SARAH PATERSON, London School of Economics - Law School
Email: S.Paterson@lse.ac.uk

For the last decade or so, schemes of arrangement have been the principal UK legal tool for restructuring large corporates. Two important nineteenth century appeal court decisions concluded that the court has discretion as to whether to sanction a scheme once the statutory conditions for sanction have been met, but also set out clear guidelines for exercise of this discretion which courts still follow today. The Corporate Insolvency and Governance Act 2020 introduced a new restructuring plan procedure into UK law, closely modelled on schemes of arrangement but with significant differences. The Explanatory Notes to the Act state that the court has discretion as to whether to sanction a restructuring plan once the statutory conditions have been met but offer limited, further guidance. Suggestions have been made by commentators, scholars, and judges but, it is suggested, none of them provides a complete frame of reference. Thus, this article seeks to fill the gap through an examination of the principles in the legislation, and the principles in scheme cases. The frame of reference which emerges suggests the potential for costly sanction hearings with significant evidential burdens. However, the article concludes that this may not be as problematic as may, at first, appear.

SYLVESTER UDEMEZUE, Council of Legal Education (Nigerian Law School)
Email: udemsyl@gmail.com

In the practice of Company Law and Corporate Governance, merger is generally said to occur when two corporations join together to form a new one or the two collapse into one of the entities. An acquisition occurs when one company obtains a majority stake in the target company. The most common reasons why companies merge is to share information, technology or other resources thereby increasing the overall strengths of the company. In many cases, mergers also help to overcome existing challenges, reduce weaknesses and gain a competitive edge in the market. Mergers and acquisitions bring a number of changes within the corporate organization; the size of the organizations changes, its stocks, shares and assets also change, even the ownership may also change due to the mergers and acquisitions. Mergers and acquisitions play a major role on the activities of the organizations and in the global business world. This paper undertakes a comparative study of the regime and processes of Merger and Acquisition as forms of corporate restructuring in India and in Nigeria. The objective is to showcase respective regimes in the two jurisdictions with a view to suggesting areas that need strengthening or streamlining. The method adopted is doctrinal, the approach is comparative and analytical while the purpose is both descriptive (exposing the rules governing the subject in each jurisdiction) and normative (designed to provoke some changes in the extant law and system). The author believes that juxtaposing the regimes and processes in the two jurisdictions will help researchers, writers, teachers, industry operators and stakeholders in identifying the relative strengths and flaws in each and both jurisdictions and be in a position to propose or undertake reforms aimed at constant improvement to keep the regimes at par with an ever changing business world.