Life of a listed company modules

Please follow the links below for more information on module content:

Initial Public Offerings (IPOs)

Financial Promotion

Market Abuse and Insider Dealings

Rights Issues, Open Offers and Placings

Listed Company Transactions

AIM: The Alternative Investment Market

Initial Public Offerings (IPOs) (one day)

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. The course will 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

This course can also be delivered as two separate three-hour sessions.

Financial Promotion (three hours)

What is a financial promotion? Do you know the difference between a ‘real time’ and ‘non-real time’ communication? When is a communication ‘made’ and when is it ‘directed’? When will a financial promotion on a website be subject to the UK regime? If you do not know the answers to these questions, then you may be interested in attending this course. It uses practical case studies to apply the financial promotion regime under the Financial Services and Markets Act 2000 (FSMA) and the many exemptions in the Financial Promotion Order (as amended). The course will enable participants to:

Identify whether a communication is a financial promotion and any relevant exemptions from the requirement for issue or approval by an authorised person
Analyse and apply the relevant provisions of FSMA and the statutory instrument creating exemptions
Appreciate the requirements of the role of an authorised person in approving financial promotions
Appreciate the consequences of a financial promotion being communicated without the necessary approval

Market Abuse and Insider Dealings (three hours)

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. The course will 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
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

Rights Issues, Open Offers and Placings (three hours)

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. The course will 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)

Listed Company Transactions (three hours)

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. The course will 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

AIM: The Alternative Investment Market (three hours)

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. The course will enable participants to:

Consider and appreciate the rationale for the choice of AIM for listing
Understand the role of the Nominated Adviser and consider the basic conditions for listing under the AIM Rules, including 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

For course information and links to other modules, go back to course overview.