Companies Act 2014 section 450

Scheme meetings — convening of such by directors and court's power to summon such meetings

Section 450 sets out who may convene scheme meetings when a compromise or arrangement is proposed between a company and its creditors or members, and the circumstances in which the court may step in to order such meetings.

• Directors may convene scheme meetings of creditors or members (or classes of them) without needing prior court approval when a compromise or arrangement is proposed.
• Scheme meetings must be structured as separate meetings for each class of creditor or member whose interests differ, unless no separate classes are required, in which case a single meeting suffices.
• If the directors do not convene the meetings, the court may order them on application by the company, any creditor or member, or the liquidator (if the company is being wound up).
• Where a scheme involves only a particular class of creditors or members (the "predicate class"), any further subdivision into separate meeting classes operates within that predicate class.

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