Dates                                                                  

30 September 2008
9 March 2009
19 November 2009
                       
Course Overview

Participants will gain a thorough overview of the rules and regulations surrounding mainstream 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.

The regulatory framework for quoted companies
The Official List, the LSE & AIM
The Listing rules & the UKLA
The EU Prospectus Directive
Sponsors & Nomads
Competition regulations
The Takeover Code

Areas of potential complexity
Money laundering
Managing a completion meeting
Timing problems
Release of charges
Money transfers
Completion in escrow
Joint & several liability
Representations, warranties and disclosures
Verification of prospectuses
Due diligence

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
Audit committees
The Combined Code

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
Service contracts & consultancy agreements
Wrongful & fraudulent trading
Insolvency
Appointing advisers
Engagement letters & fees