Summary
This was an application, seeking a court sanction for arrangements under section 899 of the Companies Act.
The application was made by a Dutch company and a Bulgarian company. The scheme creditors were both UK domiciled and non-UK domiciled. However, since none of the companies was incorporated in England, there was an issue of jurisdiction. The jurisdiction of the English court was challenged by a senior creditor. In this context, Mr Justice Vos held:
“42 [...] it seems to me that, if the Judgments Regulation applies––which I do not decide––it is quite clear that art.23 would be applicable so as to give the English court jurisdiction.
43 As regards Mr Allison’s second argument––namely art.6 ––it seems to me that if the Judgments Regulation applies because some of the creditors are to be regarded as defendants to the applications for sanction then, where one of those defendants is domiciled in the United Kingdom, that gives the court jurisdiction under art.6 . That is the case here and therefore there is no doubt, if the Judgments Regulation applies, that jurisdiction could be established.
44 As regards art.4 , which Briggs J. thought to be a good argument, that too would be applicable here, if the argument is correct. As regards art.24 (submission to the jurisdiction) it seems to me that this might be troublesome here, where Mr Toth has appeared at the hearing for the convening of meetings and at this hearing expressly on the basis that he contested jurisdiction, but I need not decide that point.
45 My conclusion is quite clear. Whichever way one looks at the legal position under the Companies Act and under the Judgments Regulation , jurisdiction can be established.
46 I am pleased to reach that conclusion because I have been told that there is no equivalent legislation allowing schemes of arrangement of this kind in either the Netherlands or in Bulgaria. It is possible to achieve a similar result within insolvency proceedings, as I understand the position, but not outside of insolvency proceedings. I am also told that in the Netherlands it is proposed in due course to introduce legislation of a comparable kind, but that has not yet happened. Schemes of arrangement are a very important tool for the reorganisation of companies, both in difficulty and not in difficulty, and it would be most undesirable if the jurisdiction of the English court were restricted by the Judgments Regulation . As it seems to me that is not the result, and I am pleased to have been able to reach that conclusion. [42-46].