Sale & Purchase Masterclass Online

  • 25 Jan 2021 5 days
  • Available seats -1
  • Payment: visa visa visa visa

Course price

BIMCO member EUR 1150
Non-member EUR 1550

Discounts

10% group discount is available for registering 3 or more participants from the same company.

Overview

The Sale & Purchase Masterclass Online is a series of 10 online sessions delivered over 5 days. Each day will run for 120 minutes with a short break in between. This course examines the mechanisms and processes behind the sale and purchase of vessels.

What will you learn?

Some of the topics the course will cover are:

  • The development of SALEFORM from 1987 to 1993 and to 2012
  • Memorandum of Agreement (MOA) – legally defined
  • Physical condition of the vessel; sale by description, inspections regime
  • The sale price; market value, spares, exclusions, bunkers, taxes, fees, expenses
  • Sellers’ obligation to deliver the vessel free from encumbrances
  • Examination of the choices of governing law and arbitration
  • Overview and analysis of dispute resolution options and their pros and cons
  • Non-performance; Force Majeure, total loss, Buyer’s breach, Seller’s breach
  • Entire Agreement clause
  • Payment considerations; Lodging the Deposit, Payment of the Purchase Price, Payment for bunkers, greases and oils
  • Pre-delivery timetable; Initial vessel inspection, Buyers’ on-board representatives, Notices, vessel location and NOR, Diver’s Inspection / Drydocking, Process for measuring bunkers and identifying inventory
  • Delivery; Financial closing meeting and documentary requirements
  • Post-delivery considerations; Change of name / funnel markings, Post-delivery documentary obligations, Seller’s warranties, Latent defects

Session dates and topics

Monday
25 January 2021


Session 1
60 minutes

Broker versus Lawyer. The S&P broker plays a key role as the intermediary when a ship sale is being negotiated and the MOA is being prepared. No less important are the parties’ lawyers whose job it is to assess and advise on the legal implications of the deal. At first sight, there may appear to be a natural tension between these two roles but, in reality, truly successful outcomes are only possible when the broker appreciates the legal context and the lawyer appreciates the need for pragmatic problem solving and commercial realities. In this first session, Matt and Simon will lay out how they see their roles, and how they each see themselves fit into the S&P process.
Matt Hannaford
Simon Ward

Session 2
60 minutes

Using a standard form to put the S&P deal together. The process of S&P contains numerous moving parts. To control the process, the industry will use an internationally recognised standard form but, almost invariably, this will need to be amended to reflect the deal at hand. This session will focus on the characteristics of the various forms, practically and legally and provide insights into how they are structured, how to amend them and the circumstances when it may be advisable to include additional rider clauses. Matt Hannaford
Simon Ward

Tuesday
26 January 2021


 

Session 3
60 minutes

Market and Pricing and initial inspection. Essentially, the price of a vessel is what a buyer is able and prepared to pay and the seller is prepared to accept. There are several valuation methods, including the Market Approach, the Replacement Cost, and Income Approach. Each has its strengths and weaknesses but in a highly volatile freight market, it is not an exact science where a vessel’s current and future value can be put on a formula to provide an exact answer. In this session, Simon and Matt will consider the relative merits of these valuation methodologies and discuss the practical issues and legal implications that arise in connection with the initial physical and documentary inspection of a vessel.  Matt Hannaford
Simon Ward

Session 4
60 minutes

The process. To understand the S&P process it can usefully be separated into three distinct stages: (1) the inspection and due diligence stage, (2) negotiation and contract stage and (3) the delivery and handover. By looking at these stages in sequence and in their totality, in this session Simon and Matt will highlight and analyse the critical issues that arise at each point in the process. Matt Hannaford
Simon Ward

Wednesday
27 January 2021


 

Session 5
60 minutes

“It Is All About the Money”. What is included in the purchase price? What is excluded from it? Who should hold the deposit and on what terms? How should the balance of the purchase price be paid as well as additional amounts for extras like the bunkers and oils? What is the impact where the buyer is financing the purchase through a loan? In this session Simon and Matt explore delve into the monetary aspects of the S&P process. This session will also include a critical review of the new BIMCO “Standard Deposit Escrow Agreement for Ship Sale and Purchase”. Matt Hannaford
Simon Ward

Session 6
60 minutes

Underwater inspection and drydocking. The underwater inspection and drydocking regime is a complex exercise which must address the allocation of cost and liability in a number of different scenarios. In this session Simon will unravel these complexities and consider what practical steps the parties can take to anticipate the risks and manage the process whilst Matt will look at the different scenarios from the legal perspective. Matt Hannaford
Simon Ward

Thursday
28 January 2021


 

Session 7
60 minutes

Condition on delivery. Terms such as “as is where is” and “as she was at the time of inspection” are widely used but often misunderstood. Issues relating to the physical condition of the vessel at delivery is by far the most common cause for parties to find themselves in arbitration. In this session Simon and Matt will analyse the various components that are relevant to the vessel being in deliverable condition, the practical steps that should be taken to ensure compliance and the legal impact of express and implied terms and of representations made by the Seller to the Buyer in the MoA and even before the contract is entered into.

Matt Hannaford
Simon Ward

Session 8
60 minutes

Delivering the vessel free of encumbrances and maritime liens. Upon delivery the Sellers warrant that vessel is free from encumbrances and undertake to indemnify the Buyers against all consequences of claims made against the Vessel which were incurred prior to the time of delivery. In this session Simon and Matt will explain the numerous encumbrances that can apply and discuss the legal and practical implications of the seller’s indemnity. Matt Hannaford
Simon Ward

Friday
29 January 2021


 

Session 9
60 minutes

Force Majeure, frustration, default – and COVID-19. In recent times the COVID-19 pandemic has had a profound effect on global shipping and the ability of parties to perform their respective obligations. As with many other types of shipping transaction this has brought concepts such as force majeure and frustration into sharp focus. In this session Simon and Matt will discuss how parties to an S&P contract can practically seek to address the allocation of risk for events beyond their control as well as examine the English law principles which apply. Matt Hannaford
Simon Ward

Session 10
60 minutes

Broker and Lawyer: Q&A combined with S&P anecdotes – (or the bits that never make it into handbooks) Between them, Simon and Matt have many years of experience in putting together S&P deals. Much of the knowledge and experience has been earned the hard way. Handbooks can be useful as an orientation on the law and practicalities, but true expertise is acquired by doing it every day. In this final session, Simon and Matt will share their experiences during an open Q&A session on the complexities of S&P work.  Matt Hannaford
Simon Ward

Starting hours (for all sessions):

09:00 London (GMT)
10:00 Copenhagen (CET)
11:00 Athens (EET)
13:00 Dubai (GST)
17:00 Hong Kong/Singapore (HKT/SGT)
18:00 Tokyo (JST)
20:00 Sydney (AEDT)

Course programme

Case studies

Relevant cases will be presented throughout the course. 

Why choose to participate?

The combination of theory, discussion and casework will make the complexity of sale and purchase of vessels clearer and more manageable.

Participants will be taught by hand-picked industry experts who have built a career out of solving complicated issues related to sale and purchase of ships. The trainer group is an integrated team, which has worked with BIMCO for a long time. They will share valuable experiences and point participants toward practical solutions which can be used directly on the job.

The course will also facilitate networking between international shipping peers and enable long-term relationships between the participants.

The seminar is aimed at all practitioners involved in the sale and purchase of ships, and at those who wish to boost their knowledge and become more proficient in the entire process of selling and buying second-hand vessels.

How will this course help your professional development?

The process of selling and buying ships is a specialized business area with the potential for huge profits or losses. Disputes are common and having the best possible understanding of the allocation of risks and responsibilities help to avoid unnecessary or futile disputes.

The course will help you identify the potential challenges before they become a problem in this complex environment and enable you to ask the right questions to the parties involved. This will help you to understand and explain your own risks and exposures.

After the course, you will have a much deeper understanding of the fundamental issues related to sale and purchase, the flow of documentation and how risks can be mitigated. You will be in a better position when it comes to understanding and anticipating the procedures, both as a buyer and a seller.

Course certification

Participants will be given an option of taking a final assessment (one-hour open-book test) at the end of the course, and Certificate of Achievement will be issued with a grade (distinction, merit or pass). Those not taking the assessment will receive a Certificate of Attendance.

Course materials

BIMCO issues electronic course files as an Adobe PDF file enabling you to make personal notes. All documentation and presentations will be in English. Course access details will be provided once the registration is completed.

Speakers

Matt Hannaford

Matt Hannaford

Simon Ward

Simon Ward

Organiser

Peter Grube

 

Alternative dates & locations

  • Online, Online
  • 27 May, 2021 8 days
  • From EUR 1150
  • Available seats 20  
More info

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Need more information?

Peter Grube

Peter Grube, Head of Training