Cross-Border Corporate Insolvency and Restructuring | LAWS6147

Module overview

In an age of globalisation, significant trade is carried on across borders with the result that, when businesses collapse or require restructuring (because of financial difficulties or possibly following takeovers and mergers), there will be a multi-jurisdictional problem. The most pressing concern will be how to manage these cross-border dimensions.

In recent years, the EU has led the way to resolving these problems with innovative cross-border mechanisms to manage insolvencies and restructuring which have attracted world-wide attention. Further, for decades the UK has pioneered a form of restructuring called a scheme of arrangement which also attracts international attention as a method of addressing corporate insolvencies, in particular.

This module will focus on:

The recast EU Insolvency Regulation, currently Regulation 2015/848, as a pre-eminent form of cross-border insolvency regime;
The EU Cross-Border Mergers Directive, currently Directive 2017/1132, as an innovative mechanism for cross-border restructuring within the EU; and
The UK scheme of arrangement under the companies legislation, as an exemplar of a corporate law restructuring mechanism. Many overseas companies have taken advantage of these provisions in recent years.

Aims and Objectives

Learning Outcomes

Transferable and Generic Skills

Having successfully completed this module you will be able to:

Analyse complex written texts and evaluate differing arguments.

Knowledge and Understanding

Having successfully completed this module, you will be able to demonstrate knowledge and understanding of:

The UK scheme of arrangement under the companies legislation, its scope, effect and impact on contractual rights.
The scope, jurisdiction, and application of insolvency framework applicable to cross-border corporate insolvencies governed by EU or Model Law provisions.
The framework of cross-border mergers, especially corporate group mergers, effected under the Cross-Border Mergers Directive

Subject Specific Intellectual and Research Skills

Having successfully completed this module you will be able to:

Communicate effectively knowledge of these cross-border issues and their resolution and present reasoned arguments coherently.
Develop and present written arguments supported by appropriate evidence
Critically evaluate legal materials (legislation, soft law, and cases as appropriate), journal articles, Governmental and non-Governmental reports
Analyse and interpret legal materials, identify key legal principles and issues and, where appropriate, make constructive criticisms and assessment of the main frameworks to manage cross-border restructuring of solvent and insolvent companies, whether through mergers or insolvency proceedings.

Syllabus

The syllabus will focus on three significant legal mechanisms for addressing cross-border group restructurings which are of great importance in a globalised trading environment:

The recast EU Insolvency Regulation, currently Regulation 2015/ 848, examining especially the jurisdictional issues which determine the governing jurisdiction and looking in particular at the application of the Regulation to the resolution of cross-border group insolvencies;
The Cross-Border Merger Directive, especially considering jurisdictional issues focusing on the use of the Directive to enable cross-border group restructuring; and
The UK scheme of arrangement under the companies legislation with particular reference to the flexible restructuring which is possible by virtue of the binding effect of a scheme of arrangement which can trump contractual rights.

Learning and Teaching

Teaching and learning methods

2 hour weekly seminars, with opportunities for individual student presentations on a rota basis which will help you develop your presentation skills. You will receive feedback on your presentation.

Learning activities include:

Directed and additional reading, as per distributed reading lists reproduced on Blackboard;
Engagement with media business reports so that you can relate the materials being discussed to contemporary controversies.

Study time
Type	Hours
Independent Study	130
Teaching	20
Total study time	150

Resources & Reading list

Internet Resources

Blackboard.

Textbooks

Moss, Fletcher and Isaacs (2016). The EU Regulation on Insolvency Proceedings 3rd ed (2016). OUP.

Payne (2014). Schemes of Arrangement: Theory, Structure and Operation. CUP.

Assessment

Formative

This is how we’ll give you feedback as you are learning. It is not a formal test or exam.

Class discussions

Summative

This is how we’ll formally assess what you have learned in this module.

Breakdown
Method	Percentage contribution
Open Book Exam	100%

Referral

This is how we’ll assess you if you don’t meet the criteria to pass this module.

Breakdown
Method	Percentage contribution
Open Book Exam	100%

Repeat

An internal repeat is where you take all of your modules again, including any you passed. An external repeat is where you only re-take the modules you failed.

Breakdown
Method	Percentage contribution
Open Book Exam	100%

Repeat Information

Repeat type: Internal & External