Saab Automobile, Lehman Brothers, Air Berlin, Alitalia, Imtech, Hanjin Shipping, Enron, Kodak, RadioShack – all these business either went through restructuring or insolvency proceedings or are undergoing such proceedings at this very moment. Some of them managed to reinvent themselves and survive financial difficulties, while others have become a part of history. What is common for all such businesses is their international character.
The International Corporate Insolvency Law course aims to give students an introductory insight in the theory and practice of restructuring and insolvency in a transnational and comparative context. The importance of studying this in an international context has increased significantly over the past decades, with cross-border ties of business turning restructuring and insolvency into an international affair. Especially in times of economic recession or of crisis – as we are currently experiencing on a global scale – an increase of business failures can be observed in which cross-border elements crop up. Many creditors as well as assets of a company are nowadays located in different jurisdictions. The international setting in which such creditors operate has added complexity to the way in which they can make their claims effective.
Questions that they may encounter include, for example:
Which court has jurisdiction to open restructuring and insolvency proceedings?
What is the applicable law to restructuring and insolvency proceedings?
Will the judgment be recognized in other countries?
This context requires that insolvency law be studied from an international perspective.
The International Corporate Insolvency Law course focuses on the concept of corporate insolvency (reorganisation, work-out, winding-up, bankruptcy) and the ways in which corporate insolvency is regulated by legislation or by other means of regulation, including instruments of soft law. Emphasis is placed on insolvency law in corporate practice and the effectiveness of mechanisms for dealing with cross-border restructuring or insolvency on a global scale, with an emphasis on the European Union.
Recent results of cross-border collaboration will be dealt with on a general level, with practical case studies, including the European Insolvency Regulation 2015 (EIR (2015)), the UNCITRAL Model Law on Cross-Border Insolvency (1997). Court cases, applying the EIR (2015) will be analyzed and used for practical case studies. Some cases beyond the EU will be referred to as well. Furthermore, the course extends to aspects of (preventive) restructuring, in particular in light of the EU Preventive Restructuring Directive (2019).
The course will not be limited to the analysis of formal insolvency liquidation proceedings. It will also cover proceedings aimed at restructuring the business while it is still solvent, but experiences financial (liquidity) shortages. This will include discussions about the EU Directive on restructuring and insolvency.
The purpose of the course is to offer students a theoretical and practical outline of international or cross-border aspects of restructuring and insolvency of companies.
By the end of the program a student should have a good, general insight into the major issues, theories and debates regarding legal topics in (international) insolvency law. A student will be able to apply the knowledge acquired in the course and use his/her problem solving and analytical skills to a specific real or hypothetical situation, involving a given cross-border insolvency situation. More specifically, this relates to:
- Theories and principles of (cross-border) restructuring and insolvency law
- A student will have knowledge of substantive principles of insolvency law and private international law in the context of international corporate insolvency
- A student will be familiar with the structure and principles of cross-border insolvency, regarding the UNCITRAL Model Law on Cross-border Insolvency (1997), EIR (2015),
- A student will be familiar with the structure and principles of (preventive) restructuring, regarding the EU Preventive Restructuring Directive (2019) and other relevant documents referred to in the course.
- A student will have understanding of insolvency law from a civil law perspective with respect to various topics, such as directors’ liability and disqualification, avoidance actions, ranking of claims and order of priorities.
Research abilities. A student will gain capacities in information seeking in the field of international insolvency law, its evaluation and retrieval. Besides, general analytical, problem-solving and practical skills will be further developed and tested during the course. A student should be able to demonstrate a critical and independent view when confronted with legal issues in international insolvency, and to reach his or her own conclusions.
Presentation of knowledge. A student will be able to give a presentation, based on his/her research on a topic in the field of international insolvency law, in a clear, readily understandable, methodical and logical manner, both orally and in writing.
Mode of instruction
In this 5-week course, you will be offered 5 lectures and 5 seminars of two hours each.
During the lectures, you will get acquainted with various important aspects of international corporate insolvency law.
During the seminars, each of you will make a presentation on a given topic related to the weekly themes. Students are expected to actively participate in the lectures and seminars throughout the entire course.
Names of lecturers: Prof.mr. R.D. Vriesendorp and Mr J.M.G.J. Boon.
Required preparation by students: students are expected to read assigned literature in advance for each class meeting and they are expected to attend all classes.
The assessment for this course takes place in two parts: (1) a presentation (20%), and (2) a written exam (80%). Both parts are mandatory.
Please note that the course cannot be regarded as complete until a student makes an oral presentation in accordance with the prescribed schedule and on the topic assigned. Seminar attendance is compulsory, students may miss up to one seminar only for a valid reason that is pre-approved by the co-ordinator, provided it is not a seminar in which they are expected to make a presentation.
In addition to discussing questions, seminars will include individual or group presentations made by students in English. Instructions on the presentations, including the topic, length and substance, will be published on Brightspace. However, you are required to use PowerPoint or Prezi. Each oral presentation highlights a specific aspect of international corporate insolvency law. Oral presentations will be graded individually and will count for 20% of the final course grade.
2. Written exam
The areas to be tested in the written exam at the end of this course are the materials mentioned in the ‘Required readings’ section, including the subjects taught during the lectures seminars and all other instruction that is part of the course. This exam will be in writing and will count for 80% of the overall mark in this course.
Retake of failed exams
Students who fail the overall exam are entitled to a resit of the written exam. Depending on the number of students failing the exam, the resit may take the form of an oral or written exam.
The 20% earned from the oral presentation will remain valid for the resit. If a student has not passed the course by the end of the academic year, partial grades for written exam(s) and presentation(s) shall be no longer valid.
Regulation retake passed exams
In this course it is possible to retake an exam that has been passed (cf. art. 184.108.40.206 and further of the Course and Examination Regulations). Students who have passed the exam may retake the final written assessment (test) of the course if they meet certain requirements. To retake a passed exam, students need to ask the Student Administration Office (OIC) for permission. For more information, go to 'course and exam enrollment' > 'permission for retaking a passed exam' on the student website.
Obligatory course materials
Reading materials and sources:
To be determined (will be published on Brightspace);
For cases of the Court of Justice of the European Union: http://curia.europa.eu;
Unless indicated otherwise, reading materials should be accessed via Internet.
Summaries of some of the classes, either Power Point presentations, copies of materials or otherwise, will be available prior to or after the class sessions.
Check the website under “course and exam enrollment” for information on how to register for the course.
Co-ordinator: J.M.G.J. Boon LL.M. MSc
Work address: Kamerlingh Onnes Building Steenschuur 25 2311 SE Leiden
Contact information: see below
Telephone number: 071 527 7235
Institute: Private law
Department: Company law
Room number secretary: B243
Opening hours: 9.00-13.30 hours
Telephone number secretary: 071-527 7235
In case of (corona)restrictions imposed by the government, this course description is subject to change.