Programme Agenda

Tuesday 8th September 2009

8:00  Registration and Coffee

9:00  Chair’s Opening Remarks

Sir Gavin Lightman, former Judge, Chancery Division

9:15  Introduction to Insolvency Proceedings

Robin Tutty, Partner, Head of Cross-Departmental Restructuring Group, Field Fisher Waterhouse

The insolvency landscape

  • the background and origins of current insolvency law
  • the Cork Report
  • the Insolvency Acts 1985 and 1986
  • the Company Directors Disqualification Act 1986
  • the Insolvency Act 2000
  • the Enterprise Act 2002

An overview of the main insolvency procedures

  • company voluntary arrangements
  • administration
  • liquidation (compulsory and voluntary)
  • LPA or fixed charge receivership
  • schemes of arrangement
  • special regimes for banks and financial institutions

Non-statutory procedures

  • standstills and restructuring

International legislative and regulatory background

  • UNCITRAL model law on cross-border insolvency
  • EC Regulation on Insolvency Proceedings 2000
  • cross-border insolvency regulations 2006
  • the European Communication and Cooperation Guidelines for Cross-Border Insolvency

 
10.15  Morning Refreshments

10:30 Liquidation Procedures and Challenges

Peter Manning, Partner, Head of London Corporate Recovery and Restructuring Practice, Simmons & Simmons

  • Understanding the three types of liquidation
    • members voluntary
    • creditors voluntary
    • compulsory
  • What entities can be subject to liquidation
  • Choosing the right liquidation
  • Liquidation meetings including voting
  • Liquidators powers, with and without sanction
  • Swelling the estate
    • antecedent transactions including preferences and transactions at an undervalue
    • directors’ liabilities
    • claims against third parties
  • The effects of liquidation
    • security and quasi security rights
    • contracts generally
    • disclaiming onerous property
  • Pari passu, alive or dead?
    • set off
  • Creditor claims, including:
    • ranking
    • preferential creditors
    • proving
    • dividends
  • Dissolution

      
11:30    Key Considerations in Administration and How to Conduct Administration Proceedings Efficiently and Effectively

Robin Tutty, Partner, Head of Cross-Departmental Restructuring Group, Field Fisher Waterhouse

  • Post Enterprise Act status
  • Methods of appointment
    • By the court
    • By the company or its directors
    • By the holder of a “qualifying floating charge”
  • Notice of intention to appoint
  • Creating a moratorium
  • Procedure and conduct of administration
  • Duties, powers and role of administrators
  • Administration expenses

12:30         Exploring Alternatives to Liquidation and Administration

Karl Clowry, Partner, Paul Hastings

  • Assessing the pros and cons of the different alternatives available to a winding-up, given legal, financial and operational constraints
  • Schemes of arrangement and company voluntary arrangements
    • in what situations will an arrangement be appropriate?
    • completing an arrangement and recent developments in their conduct
  • Receivership
    • indemnification issues
    • relevance in recent restructurings
    • nature of recoveries
  • Debt/equity swaps - resultant control and other equity structuring considerations
    • potential pitfalls
      • difficult capital structures and intercreditor issues
      • difficulty of getting unanimous consent in out of court restructurings
      • credit bids

1:30  Networking Lunch

3:00     Assessing the Advantages and Disadvantages of Pre-Packaged Administrations

Malcolm Cohen, Partner, BDO

Mark Fennessy, Partner, Orrick

  • When and why are they are used?
    • how a pre-pack differs from a normal administration
    • what is the structure used?
    • which types of business are best-suited to pre-packs?
  • What are the key advantages and disadvantages of using a pre-pack?
    • "rescue culture" - saving the company versus saving the business
    • lack of involvement of creditors
    • involvement of connected parties
    • lack of transparency
  • The implications of SIP 16
    • context and background for the implementation of SIP 16
    • practical implications for insolvency practitioners
  • Creditor considerations in relation to pre-packs
  • Employee considerations in relation to pre-packs
    • TUPE
    • recent decision in Oakland v Wellswood and the issue of the non-applicability of TUPE in relation to a pre-packaged deal

4:00 Afternoon Refreshments

4:15 Comparing and Contrasting Insolvency Regimes in the US and Key European Jurisdictions

Sven Schelo, Partner, Linklaters (Germany)

Richard Bussell, Partner, Linklaters (United Kingdom)

Cécile Dupoux, Partner, Linklaters (France)

  • A refresher on the key terms and procedures
  • A review of the regimes in the UK, France and Germany, comparing key restructuring tools used under each
    • voting thresholds
    • control
    • DIP financing
    • cram down mechanics
    • “pre-pack” mechanisms
    • role of non-financial creditors
  • Cross border insolvencies: Europe and US
    • assessing the options
    • use of US procedures -- Chapter 15/Chapter 11
    • implementation planning
  • Assessing the German insolvency landscape
    • pre-packs in Germany
    • double-sided trust agreements
    • restructurings of LBOs 
    • debt-to-equity swaps and the proposed changes to insolvency law
    • when does an insolvency plan make sense ? 
    • self administration 
    • financing in insolvency proceedings

5:30  Closing Remarks of the Chair and Summer School Adjourns Day One