WHOA (Dutch scheme of arrangement)

 ‘The Act on the confirmation of private restructuring plans’, widely referred to as the WHOA (Wet homologatie onderhands akkoord ) entered into force on 1 January 2021. The WHOA introduces a framework under which tailor-made (financial) restructuring plans can be implemented outside formal insolvency proceedings. The WHOA combines elements of the English Scheme of Arrangements, US Chapter 11 and the EU Restructuring Directive (EU 2019/1023). In the Netherlands, the introduction of a new restructuring tool outside formal insolvency proceedings is a long awaited development as it significantly improves the possibilities to restructure viable enterprises in financial distress.

The WHOA provides for a fast and efficient form-free restructuring procedure with limited court involvement and outside of formal insolvency, which in principle can be completed within a matter of months. The restructuring plan may bind (a selection of) secured, unsecured and preferential creditors as well as shareholders, while at the same time adequately protecting the interests of any dissenting party. The WHOA enables both the debtor and other important stakeholders the opportunity to – at an early stage and outside the public domain – avoid an uncontrolled insolvency and preserve the debtor’s value. In addition, the WHOA provides for a high level of deal certainty as a result of, amongst others, the various supportive measures. It also offers flexibility on the contents of the restructuring plan and has the option to be (automatically) recognised throughout the EU.

With the Dutch courts assuming jurisdiction in a wide variety of cases, the WHOA offers a world-class platform for international debt restructurings.

Our Dutch R&I team has been involved as both lawyers and restructuring experts in various successful WHOA procedures