UCL FACULTY OF LAWS

LLM Programme

The taught modules offered on the LLM programme vary from year to year. Please check the full list of taught modules list for details of modules running in specific academic years. We make every effort to ensure that every module will be offered, but modules are subject to change and cancellation. You are therefore advised to check this site regularly for further updates throughout the year preceding entry to the LLM programme.


CORPORATE INSOLVENCY I: LIQUIDATION AND ITS CONSEQUENCES (LAWSG090)
Credit value: 15 credits (6 ECTS)
Module Convenor: Professor Ian Fletcher Other Teachers: Professor Michael Crystal QC (Visiting Professor)
Content

Summary:

The module covers the law of England and Wales relating to the insolvency of companies. The principles of the law are studied together with the relevant statutory and case law authorities, and are evaluated in the light of evolving legal policy and proposals for reform. Although the course is primarily concerned with English law, some reference is made to developments in other jurisdictions. The impact of relevant aspects of EU law is also considered.

We deal with the winding up of insolvent companies and with the treatment of assets and claims upon liquidation. This also includes a consideration of the role played by various forms of security and quasi-security interests, including fixed and floating charges, in mitigating the impact of the company’s insolvency on certain creditors. Another important theme is the way the law aims to counteract improper or imprudent conduct on the part of directors and others with responsibility for the conduct of the insolvent company, resulting in increased risk of loss to creditors and others.

Syllabus:

Section 1. General Introduction to Insolvency Law.

(i) Evolution, objectives and principles. A survey of the development of insolvency law, and its evolving objectives as reflected in case decisions and statutory provisions. The historic divergence between personal and corporate insolvency law: contrasts and consequences. Convergence in recent times: the major legislative reforms of 1986, 2000 and 2002. The present day regulation of the law and its administration.
(ii) Insolvency as a fact and as a legal concept. Definitions of “insolvency”. Different tests applied to establish insolvency in various contexts. The meaning and relevance of "inability to pay debts".
(iii) Some fundamental principles: the principle of collectivity; the effect of bankruptcy and winding up on real and personal rights; the principle of pari passu distribution.

Section 2. The two forms of liquidation; from commencement to the liquidator’s appointment.

(i) Voluntary liquidation: principal features; advantages, uses and abuses; the nature and purpose of the 1986 reforms.
(ii) Compulsory Liquidation (Winding Up by the Court): principal features; grounds for petition; the winding up order and its consequences.
(iii) Liquidators: their status, duties and powers. Mode of appointment.

Section 3. The assets comprising the estate: their extent, administration and distribution.

(i) Defining and consolidating the estate available for creditors.
(ii) Security and quasi-security interests and their characterisation: the impact of insolvency on such interests. Fixed and floating charges. Registered and unregistered security interests; trust devices; reservation of title.
(iii) Augmentation of the assets through avoidance of antecedent transactions: preferences; transactions at undervalue; floating charges given by insolvent companies; transactions defrauding creditors. Disclaimer of onerous property.
(iv) Proof of debts. Sequence of distribution of assets. Liquidation expenses. Preferential creditors. Secured and unsecured creditors. “Prescribed part” for unsecured creditors. Rights of set-off.
(v) The conclusion of the liquidation: dissolution of the company and discharge of the liquidator. Possibilities of a corporate “after-life”: resurrection and reburial.

Section 4. Improper trading and the duties of directors to creditors.

Fraudulent trading and wrongful trading. Misfeasance and breach of duty by directors and office holders. Phoenix operations and the counter-measures currently in place. Disqualification of directors and other penalties and sanctions. The investigative process; the human rights dimension. The role of the Insolvency Practitioner in operating the new legal regime.

Background Reading (optional):

  • Roy Goode: Principles of Corporate Insolvency Law, (4th Edn, 2011), Chapters 1-3.
  • I.F. Fletcher: The Law of Insolvency (4th Edn. 2009, with Supplements 2011 and 2014), Chapters 1, 2 and 17.

Module reading lists and other module materials will be provided via online module pages, once students have made their module selections upon enrolment in September.

Delivery and enrolment
Lectures/Seminars: 10 x 2-hour lectures in Term 1, plus review and problem-solving classes towards the end of the term using past examination questions.
Tutorials: Yes
Previous module enrolments: Medium – 16-30 students
Who may enrol: LLM students, other UCL Masters students
Prerequisities: None specified, but students will find it advantageous to have a knowledge of the law of companies (not necessarily based on the laws of the UK).
Barred module combinations: None
Core Module for LLM specialism: Corporate Law, International Commercial Law
Assessment
Final Assessment: 2-hour unseen written examination (with permitted materials)
Practice Assessment: One piece of non-assessed written work, based on past examination questions, will be set over the Christmas vacation. This is optional and does not form part of the course assessment but will enable those who choose to complete the assessment to receive comments and advice based on their work.
Other Information
Those who do not have any previous knowledge of insolvency law will also find this module a useful foundation for the study of course LAWSG157, Corporate Insolvency II: Financial Restructuring. The two modules are in many ways complementary to each other, and are conveniently timetabled in the same period of the teaching week, in Term 1 and Term 2 respectively.

This page was last updated on 8 July, 2014

APPLICATION NOTICES

The application process for the 2014-15 academic session, for entry in September 2014, is now closed.

Information regarding applications for September 2015 will be updated on the website in September 2014.

IMPORTANT NOTICE : Updated 28 May 2014

The Home Office issued an update about the acceptance of ETS tests (including TOEFL). They have now confirmed that Higher Education students applying for a Tier 4 visa may use a TOEFL test taken after 17 April, if a Higher Education Institution is willing to use its academic discretion. For those students entering in September 2014, UCL will continue to accept the TOEFL even if it was taken after 17 April. However, if an applicant still needs to book a test then we recommend that they take an alternative test to TOEFL. Those who have already arranged to take a different test following the previous advice from the Home Office, we encourage you to go ahead with taking the alternative test.

The TOEFL test will continue to be accepted for 2014 entrants who have been asked to take an English language qualification as part of their offer condition, and do not need to apply for a visa to study in the UK.