• Corporate and Commercial Structured Training Programme modules

    Essential General Corporate modules

  • Please expand the sections below for more information on module content:
    • 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'
    • Are your clients in the best possible shape when preparing for an AGM? Are they fully up to speed with all the implications of the rules in the Companies Act 2006, the Disclosure and Transparency Rules, the Listing Rules, ABI guidelines and ICSA guidelines on the content of the notice for an AGM? Are they intending to communicate electronically with their shareholders? Is the chairman fully briefed on the options open to him if difficult shareholders interrupt the meeting or attempt to use spoiling tactics? This course covers all of these issues (and many more) by reference to a practical case study concerning a listed public limited company.

      Key outcomes

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

      • Draft and comment on standard resolutions and provisions in a notice of AGM
      • Assist a client with more general preparations for an AGM 
      • Advise on provisions relating to company meetings for inclusion in articles of association 
      • Prepare for and deal with some of the most common practical and legal issues that may arise at a difficult AGM 
      • Appreciate the impact of Companies Act 2006 on calling and conduct of AGMs 

      Summary of training course content
      Part 1: The Companies Act 2006

      Presenter highlights the main impact of the Act on public company AGMs.

      Part 2: Notice of AGM

      Drawing on an exercise issued in advance of the session, participants are required to identify errors they have found in a flawed notice of AGM. Issues covered include appointing directors, re-appointing auditors, disapplying pre-emption rights, buying back shares, political donations, electronic communication with shareholders, proxies and corporate representatives.

      Part 3: Other preparations

      The presenter will review some of the general preparations required for an AGM.

      Part 4: Articles of association

      Participants consider provisions that may be included in articles of association to assist in the smooth running of AGMs.

      Part 5: Difficult AGMs

      Participants consider a case study based on a difficult AGM. They are required to advise the company secretary on both substantive and procedural issues that may be raised by the company’s chairman and shareholders.

    • The Companies Act 2006 (the 'Act') has amended the law and regulation relating to shares and share capital. These changes are fundamental to all types of companies, whether private or public, listed or unlisted. Many of these changes took effect in October 2008, with some provisions effective from January 2006. Those involved with companies of all types should be aware of these developments and should consider steps necessary to deal with their implementation. The session will focus on all aspects of shares and share capital and will highlight the changes made to the law, practice and procedure contained in the Companies Act 1985.

      Key outcomes

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

      • Understand the law, practice and procedure relating to shares and share capital
      • Appreciate the changes introduced by the Companies Act 2006 in relation to shares and share capital 
      • Be able to apply the new law to the allotment and issue of shares including ordinary, preference, bonus and other classes of shares 
      • Understand the amended law and procedure relating to the redenomination of shares and the reduction and acquisition of share capital 
      • Understand the key considerations contained in the Companies Act 2006 in relation to raising equity capital 
      • Identify and assess the impact of the provisions relating to share buybacks 
      • Consider the impact of the removal of the prohibition on a private company giving financial assistance for the acquisition of its own shares 
      • Understand the rules on the valuation of the distribution of a non-cash asset 
      • Gain an understanding of the overall practical impact of the 2006 Act

      Summary of training course content
      Part 1: Allotment and issue of shares: ordinary, preference and bonus issues

      The presenter will provide an overview of the provisions in the Companies Act 2006 relating to the issue of shares. Delegates will consult the relevant statutory extracts and apply the law to the facts of two case studies involving a private company and a public company. An exercise will require delegates to consider the law and procedure contained in the Companies Act 2006 for a company to issue shares of varying classes.

      In another exercise delegates to amend board minutes, notices of a members’ meeting and the wording of resolutions to conform to the requirements of the Act. Feedback and discussion will identify the changes introduced by the Act.

      In an evolving case study, delegates will consider a series of transactions involving shares and share capital, applying the law and provisions contained in the Companies Act 2006 and highlighting the differences from the law contained in the 1985 Act.

      Part 2: Redenomination, reduction and acquisition of share capital

      The presenter will lead a discussion on the changes relating to the redenomination of share capital, reduction of share capital and acquisition by a company of its own shares.

      Part 3: Share buybacks and financial assistance

      The presenter will provide an overview of the provisions relating to share buybacks and the changes to the current prohibition on the giving of financial assistance. Delegates will analyse these provisions and consider the changes from the 1985 Act.

      Part 4: Distributions

      Delegates will consider the statutory provisions relating to distributions and undertake an exercise in order to determine the amount of distribution treated as arising on the transfer of a non-cash asset.

      Part 5: Practical impact

      The presenter will lead a discussion on the main issues arising from the training session and on the practical impact of the 2006 Act.

    • Objectives

      The Companies Act 2006 has attempted to codify the common law principles relating to directors’ duties. The Act states that the duties are based on certain common law and equitable principles. Indeed, in a recent case, the judge was of the opinion that the new provisions relating to conflict of interest did not change the law in relation to the facts of the case. This course will, therefore, provide an analysis of some key common law principles which are essential to an understanding of how the provisions of the Act will be applied to a fact situation. This process will involve a consideration and reminder of key cases and key decisions and an analysis of the principles derived from them. The course therefore looks at case law and practice relating to, amongst other things, good faith, proper purpose, conflicts of interest and corporate opportunity. The course will also examine the effect of the provisions relating to ratification and how these provisions sit alongside common law position on unratifiable transactions. When examining shareholder rights and remedies, the course will consider how the Act has changed the previous position. In particular, the course will consider recent case law on the new derivative action provisions. Finally, the course will examine how the rights of minority shareholders can be protected and whether the Act’s provisions in relation to, for example, class rights and written resolutions, might alter the advice that we would give to clients.

      Key outcomes

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

      • Understand the liability of directors under statute and the continued importance of the common law
      • Understand who owes the duties and to whom are the duties owed
      • Understand transactions with directors and conflicts of interest
      • Understand ratification under the Act and authorisation and the its interrelation with the common law principles on ratification and unratifiable acts
      • Review shareholder rights and remedies, including derivative actions: recent case law and practice, and unfair prejudice under the Act
      • Consider practical steps to protect the minority in the light of changes introduced by the Companies Act
    • Is your contract worth the paper it is written on? Through a series of practical exercises, this course covers all the rules on proper execution of documents, including execution formalities for different organisations, making sure the right people have the necessary powers and authority to contract, execution clauses and common practical issues on signing and completion. This course provides delegates with an essential reminder of this important and technical area of the law including changes to the execution of documents introduced by the Companies Act 2006. The course will enable participants to:

      • Distinguish between deeds and simple contracts and appreciate the importance of proper execution
      • Recognise in respect of different organisations the documentary and other checks that are necessary to ensure that an organisation has the power to enter into a transaction, and who within that organisation has the authority to contract
      • Draft and comment on execution clauses for different organisations
      • Anticipate, identify and deal with common practical issues that emerge at signing and completion of large transactions
    • Who is a fiduciary? What are the common law fiduciary duties? How can conflicts of interests be avoided? Are information barriers effective? What does the future hold for common law fiduciary duties? This course covers the latest developments on fiduciary duties covering recent cases on fiduciary duties including the codified duties of directors under the Companies Act 2006. The course will enable participants to:

      • Identify when a fiduciary relationship arises, the nature of the duties owed and how fiduciaries operate
      • Understand the ways of modifying fiduciary duties, and appreciate the conflicts that may arise between statutory rules and fiduciary duties
      • Appreciate key proposals for reform
    • How many deals have you advised on when heads of terms have proved useful? How often have heads of terms been a hindrance rather than a help? Why was this? Using a case study example, this course covers the pros and cons of using heads of terms, the importance of distinguishing between binding and non-binding terms and the use and effect of heads of terms in an international context. The course also covers confidentiality agreements, exclusivity agreements and agreements relating to break fees. The course will enable participants to:

      • Identify the various documents, collectively referred to as preliminary agreements
      • Understand the underlying purpose and legal effect (if any) of each type of agreement namely heads of terms, confidentiality agreements, exclusivity agreements and agreements concerning break fees
      • Recognise the advantages and disadvantages of each type of agreement and the key features of each from both the seller and buyer perspective
      • The session focuses primarily on preliminary agreements in the context of an acquisition or disposal
    • Why do groups reorganise and demerge? What are the different types of reorganisations and demergers available? What are the company law and tax implications of each type of reorganisation and demerger? What are the relevant tax reliefs and exemptions that might apply? This course provides an overview of the different structures that might be used and the commercial, legal and tax issues relevant to group reorganisations and demergers.

      Key outcomes

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

      • Understand the different ways in which reorganisations, reconstructions and demergers can be effected
      • Appreciate the reasons for reorganising and identifying the range of options available 
      • Understand the significance of directors’ duties, asset transfer considerations, the law relating to return of capital and unlawful distributions, financial assistance, and insolvency 
      • Identify the main tax issues which arise in the context of a group reorganisation and appreciate the importance of such issues in determining the appropriate method of reorganisation 

      Summary of training course content
      Part 1: Why and how groups reorganise

      The key commercial, regulatory and company law issues arising on a group reorganisation, including directors’ duties, asset transfer considerations, the law relating to return of capital and unlawful distributions, financial assistance, and insolvency.

      Part 2: Tax issues on a reorganisation

      The key tax considerations in relation to the different types of reorganisations and demergers, including an overview of the principal reliefs and exemptions.

      Part 3: Demergers

      Different types of demergers including direct dividend demergers, three-cornered demergers, reductions of capital and section 110 Insolvency Act schemes.

    • This course reviews the legislative process in the UK, applies the principles and rules of statutory interpretation to case study examples and provides an essential overview of EC law and the principles of direct effect, indirect effect, damages, and the effects of EC law in the UK. The course will enable participants to:

      • Understand the doctrine of precedent
      • Appreciate the legislative process and the basic rules and assumptions used by courts in interpreting statutes
      • Understand the effects of EC law and the interpretation of EC law
      • Identify key EC law concepts
    • Do you want to understand how an occupational pension scheme works and the consequences different pension arrangements have in relation to corporate transactions? What powers does the Pensions Regulator have and how does the Regulator impact on a corporate deal? Do you want to understand why and how employers buy out pension scheme liabilities? This course provides corporate lawyers with an overview of pension schemes and looks at how occupational pension schemes affect different types of corporate transactions. It also explains what is meant by employers buying out their pension scheme liabilities. The course will enable participants to:

      • Gain an understanding of the different types of pension arrangement and the impact of pension arrangements on corporate transactions
      • Appreciate the role of the Pensions Regulator and its powers
      • Identify the key pension issues arising on share sales and asset transfers
      • Gain an understanding of the development of the buyout market
    • What should you consider from an employment legislative perspective in handling corporate transactions? Why is employment status important? What are the possible TUPE implications in the sale of a business? What are the key areas that need to be considered when drafting restrictive covenants in an SPA or BSA? What does a corporate lawyer need to know about directors’ service contracts and other benefits provided to management in a private equity transaction? What are the liabilities and potential claims of breaching employment legislation?

      This course provides junior corporate lawyers with an essential overview of key employment-related matters in corporate transactions. The course utilises a central case study throughout all sessions, following the life-cycle of a business and the subsequent critical moments in managing employment issues. The course will enable participants to:

      • Understand the key issues surrounding contracts of employment and employment status
      • Identify the role of the corporate lawyer in minimising employment related claims in corporate transactions
      • Determine the key employment issues surrounding share purchases and the sale of a business
    • This course provides background to International Financial Reporting Standards (IFRS) for corporate lawyers who would like to obtain an understanding of the issues and terminology frequently used in IFRS reports. The course starts with an introduction to IFRS and how it fits in globally and then looks at some specific issues that are relevant in the current economic climate. The course includes examples from recently published accounts and some of the difficult and controversial topics currently under debate, such as securitisations. Practical sessions during the course will allow participants to review live examples and check their understanding as they go through. The course will enable participants to:

      • Understand the different financial reporting standards globally
      • Understand financial instruments – securitisations and derivatives
      • Understand accounting for acquisitions and mergers – goodwill, intangible assets and impairment reviews
      • Understand accounting for land and property – owned or leased
    • Tax remains one of the most important considerations when companies or businesses are planning acquisitions or disposals of their assets or shares. An understanding of how tax interacts with such transactions is essential knowledge for all corporate lawyers. This course provides the basic technical tax knowledge needed to deal more confidently with this challenging area.

      Key outcomes

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

      • Appreciate the importance of tax and how it impacts on corporate transactions
      • Understand what a buyer or seller’s tax objectives might be on a share purchase transaction and an asset purchase transaction and how these can best be achieved 
      • Understand and identify the key tax issues that arise on a share purchase transaction and an asset purchase transaction 
      • Appreciate how tax is dealt with in the relevant transaction document 
      • Understand the tax factors that might influence how consideration is structured on a corporate transaction
      Summary of training course content
      Part 1: Why do we care about tax?

      An explanation of how tax interacts with corporate transactions and why good tax planning affects profitability.

      Part 2: Share purchases

       A case study on the key tax objectives for both a buyer and a seller on a share purchase transaction and how these key objectives can be achieved. In addition, an overview of the key tax issues arising on share purchase transactions generally.

      Part 3: Tax and the share purchase agreement

      An explanation of how tax is dealt with under the main transaction document.

      Part 4: Asset purchases

      A case study on the key tax objectives for both a buyer and a seller on an asset purchase transaction and how these key objectives can be achieved. In addition, an overview of the key tax issues arising on asset purchase transactions generally.

      Part 5: Tax and the asset purchase agreement

      An explanation of how tax is dealt with under the main transaction document.

      Part 6: Structuring the consideration

      A detailed consideration of the tax factors that might influence how consideration is structured on a corporate transaction. The types of consideration considered include; cash, loan notes, shares and earn-outs.