Course overview:
This three-day intensive course will cover all aspects of security documentation focusing on the anatomy of the security document itself and the legal ramifications of an incorrectly drafted document.
Starting with the reasons for taking security, delegates will be guided through the complete security process, from preliminary due dilgence, drafting and negotiating an effective security document, perfecting security and understanding enforcement, to challenges to security, inter-creditor arrangements and cross-border issues. The course will also examine the specific issues at play when taking security across different assets.
This course will cover:
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Why take security?
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Challenges to security
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Fixed and floating charge debentures
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Specific security
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Subordination, priorities and postponement
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Guarantees, indemnities and performance bonds
- Recent developments in legislation and case law
Who should attend:
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In-house lawyers in financial institutions
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Bankers concerned with the negotiation of loans
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Bank executives involved in the negotiation of security documents
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Lawyers in private practice who advise clients on security documents
- Corporate counsel
Day 1
Introduction
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Why take security?
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Mortgages, charges, pledges and liens
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Retention of title
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Leases and hire purchase agreements
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Invoice discounting and factoring agreements
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All monies security; specific security
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Whose obligations are being secured?
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Syndication – security trustees
Some general principles
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Legal and equitable title
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Legal and equitable charges, assignments or mortgages
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Fixed and floating charges
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Redemption and clogs on the equity of redemption
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The rule in Dearle v Hall; Clayton’s case
Preliminaries to taking security
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Capacity
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Authorisation
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Insolvency
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Prior charges
Challenges to security
Perfecting security
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Registration: companies house
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Registration: land, ships, aircraft, intellectual property
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Notices to third parties: assignments of contracts and deposits
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Notices to prior charge holders
Anatomy of a security document
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Deed or agreement
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Parties
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Definitions and interpretation
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Covenant to pay
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Charging clause
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Representations and warranties
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Covenants: positive and negative
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Insurance
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Powers to remedy
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Powers of enforcement
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Power of attorney
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Application and appropriation
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Other clauses
Debentures
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Fixed and floating charges revisited
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Charges over book debts: the Spectrum decision
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Receivers and administrators: Enterprise Act 2002
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Floating charges – disadvantages
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Key clauses and key issues
Homework briefing: As homework, delegates will consider a flawed security document to determine its positive and negative attributes
Day 2
Security over land
Securty over ships, aircraft and other chattels
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Ships
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Statutory mortgages, non-statutory mortgages, deeds of covenant and general assignments
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Time charterparties and bareboat charterparties
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Key clauses and key issues
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Registration
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Enforcement
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Aircraft
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Mortgages
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Key clauses and key issues
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Registration
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Enforcement
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Chattels
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Mortgage or charge?
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Three practical limitations
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Key clauses and key issues
Security over contracts
Security over cash deposits
Homework briefing: As homework, delegates will be asked to prepare a review strategy for a set of security documents.
Day 3
Security over shares and other securities
Security over intellectual property
Guarantees, indemnities and performance bonds
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Guarantees, indemnities and performance bonds distinguished
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Corporate guarantees – due diligence
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Challenges
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Key clauses and key issues
Subordination, priorities and postponement
Cross-border issues
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Conflict of laws
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Conflicts – contractual issues
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Conflicts – proprietary issues (land)
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Conflicts – proprietary issues (goods)
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Conflicts – proprietary issues (intangibles)
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Legal advice
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Enforcement
Case studies: In this session delegates will look at a series of case studies involving various types of security to draw out some of the key issues covered by the course.
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The course instructor is a solicitor with over 20 years experience of international and domestic banking transactions, including syndicated loans and structured finance. He was a partner in the Banking Department at Norton Rose until 1995 and now continues to head a niche finance practice at Cheltenham based law firm Rickerbys. As well as secured lending transactions, his current practice includes equipment leasing and invoice discounting. He is highly recommended as one of the leading experts in his field by Chambers independent legal directory.
Courses run by this instructor
Interested in holding this course in-house? Please fill out your details and a member of our team will be in touch with more information.
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