Pre-Packaged Sales Procedures: Transnational Legal Context and Theoretical Underpinnings 

This chapter explores the doctrinal and comparative foundations of pre-packaged sales (“pre-packs”) as a distinctive insolvency and restructuring mechanism. Pre-packs blend negotiated restructuring or sale agreements concluded prior to insolvency with swift implementation after commencement, promising value preservation, cost efficiency, and business continuity. At the same time, they raise concerns regarding transparency, creditor protection, and fairness—particularly in sales to connected parties. The chapter situates pre-packs within broader insolvency theory and examines their regulation across jurisdictions, highlighting three main models: plan-based (e.g., U.S. Chapter 11), sale-based (e.g., English administration), and hybrid frameworks (e.g., Dutch WHOA, Singapore). It evaluates the role of debtors, insolvency practitioners, and courts, noting divergent approaches to oversight and stakeholder participation. The chapter also analyses the proposed EU Directive on insolvency law, which seeks to harmonise pre-pack mechanisms. Ultimately, it maps global practices, identifies reform trajectories, and assesses whether convergence in pre-pack regulation is emerging or national divergences will persist.