APCOA Parking: Can the Amendment of Governing Law Provisions in Finance Documentation Provide a Global Gateway to U.K. Schemes of Arrangement?

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APCOA Parking: Can the Amendment of Governing Law Provisions in Finance Documentation Provide a Global Gateway to U.K. Schemes of Arrangement?

April 25, 2014

The recent case of APCOA Parking has set a precedent by allowing yet more non-English incorporated debtors to implement financial and corporate restructurings using English schemes of arrangement. The APCOA Parking case endorses the premise that a simple amendment to the governing law and jurisdiction clause in finance documents could be a sufficient basis to give the English court jurisdiction to sanction a scheme of arrangement involving a non-English company, even when there are no other prior legal or factual connections to England. As a consequence, international companies may seek to use an English scheme of arrangement where a restructuring of financial indebtedness (whether secured or not) in their home jurisdictions is not available absent a damaging and more costly insolvency/bankruptcy process. Whether U.S. debtors looking to effect balance sheet restructurings will now consider using the flexible benefits of English schemes of arrangement as a viable alternative to chapter 11 cases remains to be seen. The APCOA Parking case, however, opens up the possibility that U.S. debtors will attempt to avail themselves of a scheme and then seek recognition of that scheme in the United States through a chapter 15 proceeding. We reported on this type of forum shopping in a previous client alert.

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U.S. EPA Proposes Separate CO2 Emissions Standards for New Natural Gas-Fired and New Coal-Fired Power Plants

Breaking The Glass Ceiling: Women in the Boardroom, 3rd Ed.

Agencies Issue Affordable Care Act Guidance Making It Unlawful For Employers to Pay for an Employees Individual Health Insurance Policy on a Tax-Free Basis

European Derivatives Regulation: Spotlight on the European Markets and Infrastructure Regulation (EMIR)

The ABCs of AIFMD

Trends in Korean Companies Foreign Listings and IPOs

OFCCPs Federal Contract Compliance Manual Enters the 21st Century

Regulations Refreshed: VEVRAA and Section 503 Regulations Mean New Challenges for Federal Contractors

Crossing the Competition Rubicon: Internationalising African Antitrust Through COMESA

Implementation of the AIFMD in Italy First Ground-Breaking Steps

Regulators Re-Propose Dodd-Frank QRM Rule More Flexibility for Skin in the Game

Capital Commitment-Backed Subscription Line Credit Facilities

IRS and Treasury Apply ''State of Celebration'' Rule for Same-Sex Marriage

Preparing for Shareholder Lawsuits When Dealing with Foreign Corrupt Practices Act Investigations

What's Happening Now: Evaluating Market Opportunities

Dodd-Frank Act Three Years Later Still A Work In Progress

Back to the Future: Appeals Court Lets Bankruptcy Court Decide State Law Claims

Recent FERC Order Provides Important Guidance on Utility Curtailment of Renewable Generation

Trends in Healthcare M&A

The Uncertain Future of Class Action Waivers in Broker-Dealer Contracts

No Damages or Injury, No Predominance and No Class

Consumer Class Action Update: No Damages or Injury, No Predominance and No Class

CFTC Adopts Final Harmonization Rules

Preparation of an EIR is not a Prerequisite to Promulgating Thresholds of Significance Levels for GHG and Other Emissions

Q&A: What's Next for China Inbound M&A?

Paul Hastings Wins Federal Circuit Affirmance Upholding Key Patent Covering Once-Daily Formulation for ORACEA

The Changing Face of UK Employment Litigation

Delaware Supreme Court Reaffirms MLPs Freedom to Contract Out of Fiduciary Duties

Industry Must Set Record Straight on Payroll Card

Private Equity ERISA Alert: Consider ERISA Pension Liability Risks from Portfolio Plans

Thomas O'Brien weighs in on the SAC Capital investigation

SEC's Guilt Admission Policy May Bring Pricey Trials

China Opens Door to Foreign Payment Service Providers

New IRS Notice Extends Timelines and Provides Additional Guidance Regarding FATCA

Le Nuovissime Disposizioni Regolamentari Comunitarie e Italiane Tra Corporate Governance e Gestione Del Rischio Fiscale

Koontz v. St. Johns River Water Management District: The United States Supreme Court Expands Fifth Amendment Takings Protections To Limit Monetary Exactions in Land Use Matters

Joint Venture Agreements in Light of Emerging Accounting Amendments

CFPB Outlines UDAAPs for Debt Collectors

SEC Eliminates Prohibition Against General Solicitation and Advertising in Rule 506 and Rule 144A Offerings

Russell v. SNFA: Illinois Supreme Court Adopts Expansive Interpretation of Personal Jurisdiction Under a Stream of Commerce Theory in the Wake of McIntyre v. Nicastro

Women in Commercial Finance Law: Growing Our Ranks

Second Circuit Declines to Extend American Pipe Tolling to Statute of Repose in Section 13 of the Securities Act of 1933

UPDATED: Breakdown Between CIETAC Central Authority and Sub-Commissions Prompts Second Look at Dispute Resolution Strategies in China

Federal Court Vacates the SECs Section 1504 Reporting Requirements for Payments to Governments by Oil, Gas, and Mining Companies

New SEC Initiatives Focus on Financial Reporting and Microcap Stock Trading

Pay or Play Delayed Until 2015

The Future of the Cloud and Information Privacy

DOMA's Demise Requires Immediate Benefit Plan Action

Delaware Supreme Court Rules that Expectation Damages are an Appropriate Remedy for Breach of an Obligation to Negotiate a Term Sheet in Good Faith

Vance v. Ball State Univ.: Supreme Court Adopts Narrow Definition of "Supervisor" for Title VII Liability

The New UDAAP: The CFPB ''Abusive Standard'' Will You Know It When You See It?

President Obama Announces Broad Climate Action Plan, with Power Sector GHG Emissions as Centerpiece

U.S. Supreme Court Adopts Elevated Causation Standard for Title VII Retaliation Claims

Data Centers: Critical for Users; A New and Fast-Growing Asset Class for Investors

American Express Co. v. Italian Colors: Supreme Court Broadens The Impact of Class Action Waivers in Predispute Arbitration Agreements

The Resurgence of Covenant-Lite Loans and What it Means for Lenders and Borrowers

Italy Tweaks the Bankruptcy Act to Increase Creditors' Protections

Government Missteps Have Created Leverage For Corporations

The Latest Reform of Italian Appeal Proceedings in Recent Case Law: A Step Towards Faster Civil Proceedings Involving a Higher Standard of Defense

Oxford Health v. Sutter: More Questions Than Answers About Class Arbitration

Delaware Court of Chancery Applies Business Judgment Rule Standard of Review to Controlling Stockholder Going Private Merger

AIFM Directive Update on UK Implementation Measures Implications for Non-EU Managers Marketing to UK Investors

What Private Equity Managers Need to Know to Limit Their ERISA Obligations for Portfolio Company Pension Plans

U.S. Supreme Court to Hear an International Investment Treaty Arbitration Case

SEC Allows Use of Social Media for Public Company Announcements, but Risks Remain

Unitranche Credit Facilities: Advantages, Disadvantages, and Recent Developments

SEC Proposes Money Market Reforms

Effects Of The Cancellation Of Italian Companies From The Companies Register And The Succession Of The Shareholders

U.S. Switzerland Anti-Tax Evasion Agreement

Virtual Currencies - Legal and Regulatory Challenges

New Italian Rules for Joint and Several Liability in Contracts and Subcontracts

Taxing Times - The Financial Transaction Tax and Other European Developments

Employer Wellness Programs - Final Rules Under The Affordable Care Act

FTC Moves to Regulate the Use of Certain Payment Methods in Telemarketing Sales Rule

Cornell HR Review - The Value of Discretion

Farms and Factories - A Modern Views of the Administrative-Production Worker Dichotomy

FCPA Declinations - How to Maximize Your Chance to Get a Pass When a Corruption Problem Occurs

An Appellate Lawyer's Role in a Trial

U.S. Cartel Enforcement

Multi-Tier Litigation Strategies

Energy Industry Trends

Managing Patent Infringement Risk

Outbound M&A Transactions

Capital Markets Outlook

Anticorruption Enforcement

Inevitable Disclosure Doctrine Cannot Serve as the Basis of a Stand-Alone Claim in Georgia

New Regulations Provide Flexibility in Structuring Acquisitions

May 2013 California Cap-and-Trade Auction Shows Strengthening Carbon Market

The Administration is Focused on Preventing Trade Secrets Misappropriation. Your Business Should Be, Too.

Intellectual Property Concerns (Part II)

Intellectual Property Concerns (Part I)

White Collar Enforcement

Trends in U.S. Finance

Employment Law Trends

The French Private Equity Market

Trends Impacting Korean Companies

China Expands RQFII Regime

South Korea and the EU Strengthen Their Strategic Partnership - Increased Legal Certainty Creates More Business Opportunities

Anticorruption Concerns in the Life Sciences Sector

The Global Outlook for Real Estate

Developments in the Hospitality Sector

Antitrust Trends

The Outlook for Latin America

Trends in Labor Law

Patentability of Software Method and System Claims Post-CLS Bank

Federal Prosecutors and Regulators Probe Investment Funds' 10b5-1 Trading Plans

Social Media and Data Privacy Concerns

Trends in Electronic Payments

Developments in Outbound M&A

Hong Kong Capital Markets

CMS Issues Final Rule Interpreting The Physician Payment Sunshine Act

OIG Classifies Physician-Owned Device Companies as Inherently Suspect of Violating AKS

Reforming the Labor Dispatch Model

Congressional Hearing Planned Regarding IRS Final Report on Colleges and Universities Compliance Project

Performance Ratchet is Enforceable in China Based on Recent Supreme Court Decision

Meritorious Circumstances are Not Enough - Antitrust Standing Drifts Further Astray in The Ninth Circuit After In Re ATM Fee

Delaware Bankruptcy Court in In re School Specialty Affirms Lenders Ability to Recover 37 Percent Make-Whole Premium as Part of Its Secured Claim

Responding to Corporate Criminal Investigations

EU Privacy and the Cloud: Consent and Jurisdiction Under the Proposed Regulation

NDRCs Recent Enforcement of the PRC Anti-Monopoly Law - A More Aggressive and Transparent Direction

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