The Chancery Division refused to sanction a restructuring plan under Pt 26A of the Companies Act 2006 (CA 2006) as a matter of discretion. The applicant company (the company) applied for an order for directions for the convening and conduct of meetings of certain company creditors (the plan meetings) to consider and (if appropriate) approve a restructuring plan (the plan). A convening order allowed the company to convene plan meetings to consider and (if appropriate) approve the plan. The plan was approved by a majority of all other classes of creditors apart from the preferential creditor class, of which the sole member was HMRC. The company applied to the court to sanction the plan and order a 'cross-class cram down' in respect of HMRC. Three creditors opposed sanction of the plan: HMRC and two unsecured creditors. The court held that there was no basis for challenging the plan meetings on grounds of class composition. The company had proved to the civil standards that the relevant alternative was an insolvent administration. Further, although CA 2006, s 901G did not contain an express test for the exercise of discretion, the relevant factors were identified in the caselaw. In the present case, it would have been unfair to sanction the plan and enable the company to cram down the HMRC taking into account the size of the debt and the fact that HMRC's share of the restructuring surplus, if the plan had been sanctioned, was small in comparison with JCP, the company's subsidiary, and in absolute terms.