The Dutch Scheme: a strategic tool for multinational debt restructuring

Multinational groups with solid fundamentals but facing short-term debt challenges can benefit from a centralized pre-insolvency restructuring process. A unified approach helps avoid fragmented national proceedings, provides legal clarity, and facilitates coordinated creditor involvement. “It facilitates the development of a group-wide restructuring plan, improves implementation prospects, and helps maintain overall cohesion and value.

International companies and their advisers are familiar with restructuring mechanisms such as the US Chapter 11 and the English Scheme of Arrangement. 

Since 2021, the Netherlands has offered a comparable restructuring mechanism via the Dutch Scheme (in Dutch: Wet Homologatie Onderhands Akkoord, or ‘WHOA’), enabling multinationals to restructure their debts in a binding, efficient, and internationally recognised manner.

This article sets out the legal framework of the Dutch Scheme, its application to foreign groups, practical cross-border examples, and international recognition.

The Dutch Scheme, embedded in the Dutch Bankruptcy Act, provides a statutory framework for restructuring debts outside formal bankruptcy or suspension of payments proceedings. Its principal feature is that, even without unanimous consent, the court can confirm a restructuring plan proposed by the company, making it binding on all affected creditors and shareholders, including dissenting ones. Fundamental safeguards of the Dutch Scheme include:

• creditors and shareholders are divided into classes based on their rank and legal position, in line with Dutch insolvency principles;
• within each class, a two-thirds majority in claim value or share capital is required to approve the plan; and
• the court, composed of expert judges from a dedicated Dutch Scheme chamber, reviews the plan to ensure strict compliance with statutory requirements, such as proper class formation, equal treatment within classes, and protection of dissenting creditors (e.g. not being worse off than in liquidation).

The Dutch Scheme also provides practical tools during plan preparation, such as:

• temporary moratorium on existing debts or enforcement measures;
• interim termination of agreements obstructing the restructuring; and
• pre-confirmation judicial review of key disputed elements.

Court hearings are typically conducted digitally, following streamlined timelines. Courts with experience in the Dutch Scheme often issue decisions within three to four weeks, and in urgent cases, within days, providing timely legal certainty for companies and stakeholders.

Further information on the legal framework can be found in this article.

The Dutch Scheme is designed with a high level of flexibility, enabling a multinational group’s debts to be restructured through a single procedure. The Dutch court may assume jurisdiction if a debtor’s central management and key economic decisions, typically at its headquarters or main operational base, are in the Netherlands (centre of main interests, ‘COMI’), or if the debtor maintains a substantial establishment here. For group restructurings, it is sufficient that at least one debtor in the group meets these criteria, allowing the Dutch Scheme to cover other indebted entities as part of the same procedure.

If the COMI of a debtor is outside the Netherlands, or outside the EU (excluding Denmark), the Dutch court assesses its jurisdiction based on a debtor’s connection with the Dutch legal system. The Dutch law does not provide strict rules in this regard, so the Dutch Scheme offers flexibility in how this connection can be demonstrated. A foreign-based company or group may initiate Dutch Scheme proceedings if there is a sufficient connection to the Netherlands. This connection may arise from: 

• having (substantial) assets in the Netherlands, such as real estate, inventory, or receivables held by a foreign holding company;
• debts governed by Dutch law, or contracts that include a Dutch choice-of-law or forum clause, allowing the Dutch Scheme to apply;
• a group structure involving a Dutch entity. For example, a U.S. parent with a Dutch subsidiary, or a group that channels key operations through a Dutch company; or
• cross-border liability, such as a guarantee issued by a foreign parent company for the debts of a Dutch subsidiary, may establish sufficient jurisdictional nexus to justify the application of the Dutch Scheme.

Recent restructurings highlight both the practical applicability of the Dutch Scheme to multinational groups and the legal basis for Dutch court jurisdiction.

McDermott International Holdings B.V. – 2024
McDermott International Holdings B.V. (“MIH”) restructured its capital through a parallel Dutch Scheme plan and an English Part 26A Restructuring Plan, addressing USD 2.6 billion in secured debt and discharging USD 2 billion in unsecured claims, including a USD 1.3 billion U.S. law governed arbitration award. The Dutch court approved the plan on 21 March 2024, followed by Chapter 15 recognition in the U.S. The restructuring was group-wide, involving multiple McDermott entities across jurisdictions. The Dutch court had jurisdiction as the COMI of MIH was located in the Netherlands. The case highlights the Dutch Scheme’s international reach.

Diebold Nixdorf Dutch Holding B.V. – 2023

On 2 August 2023, the Dutch court approved a Dutch Scheme plan for Diebold Nixdorf Dutch Holding B.V., part of a global group restructuring USD 2.7 billion in debt through parallel Dutch and U.S. proceedings. The court confirmed its jurisdiction based on the Dutch entities’ COMI and substantial establishment in the Netherlands and allowed the plan to apply to multiple group entities under Dutch group restructuring rules. 

The Dutch court-approved plan was recognized in the U.S. as a foreign main proceeding under Chapter 15 on 7 August 2023, marking the first time a Dutch Scheme plan received full effect in the U.S. The Dutch and U.S. plans were contractually linked, ensuring coordinated implementation. This case shows the Dutch Scheme’s potential for transatlantic restructurings and legal alignment between EU and U.S. courts.

Steinhoff International Holdings N.V. – 2023 

At least one Dutch subsidiary had its COMI or a substantial establishment in the Netherlands, giving the Dutch court authority to approve the plan. The Dutch Scheme proceeding successfully restructured approximately EUR 10.4 billion of debt. Despite initial shareholder opposition, the court confirmed the plan on 21 June 2023. Since the Dutch Scheme procedure is public, the approved plan takes effect immediately and can be enforced across most of the EU without additional local approvals. The case demonstrates the Dutch Scheme’s ability to centralize complex group restructurings and coordinate outcomes across multiple jurisdictions.

Vroon Group B.V. – 2023

Dutch company Vroon Group B.V. and its restructured approximately USD 900 million in debt through a coordinated Dutch Scheme plan and an English Scheme of Arrangement in May 2023. The group included both Dutch and foreign entities, requiring a dual-track approach to ensure creditors across jurisdictions were bound. The restructuring involved a debt-for-equity swap and a split into continuing and liquidating group entities. The Dutch court confirmed its jurisdiction not only over the Dutch entities but also granted their request to extend their decisions to foreign subsidiaries within the group. This ensured that the court’s decisions were binding across the corporate structure, including entities outside the Netherlands.

Dutch court decisions approving a restructuring plan under the Dutch Scheme may be recognized and enforced internationally, depending on whether the procedure is public or private, and on the rules of the foreign jurisdiction:

• in a public procedure, the court’s ruling is automatically recognized across EU Member States (except Denmark) under the EU Insolvency Regulation (2015/848). EU creditors are immediately bound, and the plan can be directly enforced without additional local proceedings, reducing legal uncertainty and avoiding parallel litigation; and
• in a private procedure, recognition and enforcement depend on the local rules of private international law or applicable treaties. In the United States, for example, recognition is sought under Chapter 15 of the U.S. Bankruptcy Code, which implements the UNCITRAL Model Law on Cross-Border Insolvency. Once recognized, U.S. courts can fully enforce the Dutch court’s rulings, giving effect to the restructuring plan and binding local creditors. This has been demonstrated in practice in cases such as McDermott International, Vroon Group, and Diebold Nixdorf, where Dutch Schemes were successfully coordinated with U.S. or English proceedings.

For multinationals seeking speed, efficiency, and legal certainty, the Dutch Scheme provides a powerful restructuring tool. Its flexibility, binding effect, and cross-border recognition potential allow multinational groups to restructure debt while preserving value. With careful planning, expert advice, and transparent stakeholder communication, the Dutch Scheme can offer a pathway to stability, recovery, and sustainable growth.

For expert discussion or guidance on leveraging the Dutch Scheme for your multinational group or client, please contact us to discuss tailored restructuring solutions.