This text, edited by Professors Jennifer Payne and Kristin van Zwieten of the University of Oxford, is a timely and remarkably coherent contribution to the fast-evolving field of English corporate restructuring. Appearing just a few years after the Corporate Insolvency and Governance Act 2020 (CIGA) reshaped the UK landscape, the volume offers an insightful blend of doctrinal analysis, comparative inquiry and practical evaluation. Its contributors are drawn from among the leading figures in cross-border insolvency scholarship and practice, giving the book both intellectual authority and real-world relevance. The editors open the collection with a thoughtful introductory chapter that traces the history of the CIGA's enactment. Contrary to narratives that depict the reforms as ad hoc responses to the pandemic, Payne and van Zwieten demonstrate how the CIGA built on pre-existing policy discussions, as well as wider regulatory competition sparked by the European Preventive Restructuring Directive. They link the reforms to three drivers: the desire to address gaps in the UK framework, competitive pressure from other jurisdictions modernising their restructuring regimes, and the need to respond to the financial distress generated by Covid-19. Their exposition of the Act's key measures—the restructuring plan, the freestanding moratorium, and restrictions on ipso facto clauses—provides a clear, accessible map of the terrain. The chapter also introduces the central questions that animate the book: how domestic restructuring tools should be designed, how value should be distributed among stakeholders, and how these mechanisms operate across borders. The second chapter adopts the perspective of seasoned practitioners to compare the UK restructuring plan with the procedures emerging in the European Union as Member States have transposed the Preventive Restructuring Directive. Focusing on the Netherlands, Germany, and France, the authors examine how each jurisdiction has reshaped its toolkit and how attractive these procedures are to businesses. Their analysis is grounded in practice. They explain why large multinational firms often continue to favour English restructuring plans: flexibility, judicial expertise, and increasing predictability. Yet they also highlight a crucial disadvantage in the English regime: the absence of an automatic stay, which can prompt companies to initiate parallel proceedings in Europe in order to benefit from a stay whilst pursuing a plan in England. By contrast, they show how the Dutch WHOA has become particularly appealing to smaller firms because of its procedural accessibility and cost profile. This chapter provides an invaluable comparative backdrop for the remainder of the book and situates the UK reforms within a wider policy ecosystem in which firms actively engage in forum shopping. Chapters 3–6 concentrate on the core building blocks of the UK's new restructuring architecture, beginning with the rules governing the distribution of value. Chapter 3 analyses the principles that underpin value allocation in restructuring plans, including the best-interest-of-creditors test and the broader set of priority expectations that shape judicial reasoning. The authors draw comparisons with priority rules in Europe and with the absolute priority rule in the United States, illustrating the extent to which the English approach balances flexibility and fairness. The chapter argues that whilst the UK has avoided importing the American rule wholesale, it has instead developed a more nuanced framework in which questions of value and priority are mediated by judicial assessment of economic reality. This offers opportunities for more tailored solutions, but it also introduces a degree of uncertainty that practitioners must navigate. Chapter 4 extends the discussion of fairness through the construction of a conceptual framework—the Fair Allocation of Restructuring Surplus (FaiRS) approach—designed to guide the use of cross-class cram-down powers. The authors distinguish between appropriate and inappropriate reasons for allocating value in insolvency and identify clear categories for courts to consider when assessing the fairness of a plan. Their framework acknowledges both valuation complexity and strategic behaviour, offering a structured and principled way to analyse distributions without resorting to rigid rules. As an attempt to bring clarity to one of the most contested areas of restructuring law, the FaiRS approach is likely to receive significant attention both in academic debate and in courtroom argument. Chapter 5 focuses on the position of dissenting secured creditors under US Chapter 11 and UK restructuring plans. By examining how each jurisdiction treats secured dissent, and how valuation, interest rates and risk adjustments interact, the authors highlight the tensions between facilitating reorganisation and maintaining the integrity of security interests. Their analysis demonstrates the extent to which secured creditors' protection depends on careful judicial calibration rather than fixed formulae. Chapter 6 then turns to unexpired leases, a topic of practical significance for sectors such as retail. It considers how lease obligations are treated within restructuring plans, how landlords' rights are affected, and how courts assess fairness when lease liabilities form a substantial part of the restructuring. These chapters collectively offer a highly practical guide for practitioners grappling with the complexities of valuation, classification and dissent. The seventh chapter shifts the focus to the timing of insolvency and restructuring proceedings and the governance responsibilities of directors in periods of financial distress. It develops a normative framework grounded in economic theory, arguing that strict adherence to the residual claimant principle—whereby the party with the residual economic interest should hold decision-making authority—is not efficient in distress scenarios. Instead, value maximisation requires restructurings to be commenced earlier, and liquidations later, than such a principle would dictate. Private ordering alone is insufficient, he contends, due to bargaining imbalances and coordination problems. Public ordering, in the form of clearly articulated directors' duties, is therefore necessary. Testing English law against his framework, the author concludes that it broadly aligns with his recommendations, but he nonetheless proposes reforms to directors' duties to support timely initiation of restructuring proceedings and to improve the clarity of concepts such as wrongful trading and the duty to consider creditors' interests. His contribution stands out for its theoretical rigour and its practical orientation. Chapter 8 offers a detailed analysis of the freestanding moratorium introduced by the CIGA. The author traces the origins of the moratorium, its implementation, and its effectiveness in achieving its policy goals. The chapter is candid about the moratorium's limitations, including issues of eligibility and the role of the monitor, but it also points to situations in which the moratorium has successfully provided companies with the breathing space needed to negotiate a plan or secure financing. As the profession continues to adapt to this tool, the chapter provides a balanced and informative assessment of both its promise and its constraints. Chapter 9 widens the geographical lens by examining restructuring law reforms in Africa. The authors explore how African jurisdictions have drawn on foreign models—predominantly US, English, and French—and analyse the challenges of transplanting legal frameworks into diverse socio-economic environments. They highlight the importance of adapting restructuring mechanisms to local institutional realities, creditor compositions, and economic structures. The chapter is a valuable reminder that legal transplants require contextual sensitivity and that effective restructuring frameworks must account for local conditions. The penultimate chapter assesses the recognition and effectiveness of foreign insolvency proceedings from the UK perspective, an issue that has taken on heightened importance in the post-Brexit era. Without the European Insolvency Regulation, recognition of UK restructuring plans in Europe is more complex and uncertain. The authors outline the difficulties that arise and offer practical insights into how firms can navigate this terrain, including when parallel proceedings might be necessary and how recognition may be sought on a country-by-country basis. The analysis is highly relevant for practitioners advising on cross-border restructurings. The final chapter seeks to explain why English restructuring proceedings may be more attractive to some companies than filing for Chapter 11 in the United States. He emphasises the speed, flexibility and predictability of English procedures and contrasts them with the more rigid and sometimes costlier features of the US system. His arguments acquire further force from subsequent developments, including the Fossil restructuring case. The chapter offers a thought-provoking conclusion to the volume. Taken together, this work succeeds admirably in its aim to analyse recent developments in English restructuring law through comparative and theoretical lenses. The editors have curated a collection that is both intellectually rigorous and practically relevant. The book's strongest feature is its ability to connect detailed doctrinal analysis with broader questions of design and policy, offering a framework through which courts, practitioners and scholars can understand the evolving landscape. By situating the UK reforms within global trends and examining how they function in cross-border settings, the volume provides a comprehensive and compelling examination of a field that continues to develop. It will remain an essential reference for those engaged in restructuring practice, academic research and legislative reform for years to come.
Eugenio Vaccari (Tue,) studied this question.