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Improved creditor and community protection seemed attainable goals when Professor Daniel Prentice described s. 214 of the Insolvency Act (‘s. 214’) as ‘one of the most important developments in company law this century’. The profession and academics perceived that wrongful trading in its legislative form had a bright future because it promised to provide much needed protection. ‘Wrongful trading’ was introduced to minimise the abuse of limited liability by company officers. An honest director could not be liable for a company's debt despite reckless, unreasonable and cavalier business practices. Insolvency practitioners were having difficulty establishing dishonesty under the fraudulent trading provisions. The courts demanded a strict standard of proof for fraudulent trading and many cases never made it to court despite a prospect of recovery against directors. Wrongful trading by comparison is a recent development that, in theory, refines the standard of a director's duty and clarifies that conduct need not be fraudulent, illegal or unconscionable to attract legislative censure. Section 214 measures a director's conduct against a minimum standard of commercial morality and competence.

The purpose of this paper is to provide an easy‐to‐read article for academics, lawyers, directors and those advising directors, to be able to gain an appreciation of the duties that directors owe to their companies in light of the Companies Act 2006, the Corporate Manslaughter and Corporate Homicide Act, 2007 and the Bribery Act 2010.

Using a range of case law and statutory materials, as well as published works, including material from the Financial Reporting Council, the Institute of Directors and the Health and Safety Executive, the paper aims to provide practical advice (as opposed to merely academic listing) on directors' duties.

It has been noted that there are not enough resources which combine the three aspects of legislation that impact upon directors' duties.

The paper focuses on directors' duties for private limited companies within the law relating to England and Wales, specifically the Companies Act 2006, the Corporate Manslaughter and Corporate Homicide Act, 2007 and the Bribery Act. The implications are that those wishing to conduct business outside of the UK would need to look elsewhere for guidance. Conversely, UK‐based businesses seeking to conduct business internationally will need to be aware of not just directors' duties but also the potential conduct of those authorised to act on behalf of directors abroad, particularly in the context of the Bribery Act 2010.

The paper is an easy‐to‐read, useful source of impartial information for academics, lawyers directors and those advising directors to gain an understanding of directors' duties under English law.

The paper brings together three different areas of legal practice into one, as they have a significant impact upon businesses and appear not to have been addressed previously in such a manner.

The objective of this study is to investigate the relationship between trade credit supply and financial distress outcomes, considering the role that trade credit plays as a substantial source of liquidity for distressed companies. Specifically, it examines whether there is an association between trade credit supply and the outcomes experienced by companies that undergo the voluntary administration (VA) insolvency procedure under Australian corporate law.

The study examines a sample of companies that were listed on the Australian Securities Exchange and entered VA between 2002 and 2019. Ordered logistic regression is used to determine the relation between trade credit and VA outcomes. The VA outcomes considered are as follows: (1) company liquidation, (2) orderly dissolution through an agreement with creditors, or (3) an agreement with creditors for reorganization of all or part of the company's business.

The findings show that trade creditors' willingness to supply credit is influenced by their rational expectations about the future prospects of financially distressed customers. Higher levels of trade credit and an increase in trade credit supply prior to VA are associated with a greater probability of achieving a reorganization versus a liquidation or dissolution outcome.

There is no apparent prior study investigating the connection between trade credit supply and outcomes for distressed companies entering insolvency administration. Therefore, this study provides novel evidence on the role of trade credit in the context of financial distress. Understanding the relationship between trade credit supply and outcomes is particularly significant considering that many jurisdictions offer distressed companies the opportunity to pursue reorganization under their insolvency laws. Examining financial distress and trade credit in the Australian creditor-friendly context expands on existing research. Prior research has predominantly relied on data from the United States, which has debtor-friendly bankruptcy law. Consequently, these studies may lack generalizability to jurisdictions with creditor-friendly law such as Australia.

New Zealand’s 1993 Companies Act defines reckless trading as when a director/manager induces a “substantial risk of serious loss to the company’s creditors”. The definition contrasts with international common and statutory law that holds managers personally liable only under circumstances of moral failing. It also allows for managers to be found liable for bad investments during the continued existence of a firm. Replacing the standard of moral failing with a standard of objective risk evaluation and allowing culpability beyond bankruptcy proceedings extends liability in a way that indirectly taxes corporations. This extension of liability stands contrary to the evolutionary development of the corporation as based on an efficient redistribution of property rights. It biases investment towards lower risk, lower yield ventures, and is expected to decrease New Zealand’s innovation‐driven economic growth

The purpose of this paper is to articulate the law relating to syndicated loan agreements and what legal experts and parties need to safeguard against inherent pitfalls in its usage and practice. The research design of this paper has two strands: an examination of generic issues relating syndicated loan agreements and the process; and the mechanisms for transferring proprietary rights and interests should parties want to do so.

The paper was written on the basis of evaluating primary and secondary data sources to gain insights into commercial experiences of harnessing syndicated loan facilities as an alternative form of raising finance for development projects. It has examined case law which reflects the law and practice of syndicated loan markets both in common and civil law jurisdictions. Particular attention has been paid to the credibility of source materials and its relevance to usage and practice of syndicated loan agreements. The core element of this methodology has been an evaluation of generic issues which underpin syndicated loan agreements, analysis of academic literature and evaluation of cases and policy documents. The paper has drawn examples in both common and civil jurisdictions to gain insights into the law which governs syndicated loan markets and its practical application. There has been an uptake in syndicated loan markets not only in United Kingdom but also globally. While there has been a growing body of literature on syndicated loan markets, mechanisms for transferring proprietary rights and interests of contractual parties have not been given proportionate attention. The paper addresses a gap in the law of syndicated loan markets and the varied ways in which they are harnessed in international commercial practice. It addresses existing gaps in the law and practice of syndicated loans, not only in the UK but also in other jurisdictions where examples have been drawn. The research design of this paper has two strands: an examination of generic issues relating loans and the process in which they are constituted as financial products; and the mechanisms for transferring proprietary rights and interests.

The findings underscore the fact that much as syndicated loans offer huge advantages to commercial parties, there are also intricacies which parties need to keep in mind and guard against. Like in other forms of commercial agreements, parties to a syndicated loan agreement have the power to nominate the governing law not necessarily from jurisdictions where they do business but as they may see fit. In practice, effective contractual terms in syndicated loans are to be applied slightly differently to other form of commercial agreements in English contract law. For example, representation and warranties are grouped together and constitute statements by the borrower, which the lender considers should be true at the inception of the loan agreement. As a syndicated loan involves the participation of many banks (obviously some foreign banks), there is the potential for conflict of laws. As such, arranging a syndicated loan should be governed by the relating to international commercial contracts to address the challenge posed by conflict of laws. This is essential to ensure proprietary transfer of rights in the asset are properly constituted and effective. The loan should be carefully structured to reflect important technical issues which relate to duties and obligation of contractual parties.

This was largely a theoretical paper undertaken on the basis of evaluating primary and secondary data sources, some of which were not able to corroborate. It would have been better to corroborate some of the data sources used with financial institutions (which specialise in syndicate loans and related products) to mitigate the potential for bias the data used were generated.

It is important that legal practitioners and policy markers have access to requisite data on different types of loan markets not only in the UK but also other jurisdictions. One of the most important implication is that unlike bond markets (which are sought in response to an uptake in market risks), the foregoing environment tends to negatively correlate in syndicated loan markets. Lending institutions such as banks tend to be cautious when there are instabilities in the market as demonstrated in the aftermath of the recent global financial crisis (2010-2014). There is a converse relationship between loan markets and syndicated loans, which is explained by the fact that the higher the risks, the more cautious lenders (financial institutions) tend to be to safeguard against uncertainties of ending in an environment which is not conducive for business. Bonds on the other hand are sought as security by credit markets against inherent risks especially in times of economic uncertainties. This is why in the aftermath of the recent global financial crisis, banks were anxious and unwilling to lend not only to each other but also to small business for fear and to curtail potential market risks. It needs to be noted that just like in other forms of international commercial agreements, parties in syndicated loan agreements have autonomy to nominate the governing law of the agreement, not necessarily from jurisdictions where parties do business. Where parties have not nominated the governing law clause of syndicated loan contracts, rules of private international law such as characteristic performance of the contract will apply.

There is a growing body of literature on syndicated loan markets, but one wonders why mechanisms for transferring proprietary rights and interests of contractual parties have not been written about as much. It is an important area but has somehow been overlooked by scholars on this subject. If the borrowers’ fails to keep up their repayments (default), it will have an adverse on loan markets and the economic stability which will in turn affects businesses, people and national governments.

The paper was written on the basis of evaluating primary and secondary data sources to gain insights into commercial experiences of harnessing syndicated loan facilities as an alternative form of raising finance for development projects. It has examined case law which reflects the law and practice of syndicated loan markets both in common and civil law jurisdictions. Particular attention has been paid to the credibility of source materials and its relevance to usage and practice of syndicated loan agreements. The core element of this methodology has been an evaluation of generic issues which underpin syndicated loan agreements, analysis of academic literature and evaluation of cases and policy documents. The paper has drawn examples in both common and civil jurisdictions to gain insights into the law which governs syndicated loan markets and its practical application.

The measures enacted so far at European level to address the global financial crisis are likely to have limited effects as they are still market efficiency oriented. Accordingly, this study aims to explore how the EU Charter on Fundamental Rights may be useful to achieve a more human right dimension in EU regulatory law.

The work departs from the current commodification of housing worldwide and the limited capacity of EU to tackle new housing challenges. The work takes the link already established by the CJEU between EU consumer law and the EU Charter on Fundamental Rights one step further and addresses the potential implications concerning residential mortgage lending.

The main finding is the potential influence that the EU Charter of Fundamental Rights may have on EU regulatory mortgage lending, as there are indicators of a bifurcation of mortgage law regimes at the EU level, separating home loans from other mortgages.

The influence of the Charter of Fundamental Rights on EU regulatory law, mainly consumer law treated in a human rights dimension, could be a first step to treat housing as a social good and not as a commodity in the EU. This could lead to a completely new approach concerning the traditional rules governing residential mortgage loans.

The potential constitutionalisation of consumer law and the impact of the CJEU cases on national procedural rules have already been addressed by scholarship. The present work goes one step further as it addresses the potential implications of the EU Charter of Fundamental Rights on EU regulatory law in terms of the potential bifurcation of EU rules on mortgage lending.

Grocery store chain Winn-Dixie had rapidly expanded in an effort to become a national retailer, and by 1999 it had more than 1,000 stores. The company began manufacturing its own products, reasoning that by owning more of the supply chain, it could offer the customer less expensive options. With its new geographic focus and manufacturing facilities, Winn-Dixie attempted to secure a position as a low-cost provider with a national presence. Instead of improving the company's position in the market, however, this strategy crippled both the short- and long-term prospects for Winn-Dixie. The company paid a high premium to expand and increased its leverage without ever realizing the purposed synergies. In fact, there were dis-economies of scale because the distribution, marketing, and administrative costs had risen along with the increased revenue. The expansion and inefficient manufacturing added complexity to its distribution network, and with a greater debt load and less cash, the company was unable to reposition itself in the market when its low-cost provider strategy failed. Not only was the company unable to pursue other opportunities but it also did not have the cash to properly maintain many of its existing stores, which quickly became run down. Winn-Dixie was stuck as a general grocer with few options at a time when the industry was rapidly evolving. Following faulty strategies of expansion, supply chain changes, and increased debt, Winn-Dixie declared bankruptcy. Students will take the view that Paul “Flip” Huffard, lead consultant from Blackstone LP, had in determining the valuation and new capital structure of the company. These decisions would be critical, as they affected what each creditor class would receive and whether Winn-Dixie could emerge from bankruptcy.

Students will: 1. Assess the importance and negative financial impact of past strategic moves, and suggest possible future strategic directions and the expected benefits of such changes. 2. Learn quantitative valuation methods for a company in Chapter 11 and their effects on stakeholders. 3. Learn the elements of a plan of reorganization, including the capital structure, treatment of multiple creditor groups, and management compensation. 4. Discuss sources and uses of capital during a Chapter 11 turnaround.

Grocery store chain Winn-Dixie had rapidly expanded in an effort to become a national retailer, and by 1999 it had more than 1,000 stores. The company began manufacturing its own products, reasoning that by owning more of the supply chain, it could offer the customer less expensive options. With its new geographic focus and manufacturing facilities, Winn-Dixie attempted to secure a position as a low-cost provider with a national presence. Instead of improving the company's position in the market, however, this strategy crippled both the short- and long-term prospects for Winn-Dixie. The company paid a high premium to expand and increased its leverage without ever realizing the purposed synergies. In fact, there were dis-economies of scale because the distribution, marketing, and administrative costs had risen along with the increased revenue. The expansion and inefficient manufacturing added complexity to its distribution network, and with a greater debt load and less cash, the company was unable to reposition itself in the market when its low-cost provider strategy failed. Not only was the company unable to pursue other opportunities but it also did not have the cash to properly maintain many of its existing stores, which quickly became run down. Winn-Dixie was stuck as a general grocer with few options at a time when the industry was rapidly evolving. Following faulty strategies of expansion, supply chain changes, and increased debt, Winn-Dixie declared bankruptcy. Students will take the view that Paul “Flip” Huffard, lead consultant from Blackstone LP, had in determining the valuation and new capital structure of the company. These decisions would be critical, as they affected what each creditor class would receive and whether Winn-Dixie could emerge from bankruptcy.

Students will: 1. Assess the importance and negative financial impact of past strategic moves, and suggest possible future strategic directions and the expected benefits of such changes. 2. Learn quantitative valuation methods for a company in Chapter 11 and their effects on stakeholders. 3. Learn the elements of a plan of reorganization, including the capital structure, treatment of multiple creditor groups, and management compensation. 4. Discuss sources and uses of capital during a Chapter 11 turnaround.

The US restaurant industry and the food‐service industry have undergone tremendous changes during the last decade owing to demographic changes, changes in the family structure, the increase in the number of working women and senior citizens, advances in technology (inventory management, customer order processing, accounting/financial systems, etc.), availability of financing, changes in the real estate industry (location, negotiation with malls, relationships with developers, etc.), intense competition, the growth in the types and number of marketing channels (including the Internet), increasing number of drive‐through customers, employee training requirements, changes in labor laws, the rate of implementation of technology, changes in food sourcing/purchasing, the growth of the franchising business model, and increasing regulation. These factors have combined to shape the strategic, legal, economic and operational considerations that executives and decision makers should thoroughly understand. This article discusses the issues and challenges facing one company in these two industries and how management and banks have reacted, and then explains strategies for the future. Also discussed are relevant considerations for financial sponsors and companies. Most data and analysis are as of April 2000.

The aim of this chapter is to outline the research methodology for the study. Section 3.2 will discuss how a positive stakeholder theory can be formulated against the contrasting philosophies of moral universals and moral relativism. The aim of this section is to explain how stakeholder claims such as employee health and safety and environmental protection represent moral universals (fundamental ethical norms) and how differences in their perceived importance have less to do with claims of moral relativism and more to do with economic and social advancement, which can thwart the fulfilment of stakeholder objectives. The conflicting philosophies can hinder a normative approach to stakeholder theory in an international context and highlight the importance of a positive theory of the firm that can explain and predict stakeholder development in different contexts.