Schemes of arrangement originated in England but have since spread to a number of other common law jurisdictions. One of the most common uses of schemes is to effect a change of control transaction, as an alternative to a takeover offer. In some jurisdictions schemes have become the mechanism of choice for recommended bids. Jurisdictions differ in their response to this use of schemes. As regards English schemes, the legislative provisions, the courts and the regulatory authorities are neutral as to whether a change of control is effected by way of a scheme or a takeover offer. By contrast, some jurisdictions, such as Australia, have put in place legislative provisions that potentially constrain this use of schemes, and other jurisdictions make changes to the operation of schemes (such as increasing the approval threshold) which seem designed to respond to concerns regarding the operation of schemes in this context. This paper explores the use of schemes to effect change of control transactions, including their advantages and disadvantages compared to a takeover offer. The concerns raised regarding this use of schemes are discussed and analysed, and the approach regarding English schemes is compared with that of other jurisdictions where a different approach is taken. These include Australia, New Zealand and Hong Kong. The paper questions whether the English approach can be defended, and concludes that it can, as a result of the significant safeguards in place to prevent abuse, in particular the oversight of the court in the process and the fact that the UK Takeover Code covers change of control transactions effected via schemes as well as via takeover offers.