Share capital, borrowing and insolvency modules

Please follow the links below for more information on module content:

Corporate Loan Facilities

Taking Security

Corporate Insolvency

Share Buybacks and Reduction of Capital

Insolvency and Restructuring Issues for Corporate Lawyers

Corporate Loan Facilities (three hours)

Do you know what the terms ‘sub participation’, ‘bullet repayments’, ‘tickler clauses’ and ‘matched funds’ mean? If not, this course may be of interest to you. As well as demystifying numerous banking terms, this course provides an overview of the different methods of debt finance, the terms of a loan facility (focusing on the most heavily negotiated clauses) and methods of transferring loan facilities. This course is of relevance to all junior lawyers practising general corporate or banking law. The course will enable participants to:

Appreciate the different types of corporate borrowing
Understand the key terms of a loan agreement, particularly the most heavily negotiated clauses
Consider methods of reorganising existing loan facilities

Taking Security (three hours)

Are you aware of the impact of the Enterprise Act 2002 on enforcing floating charges? Do you know about the changes to security over cash and shares made by the Financial Collateral Regulations and the outcome of the Spectrum case in the House of Lords? Do you know what impact the Companies Act 2006 will have on the registration of charges, particularly by overseas companies? This course covers these topical issues as well as including a review of the different types of legal and commercial security, considering how to perfect security, reviewing the rules on priority of charges and taking delegates through a debenture document. The course will enable participants to:

Understand the different types of legal security that can be created under English law and appreciate when they should be used in a simple secured loan facility
Understand the different types of commercial security that can be created under English law and their impact on secured loans
Appreciate the different methods and importance of perfecting security
Understand basic principles of law on priority of security including the significance of the negative pledge
Consider the principal terms of a debenture document

Corporate Insolvency (three hours)

The Enterprise Act 2002 (in force with regard to its corporate insolvency provisions since 15 September 2003) provided a radical shake-up of our country’s insolvency laws. This course provides an overview of the different insolvency procedures available for companies in financial difficulties and the changes made to develop further the rescue culture. It raises key questions for the non-specialist, such as when is a company insolvent? When should directors stop trading? What assets are available for creditors? And when and how to call in the insolvency experts? This course is a general overview for non-specialists and informs practitioners of important changes in the law. The course will enable participants to:

Gain an overview of the issues involved and insolvency procedures available for companies in financial difficulties, including changes made by the Enterprise Act 2002
Understand the purpose and procedures involved in administration and administrative receivership (including changes made by the Enterprise Act 2002), company voluntary arrangements (CVAs), schemes of arrangement and liquidation
Identify and apply the powers of a liquidator to review past transactions
Highlight the issues when advising directors of companies in financial difficulties

Share Buybacks and Reduction of Capital (three hours)

Everything that a corporate lawyer needs to know in order to complete a share buyback or reduction of capital. This course enables you to understand why companies may want to undertake a share buyback and the steps required to carry out a market purchase or an off-market purchase and the court procedure for a reduction of capital. This course is a must for any junior lawyer involved in corporate work. You will also receive detailed practice notes on these subjects that will be invaluable in practice. The course will enable participants to:

Identify why a company might undertake a share buyback and the regulatory framework
Analyse the procedure for a market purchase
Analyse the procedure for an off-market purchase
Identify why a company might do a reduction of capital and the regulatory framework
Analyse the procedure for a reduction of capital, and the new procedure introduced by the Companies Act 2006

Insolvency and Restructuring Issues for Corporate Lawyers (two days)

Session 1 – Trading in the Twilight Zone (three hours)

Causes and signs of financial difficulty
Directors’ duties
Creation of trust accounts to protect creditors
Wrongful trading
Fraudulent trading
Events of default in loan documentation
Disclosure obligations for listed companies
Preferences (including making sure you as a lawyer get paid!)
Selling assets to raise money
Debt finance (including legal and commercial restrictions on further borrowing, loan sales in syndicated facilities)
Restructuring debt
Equity finance
Debt/equity swaps

Session 2 – Corporate Recovery and Rescue (three hours)

The commercial and legal issues on a reorganisation and reconstruction
Reasons why companies facing financial difficulties reorganise and methods of doing so
The different types of reorganisations including hive downs, hive outs and demergers
Asset transfer considerations on a reorganisation
Considerations concerning directors’ duties, return of capital, unlawful distributions, financial assistance and insolvency reviewable transactions
Further consideration of typical demergers including direct dividend demergers, three-cornered demergers, reduction of capital demergers and section 110 Insolvency Act schemes
Overview of purpose and process of a reorganisation under Companies Act 2006
Overview of key tax considerations and reliefs and their impact upon the choice of structure of reorganisation or demerger

Session 3 – Formal Insolvency Procedures (three hours)

Overview of administrative receivership, LPA receivership, administration, CVA and liquidation (including effect on group companies)
Costs and expenses
Effect of insolvency on contracts (including retention accounts)
Effect of insolvency on employees
Effect of insolvency on landlords and tenants
Proof of debt
Insolvency set-off
Cross-border issues (EC Regulation/UNCITRAL/Chapter 11)

Session 4 – Sale of Insolvent Businesses (three hours)

Price and method of sale
Authority to sell
Pre-packs
Warranties and indemnities
TUPE
Pensions
Real property
Book debts
Tax

For course information and links to other modules, go back to course overview.