ENFORCEABILITY ISSUES • SYNDICATED LOAN AGREEMENTS • COMMERCIAL NEGOTIATIONS

Learn how to effectively negotiate, draft and document, syndicated loans and major loan agreements.

Address Key Issues

Explore enforceability issues and pitfalls of drafting agreements

Gain A Full Understanding

Learn all you need to know about standard documentation for syndicated loans

Key Takeaways

Enhance your knowledge to improve your review of legal documentation

Understand how the legal system works in the context of
international financing transactions.

The course focuses on corporate loan documentation drawn up under common law systems – in particular English law and New York law – which dominate the international syndicated loan market.

IN JUST 3 DAYS YOU WILL

  • Circumstances where the operation of law prevents the enforcement of agreements;
  • Cross-border enforcement issues in international transactions;
  • The structure and componentry of standard form syndicated loan agreements;
  • The interface of the commercial negotiations and the drafting of terms;
  • Liability for negligence of third parties (e.g. valuers, consultants, legal opinions) and the syndicate agent;
  • The vulnerability of guarantees;
  • The enforceability of letters of comfort and support;
  • The special circumstances of documenting loans to SPVs;
  • The impact of insolvency.

MEET YOUR TRAINER

Our Expert Trainer has a exceptional blend of experience in Law, Corporate Banking, Investment Banking, Corporate Financial Management, General Management and Workout.

During the course of his professional experience, our Expert Trainer has consulted on a range of power generation, LNG, mining, and petrochemical projects, as well as undertaking project vetting for a number of clients. He has worked for a number of the largest financial institutions around the world in various senior finance-related roles.

He has gained a worldwide reputation for the quality and depth of his training courses which have been developed and presented over 25+ years.

Organisations that will benefit:

  • Banks
  • Large Corporations
  • Financial Services
  • Law Firms

Who will attend:

  • Corporate Treasurers and Assistant Treasurers
  • Financial Controllers
  • In-house Legal Staff
  • Corporate Relationship Managers
  • Portfolio Managers
  • Loans Administration
  • Loan Syndications Staff
  • Management Consultants
  • Legal Practitioners

COURSE AGENDA

Day 1: The Legal System ⇓

  • The Legal System
    The Common law of contract works differently to Civil Law. This section explains how contract law works and how disputes are resolved.
  • Pre-Requisites for Enforceability
    Whether we are looking at loan agreements, guarantees, security documents or other agreements related to financings – the agreement will be void and unenforceable if there are certain defects. This is the easiest way for a financier to lose money.
  • Loan Agreement – Key Clauses
    We focus on a number of clauses – either because they are commonly misunderstood, or because they are the key battlegrounds between lender and corporate borrower.

Day 2: Responsibilities of the Agent Bank in Syndicated Lending ⇓

  • LMA Walk-Through
    A central focus of this course is a walk-through of the remaining clauses in the LMA standard that were not covered on Day One.
  • Negligence and the Agency Clause
    When things go wrong, it is often the case that financial loss has been caused to financiers by the negligence of either the Agent Bank, or that of valuers or technical consultants. We explore liability for negligence, the tests that are applied to determine if disclaimers are effective in ‘escaping’ liability.
  • Corporate Guarantees
    Common law guarantees are documents that have a number of technical phrases and words. The legal effect of the document can be inadvertently altered if those negotiating the wording are unaware of those technical issues. A detailed explanation of each clause is therefore undertaken in this session.
  • Letters of Support / Comfort Letters
    Some comfort letters are enforceable as contracts, others are not. The documents by their nature are vague as to their contractual status, but we go through the method of determining their enforceability.
  • Security Issues
    A brief overview of the various types of security. The detail is jurisdictionally specific, so will be adapted to suit relevance for the participants on the course.

Day 3: Where the borrower is a Special Purpose Vehicle ⇓

  • Where the Borrower is a Special Purpose Vehicle
    In limited recourse financings and leveraged buyouts, there are particular issues that need to be addressed in the documentation. This session details those issues.
  • Insolvency Law
    Where there is a clash between what the parties have agreed in the contract and the operation of Insolvency law, the latter takes priority. So lenders in particular need to understand how insolvency law can affect their rights, and override their protections.
  • Main Case Study
    The case study at the end of the course is designed to test the application of what has been learned in a practical, problem-solving context.

BROCHURE

IN-HOUSE

If you have a team of three or more, our experts can come to you!

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