In the hotly anticipated judgment of Mr Justice Zacaroli in the case of Lazari Properties 2 Limited and Ors and New Look Retailers Limited ("New Look") [2021] EWHC 1209 (Ch) New Look has successfully defended a challenge to its CVA on the grounds of jurisdiction, material irregularity and unfair prejudice. The judgment confirms once again that differential treatment of creditors does not on its own establish unfair prejudice but that it will be a matter for determination based on all the circumstances of the case.

Introduction

Background

The concept of cell companies was first introduced to Jersey in February 2006. In addition to the widely recognised structure of a protected cell company, Jersey also introduced a completely new concept - the incorporated cell company.  

The key issue which differentiates both types of cell company from traditional (non-cellular) companies is that they provide a flexible corporate vehicle within which assets and liabilities can be ring-fenced, or segregated, so as only to be available to the creditors and shareholders of each particular cell.