Security Documentation

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 diligence, 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. How this course will help you This course will cover: Why take security? Challenges to security Fixed and floating charge debentures Specific security Subordination, priorities and postponement Guarantees, indemnities and performance bonds Recent developments in legislation and case law Who should attend In-house lawyers in financial institutions Bankers concerned with the negotiation of loans Bank executives involved in the negotiation of security documents Lawyers in private practice who advise clients on security documents Corporate counsel
Day 1 Introduction Why take security? Mortgages, charges, pledges and liens Some general principles Legal and equitable title Legal and equitable charges, assignments and mortgages Fixed and floating charges Challenges to security Transactions at an undervalue Voidable preferences Floating charges Financial assistance Anatomy of a security document (part 1) Deed or agreement Parties Definitions and interpretation Covenant to pay Charging clause Representations and warranties Covenants: positive and negative Insurance Anatomy of a security document (part 2) Powers to remedy Powers of enforcement Power of attorney Application and appropriation Other clauses Debentures Fixed and floating charges revisited Charges over book debts; the spectrum decision Receivers and administrators Floating charges – disadvantages Key clauses and key issues Security over land Preliminaries – investigation of title and other matters Key clauses and key issues Day 2 Security over land (continued) Key clauses and key issues (continued) Enforcement Security over contracts General principles Key clauses and key issues Enforcement Step-in agreements Security over cash deposits Charge, assignment or set-off? Key clauses and key issues Financial collateral Security over shares and other securities Preliminaries Mortgage or charge? Depository systems Listed securities – CREST Key issues and key clauses Financial collateral Guarantees, indemnities and performance bonds Guarantees, indemnities and performance bonds distinguished Corporate guarantees – due diligence Challenges Key clauses and key issues Syndicated lending Some general principles Who takes security? Drafting issues Cross-border issues Cross-border issues Conflict of laws Conflicts – contractual issues Conflicts – proprietary issues (land) Conflicts – proprietary issues (goods) Conflicts – proprietary issues (intangibles) Insolvency Legal advice Enforcement