Introduction to Company Law and Commercial and Insolvency Law: An Examination of the Life Cycle of a Business Enterprise

David S. Curry is a partner in the international law firm of Mayer Brown LLP, and is resident in its Chicago office.

Mr. Curry concentrates his practice in business restructurings, bankruptcy and creditors rights. His representative client matters include: representing derivative counterparties in insolvency matters, including in the Lehman Brothers case; aircraft lessors and lenders in the reorganizations of the major US airlines; the lender to Nortel Networks under an international bonding facility; and the warehouse lender in the bankruptcy of a subprime lender.

Mr. Curry has worked as a consultant to the Commercial Law Development Program of the US Department of Commerce in advising governments in the Middle East on commercial law development and legislative initiatives. He has also taught law at universities in the Czech Republic, Bulgaria and in the US.

Class Description:

• Class Part I: Introduction to Company Law and Business Enterprises

-      Examination of the legal forms for a business enterprise, and the attributes of the key legal forms - corporation, limited liability company and partnership

• Class Part II: Focus on the Corporation

-      Discussion of the characteristics of a corporation and the role of shareholders, directors and management; discuss the significance of the separation of ownership from management; illustrate with examples

-      Focus on capitalization of a business enterprise and the use of equity and debt capital

-      Discussion on sample formation documents - articles of incorporations, by-laws and contribution agreements

• Class Part III: Study Limited liability

-      Discussion on the meaning of "limited liability" for owners and its significance in the growth of business enterprises; discuss illustrative cases

-      Examination of the abuse of the corporate form and the elimination of limited liability for misconduct by owners - "piercing the corporate veil"; discuss illustrative cases

• Class Part IV: Legal Tools and Techniques for the Growth of a Business Enterprise

-      Examine the methods for raising equity capital - through issuance of common or preferred shares; discuss illustrative cases

-      Study the "IPO" as method to raise capital and the consequences of becoming a "public" company; discuss illustrative cases

-      Examine the methods for raising debt capital - equipment loans, bank and bond financing; discuss illustrative cases

-      Introduction to commercial law principles - addressing rights of creditors and right of secured creditors to foreclose and realize on collateral

-      Other legal techniques - purchases of businesses, mergers and acquisitions

• Class Part V: Complexities Arising From Growth of the Business Enterprise

-      Withdrawing funds from a business enterprise - dividends and other payments to owners and management; discuss illustrative cases

-      Additional study of the duties of officers and directors and the potential liability of directors for misconduct; discuss illustrative cases

• Class Part VI: Introduction to Principles of Insolvency and Reorganization Law

-      Study key insolvency and reorganization law principles and the goals of a modern insolvency and reorganization law; examine the legal tools to maximize recoveries

-      Selecting the best strategies to resolve a business insolvency - sale of business; liquidation or reorganization; discuss illustrative cases

• Class Part VII: Cash flow and its Role in a Reorganization

-      Introduction to the meaning and importance of cash flow in evaluating alternatives

-      Determining "adequate capitalization" of a business enterprise to reorganize

• Class Part VIII: Implementing a Reorganization

-      Selecting the forum:  formal insolvency proceedings or informal negotiations

-      Using the legal tools of an insolvency law to implement a restructuring; discuss illustrative cases