This course will be a simulation with role-play and extensive class interaction: we will be members of the restructuring and insolvency practice of an international law firm. Our client will be a multilateral organization with a troubled loan to a private sector company in developing country "X". Our job will be to provide legal advice and services to our client throughout the restructuring of its loan to the troubled company - this will include conducting legal due diligence, recommending a legal strategy and establishing negotiation strategies (and leverage) for our client, structuring the transaction documents, and closing the deal.
The objectives of this simulation are to make students primarily: familiarize themselves with the basic legal framework on cross-border insolvency, debate several legal issues affecting cross-border debt restructurings, understand and learn the principles and best practices of international debt restructurings and insolvency from a practical perspective, understand and develop legal risk analysis and problem-solving skills in the context of an international business transaction in distress; and secondarily: practice contract structuring and client communication, practice re-structuring a secured debt instrument, and learn elements of cross-border negotiation strategies and techniques.
Issues to be discussed in the course include: choice of law and jurisdiction, enforcement of creditors' rights in foreign courts, corporate governance, holdout creditors, moral hazard, signs of distress in a company, cultural sensitivities, and cross-border negotiations.