Roadmap for the WHOA procedure

The WHOA offers organisations the possibility to propose an arrangement to creditors and shareholders, which may also bind those who do not agree. This allows debts to be restructured, bankruptcy to be avoided and continuity to be safeguarded.

When is the WHOA procedure appropriate?

The WHOA procedure is intended for situations in which it is plausible that the organisation will no longer be able to meet its obligations in the near future. In other words, there must be a real risk of insolvency.

An important advantage of the WHOA procedure is that dissenting creditors and shareholders can be bound by the arrangement. This increases the likelihood of a successful restructuring. At the same time, success depends on careful preparation and a well-substantiated arrangement.

From strategy to implementation

A WHOA procedure is always tailored to the situation. It requires thorough preparation, clear decisions and a careful balance between legal and financial considerations.

Our specialists guide the organisation through every stage of the WHOA procedure, from determining the strategy and drafting the arrangement to the voting process and the court hearing. We work closely with financial advisers to ensure that valuations and financial substantiation align with what is required for a successful outcome.

The WHOA procedure in 7 steps

1. Commencement of the procedure

A commencement notice can be filed with the court. While not mandatory, it provides access to measures such as a cooling-off period, during which creditors cannot take enforcement action. This creates a stable environment in which the arrangement can be prepared.

2. Preparation of the arrangement

The financial position is assessed, including debts, available assets and the parties involved. Based on this, a draft arrangement is prepared and its feasibility is discussed with creditors and shareholders.

3. Submission of the arrangement

The draft arrangement is shared with the parties involved, who are given a reasonable period to assess the proposal. This can take place in a public or private WHOA procedure, depending on the situation.

4. Voting

Creditors and shareholders vote on the arrangement by class. If sufficient support is obtained, usually a two-thirds majority per class, the arrangement can be submitted to the court.

5. Application for confirmation

If sufficient support is obtained, an application for confirmation is submitted to the court via a lawyer. The court sets a hearing date and assesses the arrangement.

6. Objections and assessment

Creditors and shareholders may raise objections. The court assesses whether the WHOA procedure has been conducted with due care and whether the arrangement is reasonable, including in light of the statutory grounds for refusal.

7. Implementation of the arrangement

Once confirmed, the arrangement is binding on all parties involved, including those who voted against it. Implementation follows in accordance with the agreed terms. In the event of non-compliance, creditors may take enforcement action.

Questions about the WHOA procedure?

Would you like to assess whether the WHOA procedure offers a solution for your specific situation? Or do you have questions about one of the steps? Our specialists are happy to provide guidance, committed and to the point.