In late 2025, Fossil Group completed a significant debt restructuring by turning to the English courts rather than proceeding under Chapter 11 in the United States. The company implemented an English Restructuring Plan under UK Companies Act 2006 Part 26A and subsequently sought recognition under Chapter 15 of the U.S. Bankruptcy Code, which provides a mechanism for U.S. courts to recognize and give effect to foreign insolvency proceedings.
The move reflects a growing willingness among U.S.-based companies to consider foreign restructuring regimes where they offer procedural or strategic advantages. In Fossil’s case, the presence of thousands of small retail bondholders created uncertainty under Chapter 11’s voting mechanics. Under 11 U.S.C. § 1126(c), confirmation requires both a majority in number and two-thirds in value of voting creditors. By contrast, the English restructuring framework permits approval by 75% in value without a numerosity requirement, reducing the risk of holdout blocs among dispersed creditors and providing a more predictable pathway to restructure its 2026 notes. In addition, English restructuring plans permit cross-class cram down, allowing courts to sanction a plan over dissenting classes where fairness conditions are satisfied.
After approval by the High Court of Justice in England, the company sought Chapter 15 recognition in the United States Bankruptcy Court for the Southern District of Texas. Recognition under Chapter 15 is typically granted where the foreign proceeding qualifies as a “foreign main proceeding” under 11 U.S.C. § 1517 and is consistent with principles of international comity. U.S. courts have repeatedly recognized and enforced foreign restructuring schemes in similar circumstances, including in In re Avanti Communications Group PLC and In re Oi S.A., where foreign plans were given effect to bind U.S. based creditors.
For creditors, cases like this underscore the expanding importance of Chapter 15. Once recognized, foreign restructuring plans may be enforced in the United States through relief under 11 U.S.C. § 1521, including injunctions that restrict creditor actions and give binding effect to the foreign plan. Strategic forum selection is no longer theoretical; it is actively shaping recoveries. By selecting a jurisdiction with more favorable restructuring tools, and then leveraging Chapter 15 recognition, companies can effectively reshape creditor rights across borders.
As cross-border restructuring tools continue to develop, creditors must evaluate not only domestic bankruptcy risk but also how foreign proceedings may affect enforcement, voting rights, and ultimate recoveries.
Thomas H. Curran Associates advises creditors in Chapter 15 proceedings and cross-border insolvency disputes, ensuring enforcement rights are protected across jurisdictions.
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