SCHOOL OF LAW Year 2012/13 Term 2 CORPORATE INSOLVENCY LAW

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1 SCHOOL OF LAW Year 2012/13 Term 2 LAW429 CORPORATE INSOLVENCY LAW Instructor: Assoc. Prof. (Pract.) Stephen Bull Tel: stephenbull@smu.edu.sg Office: Room 4-039, Level 4, School of Law (School of Accountancy/School of Law building) Consultation: Please contact me to arrange. COURSE DESCRIPTION Insolvency law is concerned with debtors who are unable to pay their debts. This course will consider the rules and processes which the law has developed to address this ever-present problem, with a focus on debtors which are companies. In particular it will cover, in more depth than in LAW205, the formal processes available in Singapore receivership, schemes of arrangement, judicial management and liquidation. In those contexts, the substantive policies and principles of the law will be addressed e.g., the pari passu principle, the concept of set-off, and the avoidance of suspect transactions entered in the run-up to insolvency. In addition, the course will consider informal debt restructurings (work-outs), and also introduce the issues and developing law relating to cross-border insolvencies. It is aimed to have some practitioner involvement in aspects of the course, possibly by way of a workshop dealing with a hypothetical insolvency scenario. The Government s Insolvency Law Review Committee issued a major law reform report in October 2013 and the course will address some of the main changes proposed. PREREQUISITES EITHER: LAW205 Corporate Law OR: LGST201 Company Law with min Grade 'A' Note: Although not pre-requisites, it is recommended that students have completed (or at least be enrolled in) Law of Property and Law of Equity and Trusts when taking this course. Corporate Insolvency Law 2013/14 T2-1 -

2 RECOMMENDED TEXTS AND READINGS RECOMMENDED TEXTS Roy Goode, Principles of Corporate Insolvency Law (4 th (student) edition (2011) or 3 rd (student) ed, Sweet & Maxwell, 2005) CH Tan (ed), Walter Woon s Company Law in Singapore (revised 3 rd ed, 2009) SINGAPORE LEGISLATION AND CASE LAW Students will also need to download pertinent Singapore legislation and case law from online databases such as LawNet as the course progresses. Legislation will include: Companies Act Bankruptcy Act Companies Winding Up Rules Bankruptcy Rules Companies Regulations Companies (Application of Bankruptcy Act) Regulations INSOLVENCY LAW REFORM Reference will also be made to the Report of the Insolvency Law Review Committee ( ILRC ) dated October The Report can be downloaded from the MinLaw website. SUPPLEMENTARY REFERENCE TEXTS Students may sometimes find it helpful to look at particular areas in more detail or from another perspective. The following is a non-exhaustive list of texts on areas relevant to the course. It is not necessary to buy any of these texts which are available in the Library. 1. Andrew Keay and Peter Walton, Insolvency Law: Corporate and Personal (Jordan Publishing, 3rd edition, 2012) provides a descriptive overview of the UK insolvency regimes, with somewhat less focus than Goode on the underlying principles. 2. Vanessa Finch, Corporate Insolvency Law: Perspectives and Principles (Cambridge University Press, 2 nd edition, 2008). this book describes and critiques UK insolvency law from a theoretical perspective, with particular focus on the efficiency of the processes. 3. Thomas H. Jackson, The Logic and Limits of Bankruptcy Law (Beard Books, USA, 2001) originally published in 1986, this very influential American text attempts to explain insolvency law in law-and-economics terms. 4. Andrew Chan (ed), Law and Practice of Corporate Insolvency (Singapore, LexisNexis, 2005). this is a practitioner-oriented local text. Corporate Insolvency Law 2013/14 T2-2 -

3 COURSE METHODS The course will be conducted in seminar sessions of 3 hours each per week. There will be a short break after the first hour and a half, or as necessary. A detailed outline of each seminar, together with the requisite reading instructions and materials will be posted in elearn before each class. ASSESSMENT METHOD Class Participation - 10% Group Assignment - 25% (i.e., 20% for the written assignment (combined grade) and 5% for individual oral presentation) Midterm Test - 20% Final Examination - 45% TOTAL - 100% Note: The above is subject to confirmation at the start of the course and may be revised if there is a practitioner-led workshop (eg, the group assignment may be substituted by a group paper for the workshop). Class Participation You will be assessed on your participation in class throughout the course. This means, as a general rule, that the more actively you contribute, the higher your grade. To contribute effectively, therefore, you should complete the relevant assigned reading as well as exercises prior to attending the seminar. Quite apart from the grades allotted, active participation by students will create a vibrant and interactive environment conducive to learning. Class participation comprises 10% of the final grade. Group Assignment Students will be grouped into teams of 2 to 5 persons each (depending on the class size). Assignments will typically take the form of hypothetical problems. The assignment will require students to study and present, in written memorandum form, the group s analysis of and views on the legal issues arising from the hypothetical situation. Students are also required to make an oral presentation in class of their analysis and views on such a problem. Teams may also be assigned to comment on or question another team s presentation. The assignments will be graded in the proportion of 20% for written assignment (common grade unless there is substantial disparity in individual contribution to group work) and 5% for oral presentation (based on the individual s performance). Students will be able to form their own groups voluntarily so long as group numbers are as even as possible. Generally, topics are given out about a week before the due date. Corporate Insolvency Law 2013/14 T2-3 -

4 Note: if a workshop with practitioner involvement is confirmed for this semester, consideration will be given to merging the group assignment requirement with group participation in the workshop. Mid-term Test A mid-term test will be held around the time of the mid-term recess. It is likely to be a 1 to 1.5-hour open-book test consisting of one or two questions in the form of hypothetical problems (or, more rarely, essay questions). The mid-term test mark will comprise 20% of the final grade. More details will be given closer to the time. Final Examination The final examination is likely to be a 2-hour open-book paper comprising problem and/or essay questions. The final examination will comprise 45% of the final grade. ACADEMIC INTEGRITY All acts of academic dishonesty (including, but not limited to, plagiarism, cheating, fabrication, facilitation of acts of academic dishonesty by others, unauthorized possession of exam questions, or tampering with the academic work of other students) by students are serious offences. All work (whether oral or written) submitted for purposes of assessment must be the student s own work. Penalties for violation of the policy range from zero marks for the component assessment to expulsion, depending on the nature of the offence. When in doubt, students should consult the instructor of the course. Details on the SMU Code of Academic Integrity may be accessed at CLASS SCHEDULE Week Seminar Topic 1 1 INTRODUCTION AND OVERVIEW 2 2 LIQUIDATION (1) - INITIATION AND PROCESS 3 3 LIQUIDATION (2) - ASSETS 4 4 LIQUIDATION (3) LIABILITIES AND CLAIMS Corporate Insolvency Law 2013/14 T2-4 -

5 Week Seminar Topic 5 5 LIQUIDATION (4) AVOIDANCE OF TRANSACTIONS; DIRECTORS LIABILITIES 6 6 JUDICIAL MANAGEMENT 7 7 RECEIVERSHIP (1) 8 - MID-TERM RECESS WEEK 9 8 RECEIVERSHIP (2) 10 9 SCHEMES OF ARRANGEMENT CROSS-BORDER INSOLVENCY; INFORMAL RESTRUCTURINGS/WORKOUTS ASSOCIATE S TALK/WORKSHOP* AND/OR PRESENTATIONS SEE WEEK REVISION WEEK (NO SEMINAR) 15/16 - FINAL EXAMINATION (SCHEDULED FOR XX APRIL 2013) * Date of any workshop to be confirmed. Note: The above schedule is subject to change. Corporate Insolvency Law 2013/14 T2-5 -