Corporate Finance – A Practical Overview

1 Day In-House Training Course

This 1-day, in-house course gives thorough overview of the rules and regulations surrounding mainstream corporate finance activities, highlighting those areas likely to cause serious problems if overlooked.

The course enables executive and non-executive directors of public companies and non-specialist practitioners to achieve a workable understanding of the legislation, rule books, conventions and practices surrounding corporate finance transactions – with emphasis on the practical issues involved in concluding a deal within the regulatory framework.

A knowledge of personal responsibilities and potential liabilities should ensure that the specialist advice available to directors and their advisers during the course of a transaction is used to best advantage.

Course Outline

  • The Regulatory Framework for Quoted Companies

    • Financial Services & Markets Act (fizma) – the FCA, the UKLA & the Purple Book
    • The UK Stock Exchange – the Official List
    • The EU Prospectus Directive – where it applies and where it does not
    • Sponsors & Nomads – for IPOs on the main board or for AIM
    • The Takeover Code – the six General Principles of the Blue Book
    • Competition Regulations – the Competition Commission & the Office of Fair Trading
  • Areas of Potential Complexity

    • Money Laundering – rules extend far further than an innocent bystander might expect
    • Completion Meetings – timing problems, release of charges, money transfers, escrow
    • Representations, Warranties & Indemnities- what they mean and how to use them
    • Joint & Several Liability – who pays the damages for the breach of a warranty?
    • Buyer’s Remedies – rescission and/or damages
    • Seller’s Disclosure Letter – how to reduce a seller’s liabilities
    • Verification of a Prospectus – how to reduce directors’ liabilities
    • Due Diligence – can never be perfect but should reduce surprise
  • The Financial Conduct Authority (FCA)

    • Conduct of Business – authorisation, regulation, investigation and enforcement
    • Financial Promotion – inducements to enter into investment activity
    • Misleading Statements & Practices – dishonestly concealing material facts etc.
    • Insider Dealing – the separate ingredients of the offence and the defences
    • Market Abuse – sanction for unacceptable market behaviour
  • The UK Corporate Governance Code

    • Background – Cadbury, Greenbury, Hampel, Turnbull, Smith, Higgs
    • Directors – establishing an effective and balanced board, directors’ remuneration
    • Accountability – establishing sound internal controls, duties of the audit committee
    • Satisfactory Dialogue – with ordinary shareholders and institutional shareholders
  • Duties of Directors

    • Categories – executive, non-executive, shadow, alternate, nominee & associate
    • Role of the Chairman – chairman of the board; not the company
    • Authority of the Board – delegated powers of the managing director, committees
    • Board Meetings – conduct of meetings, notice, attendance, quorum, voting
    • Director’s Duty & Skill – what is expected and when?
    • Service Contracts & Consultancy Agreements – when to use them
    • Insolvency – liability for wrongful trading, fraudulent trading & disqualification
    • Appointing Advisers – why use advisers? what do they offer? what to tell advisers
    • Engagement Letters & Fees – time, fixed and/or percentage of the deal

Course Notes, Slides and Exercises

Participants will receive a booklet containing copies of 15 slides and 52 pages of very comprehensive notes. Each slide will cover a number of related topics and the accompanying notes will support the content of the course to be delivered by the trainer.

During the course of the day, participants will undertake one or two exercises (problems) in groups of two or three (depending on the size of the class) which will involve considering what advice should be given to a client in particular circumstances. Participants will discuss the exercise with each other and then with the trainer and will receive a written answer to the problem.

Exercise 1

You are running a completion meeting which is not going smoothly. You decide what action to take regarding late disclosure, an important missing contract, absence of required signatories and the discharge of encumbrances.

Exercise 2

The completion meeting continues through the night during which you, inter alia, secure a solicitor’s undertaking, make suitable arrangements to provide for the loss of a share certificate and secure the payment of the consideration.