This course analyses the law of corporate insolvency and corporate rescue. The course covers both the formal law and the underlying principles and policies, taking into account in so doing distributional consequences and the implications for business planning and strategy. The course focuses on the UK but also considers cross-border issues arising when a company’s assets and liabilities are located in multiple jurisdictions.

1. Introduction: History, evolution and rationales of insolvency law; sources of insolvency law; objectives of the legislation; corporate structure, limited liability and debt financing; definitions of “insolvency”; overview of procedures
2. Phase I - The Living Company: Types of corporate borrowing; creditors’ relationship to the company; fixed and floating charges; causes of corporate failure
3. Phase II – The Opportunity for Corporate Rescue: Decision to avoid liquidation; the Enterprise Act 2002 and “rescue culture”; informal rescue; receiverships and administrative receivership; administration; “pre-packs”; company arrangements
4. Phase III – Reaching Insolvent Liquidation: Winding-up procedures; defining the assets available for distribution to creditors; avoidance provisions; treatment of claims and liabilities; the pari passu principle; anti-deprivation; proof and ranking of claims; insolvency set-off; secured versus unsecured creditors
5. Vulnerable Transactions at Phases I/II/III: Grounds for avoidance; transactions at an undervalue; unlawful preferences; late floating charges; post-petition dispositions; disclaimer of onerous property; transactions defrauding creditors
6. Phase IV – Directors and Employees in the Wake of Insolvency: Duties of directors; liability of directors; disqualification and sanctioning of directors; employees as creditors; employees as workers
7. Special Topic 1 – Multinational Corporations: Emergence of corporate groups; applicable law, jurisdiction and forum; entity versus enterprise; insolvency goals in transnational context; universalism, territorialism and contractualism
8. Special Topic 2 – Coordination Across Borders: Recognition of foreign proceedings; treatment of foreign claims and collection of foreign assets; international recognition of domestic procedures; concurrent and parallel insolvency jurisdictions; the EC Regulation on Insolvency Proceedings and the impact of international institutions on domestic insolvency laws; other cross-border harmonisaton initiatives
9. Special Topic 3 – Strategically Important Financial Institutions: Key problematic cross-border failures of the financial crisis; recent national reforms; international initiatives; policy options for addressing coordination and cooperation