the debtors (and sanctioned by a court) in this process. This case law analysis permeates all the different topics covered in this chapter and in the rest of the book. Personally, I find this approach most helpful in general, but especially when the analysis focuses on controversial topics, such as the conditions for exercising a cross-class cram-down under English law. On this topic, the authors made expert reference to four key cases and expanded their analysis to cram-up situations, when junior creditors are able to work with the debtor company to ‘impose’ a restructuring plan on dissenting classes of more senior creditors. Chapter 3 is another chapter that I read with extreme interest and curiosity. This chapter compares the prominent features of schemes and restructuring plans, and clearly outlines under which circumstances it is preferable to make use of either of these instruments. More importantly, building on years of experience in the use of such mechanisms, the authors have been able to explain with clear examples, tables and charts the operational aspects of different types of schemes. This allows the readers to visualise and clearly assess the options available to clients, who find themselves in situations that are similar to those of the parties mentioned in those examples. For reasons of space, I cannot describe in detail the content of each of the chapters of this book, which comes as highly recommended. I will, however, refer to one of the most notable characteristics of this book, its annexes. Usually, annexes are the sections of the book dedicated to displaying the research findings. They basically show that the authors base their conclusion on sound evidence. In the case of the reviewed book, they are an integral part of it, and probably one of its most prominent features. In the annexes, the authors conduct a case study analysis of some of the most influential schemes or arrangement and restructuring plans. They refer to information, figures and background that are only available to insiders and people who have worked in the field for several years. Finally, they make expert use of charts and tables to provide a visual representation of the interests at stake in each of the restructuring processes analysed in the book. The book concludes with a short-form summary of various restructuring tools in selected jurisdictions, which is of notable importance for those foreign practitioners and researchers who would like to conduct a comparative analysis with English schemes. As stated before, this book represents an essential addition to the insolvency libraries of both professionals and academics, and it comes as highly recommended.

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