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.
This course will:
Through case studies, the following areas will be explored:
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.
The objectives of the training course are to enable participants to:
Presenter highlights the main impact of the Act on public company AGMs.
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.
The presenter will review some of the general preparations required for an AGM.
Participants consider provisions that may be included in articles of association to assist in the smooth running of 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.
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.
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.
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.
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.
The presenter will lead a discussion on the main issues arising from the training session and on the practical impact of the 2006 Act.
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.
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:
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:
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:
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.
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.
The key tax considerations in relation to the different types of reorganisations and demergers, including an overview of the principal reliefs and exemptions.
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:
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:
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:
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:
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.
The objectives of the training course are to enable participants to:
An explanation of how tax interacts with corporate transactions and why good tax planning affects profitability.
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.
An explanation of how tax is dealt with under the main transaction document.
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.
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.