Loan Documentation Training Course
Course Highlights and Agenda
An extremely popular course that provides intensive training in the key issues surrounding loan documentation. The course looks at the negotiation phase from a financier and borrower perspective and focuses in detail on a wide variety of different securities and the legal challenges they present.
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Agenda
Operation of Law
- Documentation under English and New York law vs. civil law documentation
- The operation of common law (UK and USA)
- court structures
- precedent
- statute
- appeals
- common law rights - Equitable remedies and defences
- Dispute resolution
- structured finance: expert mediation, international arbitration, the NY convention, cross-border enforcement - Law of the contract
- non-exclusive jurisdiction clauses
- enforcement
The Law of Contract
- Ultra vires: application of old law and new law respectively
- Verification certificates
- Commercial benefit and objects clauses
- Implication of signing under seal
- Deeds
- Pre-contractual issues, the point of contract, non-contractual documents, term sheets and heads of agreement
- Documents that have to be evidenced in writing to be enforceable
- Consideration
- Legality and severance clauses
The Loan Agreement
- The structure of a loan agreement
- layout of the clauses - Clauses raising important commercial issues and their implications
- the negative pledge clause
- cross default and cross acceleration
- material adverse change clause
- representations and warranties
- rights of set-off
- default, covenant breach and grace periods
- reversing waivers of default
- assignment clauses and novation
The Agency Role - Syndicated Loans
- Powers of the agent bank and the agency clause
- Implications of agent exceeding powers
- Credit analysis, information memorandum, ongoing information and reporting
- Legal opinions
- Disclaimers and their effectiveness
- Unfair Contract Terms Act
- Negligence, gross negligence and willful misconduct
- Vicarious liability
- Assignment, novation, silent sub-participation
- Confidentiality
- Conflicts of interest
- Defaults and majority voting rights
Guarantees
- Definition
- The common law position
- Types of guarantee
- all-monies guarantees: potential dangers
- consideration
- post facto guarantees - Termination of guarantees
- Multiple guarantors: implications
- Reviewing specific clauses contained in a standard guarantee document
- conclusive evidence clause
- indemnity clause
- survivorship clause
- variations clause and right to vary terms without knowledge of guarantor - Execution
- Letters of credit: overview
Letters of Comfort
- The legal position
- letters of acknowledgement
- letters of support - Examples of different types of letter of support
- Applying the contractual tests
- Precedents
Security
- Different approaches in different countries
- Principal types of security
- security agency, security trusts and indentures
- pledges, liens, and constructive trusts
- fixed and floating charges
- mortgage debentures
- property security
- security over shares
- assignment of policies
Insolvency Regulation
- Insolvency regimes in the USA
- Chapters 11 and 7 - Insolvency regimes in the UK
- administration, administrative receivership, scheme of arrangement and liquidation - The impact of various forms of insolvent administration on the rights of financiers under their contractual documentation
- Minimizing the negative effects at the time of drafting
- Potential rights against other creditors
- Protecting rights in the immediate period before the onset of insolvency
- Transactions that can be set aside, preferences, transactions at undervalue and extortionate credit
What You Will Learn
Attend this intensive training course and gain a practical knowledge and understanding of:
- Negotiating loan documentation from both the financier and borrower perspectives
- Interpretation of various clauses under common law
- Enforceability issues and pitfalls in the drafting and negotiation of guarantees and letters of support
- Different types of securities including pledges, liens, constructive trusts, fixed and floating charges, mortgage debentures, and security over property, shares and insurance assignments
- Implication of insolvency on the contractual rights of all parties involved
Reviews
"What I liked most about this course was the practical view, concrete cases which is better than listening to a theory…excellent tutor."
"Excellent course. On the face of it, Loan Documentation shouldn’t be an interesting course but I found it very interesting and enjoyable due to the course tutor"
"This could be the best course I've attended! Excellent content, great tutor and fantastic class size. I gained valuable knowledge that will help in my role and excellent all round knowledge of loan documents and lender borrower behaviours."
"Excellent, in content and application"
