Secured Lending Curriculum

STAGE 1 STRUCTURE AND DOCUMENTATION AND SECURITY ON LAND

PART 1 STRUCTURE

  • Lesson 1 Who is the Borrower? lending to an spv; ringfencing; separateness covenants; structural limitation on recourse; and structural subordination
  • Lesson 2 Security Fundamentals purposes of security; security on shares v security on other assets; rights in rem v rights in personam; hazards; and key clauses

PART 2 DOCUMENTATION

  • Lesson 1 Documentation Part 1 – Security Aspects Documentation structure; the four constituent parts of the security documents; "stripped out" security; application of funds clauses before and after an Event of default.
  • Lesson 2 Documentation Part 2 Key Loan Agreement Issues: money issues; the scope of the agreement's restrictions; grace periods and thresholds; lender default; “snooze you lose” and “yank the bank” clauses
  • Lesson 3 Documentation Part 3 Key Loan Agreement Clauses: Repeating Representations; cross default and cross acceleration; and the material adverse change clause
  • Lesson 4 Title Financing: title financing as an alternative to security (including title retention, repos and finance leases); and disadvantages of title financing
  • Lesson 5 Transferring Secured Loans: Security Agents and Trustees; novations, parallel debt and assignment and assumption

PART 3 SECURITY ON LAND

  • Lesson 1 Security on Land: the issues to consider, including what assets the security attaches to; how it is created; how it is perfected and the implications for drawdown; and how it is enforced

Stage 1 In Depth or Key Facts Quiz

 

 

STAGE 2 GUARANTEES AND INTRODUCTION TO DUE DILIGENCE

PART 1 GUARANTEES

  • Lesson 1 Guarantees Part 1: guarantees and other instruments guarantees, indemnities, performance bonds and comfort letters.
  • Lesson 2 Guarantees Part 2 – Legal Issues: upstream guarantees and transactions at an undervalue
  • Lesson 3 Guarantees Part 3 - Wording: Review of a guarantee

PART 2 INTRODUCTION TO DUE DILIGENCE

  • Lesson 1 Factual Due Diligence: loan due diligence and contractual due diligence; due diligence and conditions precedent, and issues to address (such as title to and saleability of, the secured asset)
  • Lesson 2 Clawback – General Issues: Hazards of security outside insolvency; company law issues; priority issues, rights of third parties and which countries’ laws are relevant?
  • Lesson 3 Insolvency Clawback Part 1: Principal insolvency law issues and international aspects
  • Lesson 4 Insolvency Clawback Part 2: administration, preferences, transactions at an undervalue, floating charges and unregistered charges
  • Lesson 5 Legal Opinions: Which countries? What issues are and are not covered?

Stage 2 In Depth or Key Facts Quiz

 

 

STAGE 3 SECURITY ON RIGHTS AND SECURITY ON MOVEABLES

PART 1 SECURITY ON RIGHTS

  • Lesson 1 Security on Contracts – Contract Terms: Key issues in sale and construction contracts and in income producing contracts such as leases
  • Lesson 2 Security on Contracts – Contract Default: step in rights; step out rights; rights of set off and counterclaim; renegotiation risks; liquidated damages and penalties
  • Lesson 3 Arrangements with Third Parties: direct agreements; notices and acknowledgements of assignment; experts' advice and reports; and reliance letters.
  • Lesson 4 Security on Cash: charge back; set off v security; perfection and registration in an international context
  • Lesson 5 Security on Insurances: types of insurance; captive insurance companies; reinsurances; mortgagee interest insurance; loss payable clauses and application of proceeds pre and post Event of Default
  • Lesson 6 Security on Investments: including shares in a private company and securities held on an exchange such as Euroclear: and the EU Financial Collateral directive
  • Lesson 7 Security on Intellectual Property: main types of intellectual property; hazards of security.

PART 2 SECURITY ON MOVEABLES 

  • Lesson 1 Security on Moveables: International effect; effect of insolvency; ships and aircraft

Stage 3 In Depth or Key Facts Quiz

Compulsory Report

THIS IS THE END OF THE KEY FACTS ROUTE ALTHOUGH DELEGATES MAY WISH TO CONTINUE TO WEEK 4 IF THEY WOULD LIKE A FULLER UNDERSTANDING OF THE LEGAL ISSUES

 


STAGE 4 SECURITY ON RIGHTS, CONT’D, DUE DILIGENCE, CONT’D AND ENGLISH SECURITY

PART 1 SECURITY ON RIGHTS contd

  • Lesson 1 Security on Contracts – Legal Issues Part 1: creation, perfection and effect in an international context;
  • Lesson 2 Security on Contracts – Legal Issues Part 2: clawback and effect of insolvency in an international context
  • Lesson 3 Creation of Security: formalities; restrictions on security holder or secured debts; perfection or registration requirements
  • Lesson 4 Attachment of Security: what does security attach to? Future assets; whole business; incidental or associated assets.
  • Lesson 5 Enforcement: self help remedies; priority on insolvency; other effects of insolvency

PART 2 ENGLISH SECURITY

  • Lesson 1 English Security Concepts: legal and equitable interests; trusts and beneficial ownership; and ownership and possession; and the equity of redemption;
  • Lesson 2 English Security Types: pledges, legal mortgages, statutory mortgages, equitable charges, statutory and equitable assignments and legal, equitable and statutory liens,
  • Lesson 3 Floating Charges: characteristics, advantages and disadvantages in insolvency; security on income
  • Lesson 4 Perfection and Priorities in England: including the bona fide purchaser rule and priority disadvantages of floating charges outside insolvency.

Stage 4 In Depth or Key Facts Quiz