• Corporate and Commercial Structured Training Programme modules

    Life of a listed company modules

  • Please expand the sections below for more information on module content:
    • An intensive and interactive one day introductory course for junior lawyers. This course provides a comprehensive introduction to all the issues in relation to IPOs including the rationale behind an IPO, preparatory steps, typical timetable and structure for an IPO, the UKLA’s Listing Rules, underwriting and bookbuilding, marketing an IPO, price stabilisation and a comparison with AIM requirements.

      Key outcomes

      The objectives of the training course are to enable participants to:

      • Understand the rationale behind an IPO and the advantages and disadvantages of an IPO for the company and the options available to companies when considering an appropriate market for their securities
      • Understand the implications of an IPO for the company and the preliminary steps that may be required before a company can have its securities listed 
      • Understand and apply the requirements of the UKLA’s. Prospectus Rules in respect of an IPO and in particular the need for and content of a prospectus 
      • Appreciate the role of underwriting and bookbuilding in the IPO process 
      • Appreciate the extent of the continuing obligations imposed on a listed company under the UKLA’s Listing Rules and the Disclosure Rules 
      • Be familiar with the principles of corporate governance relevant to a listed company 
      • Understand the mechanics and regulation of price stabilisation and the after market 

      Summary of training course content
      Part 1: Introduction to IPOs

      A talk and preliminary exercise introducing IPOs, the reasons a company would want to launch an IPO and the different markets on which an application could be made.

      Part 2: Preparing the company for an IPO and due diligence

      A talk and exercise on the basic conditions required for a listing, the preliminary steps that the company may need to take in preparation for a listing, the due diligence required and the changes that may need to be made to the company and its management team in advance of an IPO.

      Part 3: Structure and timetable of a typical IPO

      Talk identifying the typical structure and timetable for an IPO.

      Part 4: Listing requirements and prospectus

      Talks and exercise on the requirements of the UKLA’s Listing Rules and Prospectus Rules for the IPO process, the requirements of the relevant Recognised Investment Exchange and the need for and content of a prospectus.

      Part 5: Underwriting and bookbuilding

      A talk on the meaning and need for underwriting of an IPO and bookbuilding.

      Part 6: Marketing the offer

      A talk and exercise on methods of marketing an IPO and the regulation in the UK of such marketing activity.

      Part 7: Stabilisation and the after market

      A talk on the meaning and need for price stabilisation following an IPO.

      Part 8: Continuing obligations and corporate governance

      A talk and exercise on the extent of the continuing obligations owed by the company following an IPO under the UKLA’s Disclosure Rules and the principles of corporate governance to be followed by a listed company.

      Please note: this course can be delivered in-house at two separate three hour sessions.

    • On most transactions, there is a considerable level of interaction between the accountants undertaking financial due diligence on the Target business and the Acquirer’s/Funder’s legal advisors.

      Financial due diligence is undertaken to reduce the Acquirer’s risk and provide analysis to help with deal structuring and price negotiation, much of which needs to be captured in the Sale and Purchase Agreement.

      Hence, it is important that the legal advisors have a solid understanding of the financial due diligence process and the various financial elements of a typical deal structure.

      The course will be delivered by a specialist financial due diligence partner from a major international accountancy firm. Interaction will be encouraged through the use of case studies. This will give a chance to ask basic questions in a safe environment in order to develop more confidence in discussing financial/accounting matters in a live deal situation.

      Key outcomes:
      This course will:

      • De-mystify common financial and accounting terminology used in deals
      • Explain the role of a reporting accountant, a typical due diligence process and how this can impact on a transaction and Sale and Purchase Agreement 

      Through case studies, the following areas will be explored:

      • Basic financial trend analysis used to understand a business 
      • What is a business’s 'underlying' earnings?
      • Reviewing forecast information 
      • What is working capital and how does it impact on deal structuring 
      • Completion mechanics 

      Summary of training course content
      Part 1

      • What is due diligence and how can it influence a deal?
      • Where does it fit into the deal cycle?
      • Types of due diligence 
      • Financial due diligence in different types of transactions 
      • Vendor due diligence 
      Part 2

      • A typical scope of financial due diligence 
      • How the outputs are used by acquirers, funders and other advisers in a deal 
      • Use of data rooms 
      Part 3

      • Case studies:
        • detailed analysis and commercial interpretation of financial information 
        • assessment of 'underlying earnings' 
        • forecast information, including:
          • sensitivity analysis
          • earn outs
      • Working capital and cash flows:
        • underlying working capital cycles
        • interaction of working capital and cash
        • financial covenants
      • Completion mechanics:
        • a typical deal structure
        • working capital and other price adjustments
        • interaction with SPA
        • completion accounts
        • 'locked box'
    • Do you know the types of behaviour that may amount to market abuse? Have you ever read the FSA’s Code of Market Conduct? What safe harbours are available? Using practical exercises, this course covers the key features of the market abuse regime under the Financial Services and Markets Act 2000 (as amended by the implementation of the Market Abuse Directive) and insider dealing offences under the Criminal Justice Act 1993. Some law firms have made attendance at this course compulsory for all their junior corporate finance lawyers.

      Key outcomes

      The objectives of the training course are to enable participants to:

      • Gain an overview of the restrictions in the Model Code of the Listing Rules and the Disclosure and Transparency Rules in relation to share dealing by directors and relevant employees of listed companies
      • Understand the key elements of insider dealing under the Criminal Justice Act 1993 and the defences available 
      • Gain an overview of the restrictions in the Model Code of the Listing Rules and the Disclosure and Transparency Rules in relation to share dealing by directors and relevant employees of listed companies 
      • Understand the key elements of the offence of market abuse under the Financial Services and Markets Act 2000(as amended by the implementation of the Market Abuse Directive), the guidance given in the FSA Code of Market Conduct and any relevant safe harbours 
      • Be able to advise on whether a person’s behaviour is likely to constitute market abuse 

      Summary of training course content
      Part 1: Introduction and overview of the regulatory regime

      Presenter reviews the relevant legislation to protect investors against market manipulation, insider dealing, unfair dealing under the Model Code of the Listing Rules and market abuse, including the changes made to implement the Market Abuse Directive.

      Part 2: Insider dealing

      Presenter outlines the key implementation of the three offences of insider dealing under the Criminal Justice Act 1993, the meaning of “inside information” and “inside source”, available defences, penalties and enforcement and territorial scope of the offences.

      Presenter provides some practical examples of insider dealing (underwriting agreements, takeovers and dissemination of information). Participants consider a case study to identify if any of the parties are guilty of the criminal offence of insider dealing.

      Part 3: The Model Code

      Presenter gives a brief overview of the restrictions on share dealing in the Model Code of the Listing Rules and the Disclosure and Transparency Rules.

      Part 4: Market abuse

      Presenter gives a talk on the key elements of the offence of market abuse as provided in the Financial Services and Markets Act 2000 (as amended by the Market Abuse Directive) and the FSA Code of Market Conduct(qualifying investments, prescribed markets, the secondary offence, regular user test, types of behaviour (misuse of information, false or misleading impression, distortion of the market), defences, safe harbours, interaction with the City Code and Listing Rules, recent enforcement action by the FSA and key aspects of the Market Abuse Directive). Participants consider a number of case study questions to determine if the behaviour of the case study characters amounts to market abuse. Presenter takes feedback.

    • Do you understand the ways in which a listed company can raise equity finance? Do you understand why a company may choose equity funding rather than debt funding? If you would like a greater understanding of this area, this course may be of interest to you. The course compares the commercial benefits of equity and debt funding, describes the various methods of secondary equity issue and the applicable law and regulation and then applies the relevant law and regulation to a rights issue.

      Key outcomes

      The objectives of the training course are to enable participants to:

      • Compare the commercial benefits of equity and debt funding
      • Advise on the appropriate methods of secondary issue 
      • Advise on relevant law and regulation 
      • Apply the law and regulation to a rights issue (timetable and documents) 
      Summary of training course content
      Part 1: Financing methods

      The presenter gives a talk comparing debt and equity finance with an overview of the main methods of secondary issue (rights issue, open offer, placing, vendor placing). Participants analyse a balance sheet and excerpts from the finance documents of a case study company to advise on appropriate methods of finance.

      Part 2: Regulation

      The presenter gives a talk covering the main regulatory issues on secondary issues by listed companies (Companies Acts 1985 and 2006, Financial Services and Market Act 2000, UKLA Listing Rules, Disclosure and Transparency Rules and Prospectus Rules, Stock Exchange Admission and Disclosure Standards and Investor Protection Committee (IPC) guidelines).

      Participants review standard AGM resolutions and excerpts from a convertible loan note instrument and advise on consents and approvals required for the case study issue.

      Part 3: Rights issue

      The presenter gives a talk analysing the structure and documents required for a rights issue. Participants consider matters arising on the case study rights issue (order of events, conditionality, negotiation of underwriting agreement, supplementary prospectus and liability for circular).

    • UK listed companies must comply with the Listing Rules and the Disclosure and Transparency Rules when they acquire a business or assets or they dispose of part of their own business or assets. But what are the class tests in Chapter 10 of the Listing Rules? Who is a related party? When must a listed company make an announcement to a Regulatory Information Service? What information do you need to put into a Class 1 circular? This course provides the answers to these questions (and more!) and allows participants to apply the relevant provisions of the Listing Rules, Disclosure and Transparency Rules and Prospectus Rules to case study scenarios.

      Key outcomes

      The objectives of the training course are to enable participants to:

      • Understand the implications of a listed company’s involvement in an acquisition or disposal 
      • Apply relevant provisions of the Listing Rules on the classification of transactions and understand the implications and effects of that classification for the listed company and the transaction 
      • Identify and understand the requirements for a Class 1 circular to shareholders and be able to draft, comment on and verify a circular applying the relevant requirements of the Listing Rules

      Summary of training course content
      Part 1: Classification of transactions

      Presenter outlines the requirements of the Listing Rules for the classification of transactions and the effects of classification (Class 1, or Class 2, transactions, reverse takeovers and related party transactions). Participants consider a case study exercise in which they consider the classification of various transactions and the implications of that classification.

      Part 2: Overview of listed company issues

      Presenter reviews the other main issues that arise when a listed company is a party to an acquisition or disposal (confidentiality and disclosure under the Disclosure and Transparency Rules, requirement for a prospectus under the Prospectus Rules, restrictions on dealing and the Takeover Code).

      Part 3: Class 1 circular

      Presenter reviews the new Listing Rule requirements for a Class 1 circular and then participants consider a case study exercise on the content of Class 1 circulars.

    • AIM is now the world’s largest market for smaller, growing companies. The market’s regulatory environment is designed to make the process of going public as smooth as possible. This course covers the principal issues arising when seeking a listing on AIM, clarifying the process of joining AIM, including an overview of the commercial, financial, legal and regulatory issues involved.

      Key outcomes

      The objectives of the training course are to enable participants to:

      • Consider and appreciate the rationale for the choice of AIM for listing 
      • Understand the role of the Nominated Adviser and the conditions for listing under the AIM Rules, the content requirements of the Admission Document and the need for a Prospectus 
      • Understand the listing application process 
      • Consider the potential risks in marketing the offer 
      • Appreciate the continuing obligations of an AIM listed company, including the main corporate governance guidelines that apply

      Summary of training course content
      Part 1: Introduction and choice of market

      Factors relevant to the choice of market for a listing of securities, incorporating a discussion of the advantages and disadvantages of seeking a listing on AIM.

      Part 2: Conditions for listing and the Admission Document

      Analysis of the basic admission requirements and preliminary steps in relation to an AIM listing. The role of the Nominated Advisor and Broker. The requirements for Fast Track admission. Assessing whether there is a need for a Prospectus complying with the Prospectus Directive and the Prospectus Rules. Consideration of the contents of the Prospectus and the Admission Document. The AIM Rules.

      Part 3: The AIM admission process

      The procedure for listing securities on AIM. Further analysis of the AIM Rules. Identifying a typical admission timetable.

      Part 4: Marketing the offer

      The scope of marketing an offer, including advertising and other publicity, research reports, pre-marketing and roadshows and the potential civil and criminal liability

      Part 5: Continuing obligations and corporate governance

      The continuing obligations under the AIM Rules, including disclosure obligations, provisions relating to substantial transactions, corporate governance and secondary issues.