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Training Course Summary:

Participants will gain a thorough overview of the rules and regulations surrounding corporate finance activities, highlighting those areas likely to cause serious problems if overlooked. The course will enable 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.

Training Course Overview/Content:

Corporate governance
Financial Services and Markets Act (FSMA)
The Financial Services Authority (FSA)
Authorisation to conduct business
Financial promotion
Misleading statements & practices
Insider dealing
Market abuse
Cadbury, Greenbury, Hampel
Turnbull, Smith, Higgs
The Combined Code

The regulatory framework for quoted companies
The Official List, AIM & OFEX
The Listing rules (UKLA) & POSREGS
Sponsors & Nomads
The Takeover Code – General principles
Rules for substantial acquisitions of shares

Managing relationships
Appointing advisers
Engagement letters & fees
Audit committees
Managing a completion meeting

Duties of directors
Statutory responsibilities
Role of the chairman
Executive, non-executive and shadow directors
Alternate, nominee and associate directors
Authority of the board
Board meetings
Extent of duty and skill expected
Insolvency and wrongful & fraudulent trading
Service contracts & consultancy agreements

Areas of potential complexity
Financial assistance (s.151)
Joint & several liability
Due diligence
Verification of prospectuses
Representations, warranties and disclosures
Money laundering