ARTICLE
24 July 2025

Creative Class Composition: The Hunt For The Anchor Class

AO
A&O Shearman

Contributor

A&O Shearman was formed in 2024 via the merger of two historic firms, Allen & Overy and Shearman & Sterling. With nearly 4,000 lawyers globally, we are equally fluent in English law, U.S. law and the laws of the world’s most dynamic markets. This combination creates a new kind of law firm, one built to achieve unparalleled outcomes for our clients on their most complex, multijurisdictional matters – everywhere in the world. A firm that advises at the forefront of the forces changing the current of global business and that is unrivalled in its global strength. Our clients benefit from the collective experience of teams who work with many of the world’s most influential companies and institutions, and have a history of precedent-setting innovations. Together our lawyers advise more than a third of NYSE-listed businesses, a fifth of the NASDAQ and a notable proportion of the London Stock Exchange, the Euronext, Euronext Paris and the Tokyo and Hong Kong Stock Exchanges.
This article explores the strategic use of creative class composition in English restructuring plans, in particular the creation of "anchor" classes to facilitate cross-class cram down.
United Kingdom Insolvency/Bankruptcy/Re-Structuring

This article explores the strategic use of creative class composition in English restructuring plans, in particular the creation of "anchor" classes to facilitate cross-class cram down.

The introduction of ability to 'cram' dissenting classes has fundamentally changed the approach to class composition, encouraging debtors to create supportive classes that can approve a plan and impose it on dissenting stakeholders. The courts are aware of the risks of class manipulation and artificiality, but have generally sanctioned plans where there is a rational commercial justification and statutory safeguards are met.

We argue there is a difference between permissible ("good") and improper ("bad") artificiality in class creation and in doing so look at three scenarios:

  • inclusion of "unnecessary" classes that could be restructured outside the plan
  • anchor classes composed of cross-holders or stakeholders with collateral interests
  • the purposeful creation of new classes prior to the plan.

In each case, the courts have shown pragmatism, often allowing creative class composition provided there is a commercial rationale and the plan passes key statutory tests.

Key protections against abuse include the "no creditor worse off" test, fairness at sanction, and the pari passu principle. However, the recent spate of appeals demonstrate that these safeguards can be strained in practice, relying heavily on judicial discretion and robust valuation evidence.

This article was first published in the July 2025 issue of Butterworths Journal of International Banking and Financial Law.

Creative class composition: the hunt for the anchor class

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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