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Insolvency Law

Expert guidance on all aspects of corporate and personal insolvency

28 JAN 2013

Insolvency LLM module starts tonight at Kingston Law School - join in virtually!!

The LLM module on insolvency law kicks off tonight at KLS. I thought it might be fun if readers (who were so inclined) could follow the course virtually, and perhaps contribute to discussions via twitter, etc, To that end I include the reading list below:

" LLM036 : INSOLVENCY LAW

 

Course Outline 2012/2013

 

 

I.          HISTORY, ROLE AND OBJECTIVES OF CORPORATE INSOLVENCY PROCEDURES (Week One and Two Lectures)

 

            Introduction: Aims and Objectives

 

-           aims and theoretical foundations of corporate insolvency law

 

            -           history and sources

 

            Outline of Procedures Available and Insolvency Practitioners

 

            The Legal Identity of the Enterprise, the Significance of Limited Liability

       

            What Is Insolvent?

 

 

II.        AVERTING LIQUIDATION (Week Three, Four, Five Seminar)

 

a)         Rescue Procedures I

 

            -           who becomes insolvent?  Causes of corporate failure 

           

-           the decision to rescue or wind-up - who makes it and on what grounds?

 

            -           informal rescues

 

b)         Rescue Procedures II

 

            -           receiverships and administrative receiverships

 

            -           administration and company voluntary arrangements

 

-           comparison of administration with Chapter 11, U.S. Bankruptcy Code

 

 

III.       LIQUIDATION (Week Six, Seven, Eight, Nine Seminars)

 

a)         Winding-Up and Control of Procedures

 

            -           nature and scope of winding-up process

            -           liquidators

-           relative powers and involvement of the court, management, secured and unsecured creditors

 

b)         The Winding-Up Process: Gathering Assets

 

-           the avoidance of transactions: policy underlying the avoidance provisions: the provisions

-           the distribution of assets: the pari passu principle: preferential claims; unsecured creditors

 

c)         Security Devices for Consumer Creditors and Commercial Suppliers

 

            -           retention of title clauses

            -           trust property

 

d)         Secured Creditors

 

            -           is the law too favourable to secured creditors?

 

IV.       REPERCUSSIONS OF CORPORATE INSOLVENCY ON INDIVIDUALS (Week Ten Seminar)

 

a)         Company Directors

 

-           personal liability of directors; disqualification of directors and control over subsequent commercial activity; duties to creditors?

 

b)         Employees

 

-           employees as creditors and as workforce.  Individual employment rights in the continued enterprise

 

V.        EUROPEAN AND INTERNATIONAL DIMENSIONS (Week Eleven Seminar)

 

European Council Insolvency Proceedings Regulation and the UNCITRAL Model Law

            - the road to a universal bankruptcy system for Member States and to international co-operation on insolvency matters?  Reciprocal assistance between insolvency courts?

 

 

 


Bibliography

 

 

You are advised to buy:

 

1. Finch, Corporate Insolvency Law:  Perspectives and Principles (2nd ed; Cambridge University Press, 2009)

 

2. An up-to-date legislation handbook.  This can be the Companies Legislation Handbook, (as long as it contains the Insolvency Act 1986, as amended, including Schedule B1) e.g. Blackstone’s Statutes on Company Law 2010/11 (OUP) (or the latest edition of the Butterworth’ Company Law Handbook, now the 24th ed).

 

J. Tribe’s Core Statutes on Insolvency Law and Corporate Rescue (2008) (Palgrave Macmillan) is recommended (although it is now out of print so you will have to source a second hand copy).

 

Other books referred to in the course:-

 

Belcher - Corporate Rescue (1997) Sweet & Maxwell

 

Clarke - Current Issues in Insolvency Law (1991) Current Legal Problems (Stevens)

 

Cork Report - Report of the Review Committee on Insolvency Law and Practice (1982) Cmnd 8558

 

Cork, Cork on Cork (1988) Macmillan

 

Cornish and Clark - Law and Society in England (1989) Sweet & Maxwell

 

Cranston (ed.) - Making Commercial Law (1997) (Clarendon, Oxford)

 

Davies – Gower & Davies’ Principles of Modern Company Law (2008) (8th ed.) Sweet and Maxwell

 

Ferran - Company Law and Corporate Finance (1999) OUP

 

Fletcher - The Law of Insolvency (2009) Sweet and Maxwell (4th ed.)

 

Fletcher, Insolvency in Private International Law (2nd ed) (2005)

 

Getzler and Payne (eds) – Company Charges: Spectrum and Beyond (2006) OUP

 

Goode – Principles of Corporate Insolvency Law (3rd ed) (2005) Sweet and Maxwell 

 

Goode - Legal Problems of Credit and Security (2008) 4th Ed., Sweet & Maxwell

 

Justice Report - Insolvency Law: An Agenda for Reform (1994)

 

Keay & Walton – Insolvency Law – Corporate and Personal (2nd ed) (2008) Jordans

 

Lingard - Corporate Rescues and Insolvencies (2nd Ed.) Butterworths (1989)

 

Milman and Durrant - Corporate Insolvency: Law and Practice (1999) Sweet & Maxwell (3rd ed)

 

Milman (ed.) - Regulating Enterprise (1999) (Hart)

 

Norton Annual Review of International Insolvency (2009 Ed.) (West)

 

Omar (ed) International Insolvency Law: themes and perspectives (2008, Ashgate)

 

Pettet - Company Law in Change (1987) Stevens

 

Posner - Economic Analysis of Law (latest ed.)

 

Rajak (ed) - Insolvency Law: Theory and Practice (1993) Sweet & Maxwell

 

Rajak - Sourcebook of Company Law (2nd ed.) (1995) Jordans

 

Sealy and Milman - Annotated Guide to the Insolvency Legislation (2010, 13th ed)

 

Swadling (ed) – The Quistclose Trust:  Critical Essays (2004) Hart

 

Tolmie – Corporate and Personal Insolvency Law (2003) (2nd ed.) Cavendish

 

Ziegel (ed) - Current Developments in International & Comparative Corporate Insolvency Law (1994) OUP

 

References will also be made to articles in English and American journals available at the HEIN ONLINE AND WESTLAW.

 

 


 

 

 

 

 

 

 

 

 

 


 

1.         HISTORY, ROLE AND OBJECTIVES OF CORPORATE INSOLVENCY LAW

 

a)         History of Insolvency Law (Week One)

 

*Finch, Corporate Insolvency Law, pp.9-19

Cork - Report of the Review Committee on Insolvency Law and Practice (1982) Cmnd 8558 Ch. 2, paras 26-57, 111-114.  Ch. 48, paras 1866-78. (copies in library)

*Goode - Principles of Corporate Insolvency Law - Ch. 1, pp. 6-12.

Cornish and Clark - Law and Society in England 1750-1950 - Ch. 3, pp 230-37, 246-66.

 

-           Bear in mind any comparisons/contrasts between personal insolvency and corporate insolvency.

 

-           Bear in mind the overlap between business and personal bankruptcy.

 

-           Is any stigma attached to corporate insolvency?  If not, why not?

 

 

b)         Aims and Theoretical Foundations of Corporate Insolvency Law (Week Two)

 

*Finch, Corporate Insolvency Law, Ch.2 and pp.27-28

Cork - Report of the Review Committee, (see above), Chs. 1, 4, 43, paras 1734-44

*Keay & Walton – Insolvency Law (2nd ed), Ch.3

Prentice - Effect of Insolvency on Pre-Liquidation Transactions (in Company Law in Change: (ed. Pettet)) - pp 69-75

Goode - Principles of Corporate Insolvency Law - Ch. 1; Ch.2, pp. 39-49, 60-67.

Jackson - Logic and Limits of Bankruptcy Law - Introduction, Ch. 1. (Offprints – P2250 a/b)

 

 

-           What is corporate insolvency law?

 

-           What are the principal characteristics of insolvency proceedings?

 

-           What are the aims of corporate insolvency law?

 

-           Are there any theories of insolvency law which could help us explain or justify the principles and purposes of insolvency law?

 

 

 

c)                  Outline of Procedures (Week One and Two)

 

*Finch, Corporate Insolvency Law, pp. 19-27

Keay & Walton, Insolvency Law (2nd ed), pp.41-2

Cork - Cork on Cork, Ch.10 (Course Coll. HF5604, 5 C67, C79)

Frieze, ‘A Company in Difficulty: the Alternatives’ (2008) Insolvency Intelligence 124 (Electronic journals)

 

-           What are the principal corporate insolvency procedures? 

 

-           What are the general objectives behind these procedures?  (We will assess if they are being achieved later in the course.)

 

-           Reform of procedures?

 

 

e)         Insolvency Practitioners (Week One and Two)

           

*Finch, Corporate Insolvency Law, Ch.5, pp. 178-221

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