On 3 September 2025, the Court of Appeal handed down judgment in East Riding of Yorkshire Council v KMG SICAV-SIF-GB Strategic Land Fund [2025] EWCA Civ 1137, confirming that a “dedicated fund” of a Luxembourg specialised investment company was not an “unregistered company” within the meaning of section 220 of the Insolvency Act 1986 (the “Act”), and therefore could not be wound up by the court under section 221 of the Act.

Sections 220 and 221 of the Act provide for the winding up of an “unregistered company”, which is defined to include any association and any company that is not registered in the UK under the Companies Act 2006, including a foreign company. The Court of Appeal held that the fund in question was not an association within the meaning of the legislation (as the Council had argued), and therefore it could not be wound up by the English court.

This decision provides important clarity for UK creditors seeking to enforce their rights against foreign corporate structures, and highlights the limits of the English court’s winding up jurisdiction. This judgment effectively rules out using English insolvency procedures against these sub-funds, as the Act does not permit the winding up

Introduction

In a landmark ruling, the Court of Appeal recently confirmed that the FCA can impose a redress requirement on an FCA-regulated firm under section 55L Financial Services and Markets Act 2000 (FSMA) without needing to meet the pre-conditions for a statutory market-wide redress scheme under section 404F FSMA.

Background

BlueCrest Capital Management UK LLP (BlueCrest) was the subject of an FCA investigation in 2021. The conclusion of this investigation found that the hedge fund breached Principle 8 of the FCA’s Principles for Businesses by failing to properly mitigate conflicts of interests when acting as an investment manager. BlueCrest was accused of making decisions that ultimately benefited an internal fund, whose stakeholders included senior partners and key employees, to the detriment of an external fund with external investors. As recompense, the FCA ordered a £40,806,700 penalty against BlueCrest and required it to redress an estimated US$700 million to its investors under section 55L FSMA.

BlueCrest challenged this decision and took its case to the Upper Tribunal. BlueCrest argued that the FCA was not permitted to impose a redress on a single firm under section 55L FSMA without taking into account the four conditions under section 404F(7) FSMA, being loss, causation,