Home  |  About Us   |   Be Our Speaker  |  Terms & Conditions  |  Connect With Us
Executive Education
Clariden Leadership Institute
Corporate Loan Documentation (AUS)
Michael Twomey
Solicitor & Director of Legal Training Programs, Law2020

This program has been independently accredited and certified by CPD
Michael Twomey, Solicitor & Director of Legal Training Programs, Law2020

 

Widely recognized as a leading course designer and presenter, Michael has nearly 25 years’ experience in legal education and training in Contract Law, International Commercial Agreements, Joint Ventures and Acquisitions. 

 

Michael has delivered more than 2,000 training sessions in the UK and internationally and conducted over 40 seminars and workshops in the UAE since 2007 to CEOs, finance directors, contract managers, consultants and engineers in the GCC as well as to lawyers and other legal professionals in the region with respect to Contract Law, International Commercial Agreements, Joint Ventures and Acquisitions. 

 

Some of his clients include companies such as Qatar Financial Centre, Siemens AG, Dubai Health Care City, Dubai International Airport, ENOC LCC and Government departments such as UAE Ministry of Defence and UK Government Department for Business, Innovation and Skills and many more.

 

He is also the lead designer for the International Lawyers Training Program of the Law Society of England and Wales and has worked at prominent universities including the Oxford Institute of Legal Practice and the University of Law, London.

This course has been independently certified as conforming to universally accepted CPD guidelines. On average, this executive program contributes 16 hours towards your CPD

Program Summary

Designed for corporate loan documentation professionals, this comprehensive 2-day program is designed to provide you with effective techniques and powerful strategies to accurately analyze, structure and negotiate a well-protected loan agreement to achieve your commercial needs.

 

Led by Michael Twomey, widely recognized as leading contract lawyer with over 25 years of immaculate track recordhe will provide you with strategic perspectives of the finance options available and how to select the best loan option to achieve your commercial needs. He will also show you effective frameworks and techniques for detailed clause-by-clause analysis of your loan documents including representations, boilerplates, warranties, covenants, indemnities and event of defaults so as to accurately pinpoint potential issues and legal risks and mitigating them before signing off. Furthermore, you will master effective techniques and strategies to draft, structure and negotiate these key clauses such that it fully addresses the lenders’ and borrowers’ concerns and fulfill all parties’ objectives for a win-win outcome.

 

Packed with real-life case studies and interactive discussion sessions, you will leave this program with practical skills, powerful techniques and in-depth knowledge to ensure an effective loan documentation and safeguard your organization from potential legal consequences and costs.



Programs, dates and locations are subject to change. In accordance with Clariden Global policy, we do not discriminate against any person on the basis of race, color, sex, religion, age, national or disability in admission to our programs.

Introduction

Corporate loan documentation is a critical component in the lending process as it transforms the transaction into a legally enforceable form and clarifies the transaction so that each party understands the details of the lending arrangement. However, most companies face difficulties in effectively structuring, drafting and negotiating key clauses within the loan agreement to safeguard them from potential risks and legal consequences.

 

The problem here is that many companies are unable to effectively analyze key clauses within the loan documents to identify potential issues and legal risks. In addition, they have poor knowledge of the different financial options available and are ineffective in aligning the loan terms with the business objectives. Many also highlighted the difficulty in negotiating and achieving win-win situation for both lenders and borrowers. 

 

Without in-depth knowledge, effective techniques and powerful negotiation strategy to critically analyze and draft an effective loan document, companies may face serious issues of poor enforceability of loan agreement, misrepresentations of clauses and terms and potentially high legal risks and heavy costs.

 

Designed for corporate loan documentation professionals, this comprehensive 2-day program is designed to provide you with effective techniques and powerful strategies to accurately analyze, structure and negotiate a well-protected loan agreement to achieve your commercial needs.

 

Led by Michael Twomey, widely recognized as leading contract lawyer with over 25 years of immaculate track recordhe will provide you with strategic perspectives of the finance options available and how to select the best loan option to achieve your commercial needs. He will also show you effective frameworks and techniques for detailed clause-by-clause analysis of your loan documents including representations, boilerplates, warranties, covenants, indemnities and event of defaults so as to accurately pinpoint potential issues and legal risks and mitigating them before signing off. Furthermore, you will master effective techniques and strategies to draft, structure and negotiate these key clauses such that it fully addresses the lenders’ and borrowers’ concerns and fulfill all parties’ objectives for a win-win outcome.

 

Packed with real-life case studies and interactive discussion sessions, you will leave this program with practical skills, powerful techniques and in-depth knowledge to ensure an effective loan documentation and safeguard your organization from potential legal consequences and costs.

What You Can Expect

By the end of this program, participants will be able to:

  • Gain an overview and clear understanding of the finance options available
  • Analyze key considerations and select the best loan finance option that is aligned with your commercial needs
  • Understand the lenders’ and borrowers’ perspective and concerns
  • Appreciate the full process of obtaining a commercial loan and effectively resolve pre-contractual issues
  • Gain in-depth knowledge of the key clauses and terms within the loan agreement including representations, warranties, covenants, events of default, boilerplate, assignment and transfer, etc. Effectively draft, structure and negotiate key loan terms to meet the objectives of all parties
  • Confidently address and mitigate potential issues and hazard within the loan agreement before signing.
  • Manage and evaluate different types of security and assess its importance and need

Who Will Benefit Most

This programme is design for, but not limited to, Commercial Bankers, Contract Managers, Business Bankers, Credit Analysts, Credit Officers, Financial Analysts, Commercial Lending Officers, Legal Staffs, In-House Legal Staffs, Financial Controllers, Portfolio Managers, Loans Administrators, as well as all professionals who are involved in managing loan documentation

Program Outline

DAY ONE

Overview of Finance Options

    What is the best option to meet the commercial objectives? 

    Short/medium-term/long-term funding 

    Terms loans and revolving credit facilities 

    Committed or uncommitted 

    Bilateral or syndicated 

    Secured or unsecured 

    On-demand or not on-demand 

    Swingline facilities 

    Amortizing, balloon, and bullet repayment 

 

Understanding Lenders’ and Borrowers’ Concerns and Objectives

    Identifying the concerns of the lender and the borrower 

    Necessary checks to identify and deal with these concerns 

    Case study advising the parties on risk mitigation 

    Key clauses to meet the objectives of the parties 

 

Reviewing the Loan Processes

    The practicalities and process of raising loan finance 

    Credit approval, due diligence 

    Negotiating, drafting and agreeing the term sheet 

    Agreeing the wording of conditions precedent 

    Consideration of draft clauses setting out conditions precedent 

    Drawdown and utilization: the process 

    Utilization periods 

 

Understanding the Full Cost to the Borrower

    What are the total costs of the loan? 

    Fees, charges and expenses 

    Taxes and increased costs 

    Arrangement fee 

    Commitment fee 

    Mandatory costs

    Costs for early repayment

    Interest

 

Calculating Interest

    Fixed 

    Floating 

    Matched funding 

    Other? 

 

Understanding and Agreeing the Conditions Precedent (CP)

    Drafting and negotiating the CPs 

    Satisfying the conditions precedent on initial and subsequent drawdowns 

 

Key Clauses and Documentation Structure of Loan Agreement Time periods

    The importance of time clauses in loan agreements 

    Case study exercises on the meaning and application of terms relating to time periods 

    The drafting of time provisions 

 

Purpose Clause

    The purpose clause 

    The importance and legal and commercial effect of a purpose clause 

 

 

DAY TWO

Key Clauses and Documentation Structure of Loan Agreement Representations and Warranties

 

          Understanding the nature of and the importance reps and warranties 

          Repeating representations 

          How to negotiate the wording and extend of the reps and warranties? 

          Case study – amending the draft reps and warranties 

 

Covenants

          Categories of covenants: information, financial and non-financial 

          Understanding the scope of positive and negative covenants 

          Understanding the financial covenants 

          Key financial covenants 

          Case study – problem solving regarding an alleged breach of a covenant

 

Indemnities in Loan Agreements

          Case study: what does the indemnity cover? 

          Interpretation of indemnities 

          Drafting effective indemnities 

          Complying correctly with requirements set out in indemnities 

 

Key Issues and Hazards with Loan Agreement Events of Default

          What amounts to an event of default? 

          Monitoring for prospective events of default 

          Options when faced with an event of default 

          Consequences of an event of default 

 

 

Assignment and Transfer

          Understanding the assignment and transfer provisions in a loan agreement 

          Novation, assignment and sub-participation 

 

 

Market Disruption, Force Majeure, Material Adverse Change 

       Mitigating the scope and effect of these provisions

       “Boilerplate” clauses

       Set-off

       Amendments, waivers and consents

       Calculations and certificates

       Notices

          Choice of law and jurisdiction

 

Evaluating Security and Quasi-Security and Its Importance

    What security can a borrower offer? 

    What are the different types of security? 

    What security should a borrower offer? 

    What should be done to perfect the security? 

    What is meant by “quasi-security” and is this feasible for the parties? 

    Essential checklist when seeking a guarantee

CFOs Leadership :
Experience Clariden
Discover how our leadership program has shaped the perspectives of CFOs across Asia
 
Venue: InterContinental Sydney
Date: 27 - 28 July 2017
Faculty: Michael Twomey
Early Bird 1: AU$2,595 by 29 May 2017
Early Bird 2: AU$2,795 by 26 June 2017
Regular Fee: AU$2,895
Group Discount: 2nd participant get 10%, or register 3 participants and 4th participant get a complimentary seat
(1 discount scheme applies)
Contact: pravind@claridenglobal.org
 
 
More Programs
Effective Fundraising & Marketing for Nonprofits: Strategies That Work to Improve Financial Sustainability (Sydney)
- Roewen Wishart
Artificial Intelligence Masterclass (Sydney)
- Dr. Er Meng Joo
Effective Fundraising & Marketing for Nonprofits: Strategies That Work to Improve Financial Sustainability (Melbourne)
- Roewen Wishart
5G & IoT Masterclass: Key Technology Components, Business Models, Product Strategy and Revenue Streams (SG)
- Dr. Aleksander M. Simon
Managing Nursing Stress, Preventing Burnouts and Turnovers (Sydney)
- Beverley Honig
View All Programs >
 
 
   
Home | About Us | Be Our Speaker | Press Release | Terms & Conditions | Connect With Us
Copyright © 2011 Clariden Global, all rights reserved.