• Corporate and Commercial Structured Training Programme modules

    Other Aspects of Corporate Finance modules

  • Please expand the sections below for more information on module content:
    • 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.

      Key outcomes

      The objectives of the training course are to 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

      Summary of training course content
      Part 1: Introduction and overview

      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.

      Part 2: Different types of loan facility

      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).

      Part 3: Documenting a loan 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.

      Part 4: Transferring existing loan facilities

      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:

      • 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
    • 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.

      Key outcomes

      The objectives of the training course are to enable participants to:

      • Gain an overview of the issues involved and insolvency procedures available for companies in financial difficulties
      • Understand the purpose and procedures involved in administration and administrative receivership, company voluntary arrangements (CVAs), schemes of arrangement and liquidation
      • Identify and apply the powers of a liquidator to review past transactions 
      • Highlight the issues on advising directors of companies in financial trouble 

      Summary of training course content
      Part 1: Introduction and overview

      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.

      Part 2: Rescue mechanisms

      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.

      Part 3: Liquidation

      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.

      Part 4: Directors’ duties

      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.

      Part 5: The wider picture

      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.

      Key outcomes

      The objectives of the training course are to 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 
      • Analyse the procedure for a reduction of capital by the court, and the out of court procedure introduced by the Companies Act 2006

      Summary of training course content
      Part 1: Why undertake a share buyback?

      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.

      Part 2: Market purchase

      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.

      Part 3: Off-market purchase

      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.

      Part 4: Why undertake a reduction of capital?

      A brief summary of why a company might wish to undertake a reduction of capital.

      Part 5: Regulatory framework and procedure for 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.

    • Outline Programme

      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.

      Session 1 – Trading in the Twilight Zone (3 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 (undervalues/transactions defrauding 
      • creditors/distributions/directors’ duties/s. 127 Insolvency act 1986)
      • 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 & Rescue (3 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 (3 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 (3 Hours)

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