Photo of Ceri Bryant QC

Ceri Bryant QC

Call: 1984 Silk: 2012

Ceri is a well-respected silk with a broad practice spanning company law, corporate insolvency and financial services.

Her clients include FTSE and AIM listed companies and non-corporate organisations, and she is regularly instructed on corporate reorganisations, takeovers and mergers and transfers of insurance business.

Hugely experienced, particularly in schemes of arrangement.

Chambers and Partners

Corporate

  • Corporate and capital reorganisations
  • M&A
  • Takeovers
  • Schemes of arrangement
  • Reductions of capital
  • Directors’ duties
  • Shareholders’ rights
  • Meetings and resolutions
  • Part VII transfers
  • Cross-border mergers

Ceri has had success in the Supreme Court in Enviroco v Farstad Supply, and is a go-to silk for schemes of arrangement in the UK and offshore.

Company reorganisations / schemes of arrangement / M&A / takeovers / cross-border mergers include:

SAB Miller/AB InBev – instructed by a major shareholder

The INEOS group’s reorganisation

Wizz Air’s change of domicile & reorganisation

Drax Group plc – restructuring and re-entry into the Official List

Various reorganisations in Jersey

Soho House plc – buyout of founder shareholders and fundraising

Jarvis plc – debt for equity swap

Various UK/German cross-border mergers

Expro – acting for the Takeover Panel when its “put up or shut up” rules were tested.

Fiberweb plc’s acquisition by Polymer Group, Inc

Linton Park plc – acquisition of its minority shareholders by Camellia plc

Various Premier League club share acquisitions

Part VII transfers include:

Aviva plc – the first reattribution to involve a Policyholder Advocate

The Prudential group’s reorganisation

Various transfers for the Ecclesiastical group

Direct Line Insurance plc’s acquisition from Privilege Insurance Company Limited

XL Re’s restructuring of their European operations

Royal & Sun Alliance Insurance plc on various acquisitions

Non-corporate and not-for-profit organisations:

Ceri’s work for companies limited by guarantee and non-corporate organisations has included:

Acting for the Association of British Insurers on the establishment of the Flood Re scheme for flood-risk homes.

Merger of the Grainfarmers and Centaur Grain groups to form the Openfield co-operative

Acting for various London clubs

Loch Lomond Members Golf Club Limited – implementation of revised call arrangements

National Federation of Builders’ reorganisation

Advising various industrial and provident societies and friendly societies.

Interflora – reorganisation of its membership and company structure

Advising various statutory companies

Restructuring & Insolvency

  • Creditor schemes of arrangement
  • Winding up
  • Administration
  • CVAs
  • Receivership

Ceri has had key roles in ground-breaking creditor schemes of arrangement in the UK and offshore, such as Rodenstock GmbH, T&N Ltd and recently in the SPhinX liquidation in the Cayman Islands.

Ceri’s work on creditor schemes of arrangement includes:

Rodenstock GmbH – establishing the English court’s jurisdiction to sanction a scheme of arrangement by an EU company

Appearing for administrators on the scheme for La Seda de Barcelona SA

Two separate schemes for the joint liquidators of the SPhinX hedge funds to resolve various issues arising out of the hedge funds’ collapse

T&N Ltd’s scheme establishing a fund to meet asbestos claims

Acting for US hedge funds on their challenge to the legality of the Eurotunnel restructuring

Closing schemes for La Mutuelle du Mans Assurances IARD, Scottish Eagle Insurance Company Limited, Sovereign Marine & General Insurance Company and various mutual insurance companies

Financial Services

  • Part VII transfers
  • Collective investment schemes
  • Regulatory issues

Various schemes for Part VII transfers of insurance business, including:

Aviva plc – the first reattribution to involve a Policyholder Advocate

The Prudential group’s reorganisation

Various transfers for the Ecclesiastical group

Direct Line Insurance plc’s acquisition from Privilege Insurance Company Limited

XL Re’s restructuring of their European operations

Royal & Sun Alliance Insurance plc on various acquisitions

Ceri also advises on collective investment schemes and various other regulatory matters.

International & Offshore

Ceri has experience of offshore matters in a number of jurisdictions, including advising:

The liquidators of a Cayman hedge fund (SPhinX Ltd) – this was a long term involvement in two major schemes of arrangement between 2009-2014, requiring numerous hearings in the Cayman court

A Cayman company on a scheme of arrangement to reorganise members’ rights and liabilities involving hearings in the Cayman court

On the exercise of the directors’ power to remove a director by notice in writing signed by 75% majority of the directors, under the Bermuda Companies Act 1981

A Hong Kong listed company on the validity of the directors’ exercise of their power to allot shares

On the application of the Bermuda Companies Act 1981 to an indemnity

A BVI company on the BVI demerger process

A Guernsey company on a scheme of arrangement in the Guernsey court

Various Jersey companies on various schemes of arrangement in the Jersey court

Memberships & Publications

INSOL

COMBAR

Co-author of “The Law of Majority Shareholder Power” (2nd edition, 2017) published by Oxford University Press

Contributor to “Buckley on the Companies Acts” published by LexisNexis Butterworths and to “Hannigan and Prentice: The Companies Act 2006 – a commentary” published by LexisNexis Butterworths.

Ceri is also a contributor to the “The Law of Majority Shareholder Power” and “Corporate Finance Law in the UK and EU”, both published by Oxford University Press.

Recognition

 Ranked in Legal 500 (Company and Partnership)

‘Meticulous in her attention to detail, as well as being approachable and practical.’

‘Intellectually outstanding, pragmatic and willing to take a view.’

‘She is impressively thorough with a clear, analytical brain.’

Ranked in Chambers and Partners (Company)

“Technically very good and always helpful, she produces in a timely manner and has the respect of the court.”

Ranked in Who’s Who (Company and Partnership)

‘In a class of her own, covering a broad practice and boasting an impressive roster of clients.’

Ranked in

Legal 500 –
Company & Partnership

Chambers & Partners –
Company

Who's Who Legal –
Mergers & Acquisitions

News

BEYOND BREXIT IN CROSS BORDER RESTRUCTURING
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FLOOD RE RECEIVES REGULATORY APPROVAL FROM THE PRA
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