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 (focussing 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 objectives of the training course are to enable participants to:
Presenter reviews the reasons for corporate borrowing, preliminary matters for the
board to consider before raising funds and the basic differences between loan facilities and debt securities.
Participants consider the different structures of bank loans (bilateral, syndicated and sub participated) and the various types of loan (including the overdraft, term loan, revolving credit facility and multiple option facility).
Participants consider the key terms of a loan agreement (including the most heavily negotiated clauses: conditions precedent, representations and warranties, covenants and events of default) and review some of the drafting pitfalls and negotiating points in this area.
Presenter reviews three methods for a bank to transfer a loan asset; novation, assignment and sub participation.
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:
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.
A review of the different types of insolvency procedures available in the UK and outlines the changes made by the Enterprise Act 2002. Participants consider the type of insolvency issues that can arise using a case study.
The purpose and procedures involved in administration and administrative receivership, company voluntary arrangements and schemes of arrangement. Participants consider whether we can save the case study company.
The purpose and procedures involved in compulsory and voluntary (members and creditors) liquidation, the order of payment of creditors and the powers of liquidators to increase the company’s assets by reviewing past transactions. Participants consider an exercise on the issues on liquidation.
Presenter reviews the duties of directors in companies facing financial difficulties, including wrongful trading. Participants consider how to advise directors of insolvent companies in the context of our case study.
Presenter outlines the issues in cross border insolvencies. Participants look at the case study to see whether the directors are free to set up in business again.
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 both the court procedure and out of court procedure for reduction of capital.
A brief summary of why both public and private companies might wish to undertake a share buyback, and a review of the law governing buybacks.
A discussion of the difference between a market purchase and an off-market purchase and a consideration of the statutes, rules and requirements which need to be taken in to account when undertaking a share buyback. A review of the procedure for a listed company purchasing its own shares by way of market purchase (treasury shares). Participants do an exercise on market purchases.
A review of the procedure required for a private company to purchase shares out of capital and the procedure under the Companies Act 2006, participants consider a short exercise on off- market purchases.
A brief summary of why a company might wish to undertake a reduction of capital.
After a consideration of the regulatory framework for a reduction of capital and the procedure required to carry out a reduction by the court the presenter then looks at the out of court procedure for reduction of capital and consider an exercise on an out of court reduction.
This is a 2 day programme, which can alternatively be run as 2 full days or as four half days, This course programme is aimed at lawyers from 0-4 years PQE who are specialising in corporate recovery and restructuring work (although some modules might also be relevant to practitioners of any PQE in other areas who want to understand the impact of insolvency in their particular field).
The course covers in detail all formal insolvency processes as well as their practical effect. The course also deals with schemes of arrangement, s. 110 Insolvency act 1986 schemes as well as debt restructuring and debt/equity swaps.
Delegates will obtain a broad understanding of the framework of insolvency law which will give them confidence to deal with a wide range of insolvency issues as well as familiarising themselves with relevant legislation and case law. Part 1 is entitled Trading in the Twilight Zone; part 2 reviews Corporate Recovery & Rescue, part 3 covers Formal Insolvency Procedures, and finally part 4 deals with Sale of Insolvent Businesses.