Information of the subject

1. Course details

1.1. Content area

Financial Distress and Business Restructuring

1.2. Course nature

Optional

1.3. Course level

Grado (EQF/MECU 6)

1.4. Year of study

466 - Graduado/a en Derecho: 4
686 - Graduado/a en Derecho (2016): 4
687 - Graduado/a en Derecho y en Administración y Dirección de Empresas (2016): 6
731 - Graduado/a en Derecho y en Administración y Dirección de Empresas (2019): 6

1.5. Semester

Indeterminado

1.6. ECTS Credit allotment

6.0

1.7. Language of instruction

English

1.8. Prerequisites

Having spoken and written fluency in English. Classes will be taught in English. All the materials will be available in English. Oral and written presentations must be made in English.

1.9. Recommendations

Not applicable

1.10. Minimum attendance requirement

Not applicable

1.11. Subject coordinator/s

Mauricio Troncoso Reigada

1.11.1. External coordinator/s

Not applicable

1.12. Competences and learning outcomes

1.12.1. Competences

Not applicable

1.12.2. Learning outcomes

Not applicable

1.12.3. Course objectives

1. General Objectives

The course aims to:

-Understand and discuss the rationality of business restructuring within the framework of Insolvency law.

-Build on students' skills by developing abilities in legal reasoning, research, legal writing and critical analysis of complex legal texts.

-Produce independent learners who have the ability to access and manipulate legal resources and who can plan and manage their workload effectively.

-Develop students' abilities to communicate complex legal concepts that apply within the areas of business reorganizations and insolvency law.

2. Specific Objectives

This course reflects the rapid growth in the development of business restructuring practice in the European Union and, even, globally. Thus, the course will consider the most important aspects of business restructuring, assessing international influences that affect this area of law, as well as its impact in other fields of law (i.e., corporate law).

This course focuses on the study of the different responses to financial distress, ranging from formal legal instruments (insolvency proceedings) to informal ones (restructuring arrangements). A particular attention will be paid to the Directive (EU) 2019/1023, on preventive restructuring frameworks, second chance and measures to increase the efficiency of restructuring, insolvency and discharge procedures.

This Course will help students to acquire a significant level of knowledge and to develop a critical insight into this field.

1.13. Course contents

1. Financial distress & Insolvency

2. Principles and policies underlying the rescue of financially distressed companies and businesses.

3. Formal legal procedures available for dealing with businesses in financial distress: eg. Chapter 11 (US).

4. Informal approaches to business restructuring: eg. Schemes of Arrangement (UK).

5. The Directive (EU) 2019/1023, on Preventive Restructuring Frameworks.

   1. Early Warning Tools and Preventive Restructuring Frameworks

   2. Debtor in Possession

   3. Stay on Enforcement of Actions

   4. Restructuring Plans

   5. Restructuring Debt and Equity to create Corporate Value

   6. New Financing: Protection for New Fresh Money

   7. Duties of Directors

6. Second Chance for Entrepreneurs

A syllabus will be available at Moodle website at the beginning of the semester.

A. Lectures

This Course will consist of lectures, aiming to teach theoretical aspects and practical skills on business restructuring.

Lectures will be organized according to a schedule which will be available at Moodle website at the beginning of the semester.

Before each lecture, students will be provided with learning materials –a short case and readings- to be prepared prior to attending lectures. Such preparatory work will provide the stimulus for class-based discussion and analysis.

A student will present the case to the class and discuss it with his/her mates under the supervision of the lecturer (45 min. aprox). Lecturers will sum up the conclusions reached by students after the discussion and develop the topic on the basis of these findings.

B. Seminars

This Course will also consist of Seminars, aiming to analyse and discuss different cases, which will be resolved by students. The number of Seminars will be specified at a later date.

Students will be provided with preparatory work to be undertaken prior to attending seminars. Students will be asked to contribute to and to lead discussions and may be asked to present a pre- prepared paper to the class.

C. Tutorial sessions

This Course will consist of 1 Mandatory tutorial session.

1.14. Course bibliography

• Baird, D.G., The Elements of Bankruptcy, Foundation Press (last edition).
• Gilson, S.C., Creating Value through Corporate Restructuring. Cases Studies in Bankruptcies, Buyouts, and Breakups, Wiley, 2001.
• Goode, R., Principles of Corporate Insolvency Law, Sweet & Maxwell (last edition).
• Jackson, T.H., The Logic and Limits of Bankruptcy Law, 1986, Harvard University Press.
• Mc. Cormack et al., European Insolvency Law, EE Publishing, 2017.
• Payne, J., Schemes of Arrangement. Theory, Structure, and Operation, CUP, 2014.
• Pilkington, C., Schemes of Arrangement in Corporate Restructuring, Sweet & Maxwell, 2013.
• Squire, R., Corporate Bankruptcy and Financial Reorganization, Wolters Kluwer, 2016.
• Tollenaar, N., Pre-Insolvency Proceedings. A Normative Foundation and Framework, OUP, 2019.
• The World Bank, Principles for effective insolvency and creditor/debtor regimes, 2016, available at http://pubdocs.worldbank.org/en/919511468425523509/ICR-Principles-Insolvency-Creditor-Debtor-Regimes-2016.pdf

2. Teaching-and-learning methodologies and student workload

2.1. Contact hours

2.2. List of training activities

3. Evaluation procedures and weight of components in the final grade

3.1. Regular assessment

Not applicable

3.1.1. List of evaluation activities

The final exam will consist on a written test, whose format will be specified at a later date.

3.2. Resit

• Extraordinary Examination Session:

The second-chance exam will be similar to the final exam.

• Students Enrolled for a Second Time:

The marks corresponding to the Continuous Assessment obtained in previous enrolments will not be kept in second and successive enrolments.

3.2.1. List of evaluation activities

4. Proposed workplan

Check proponed workplan at Moodle website.