Other essentials modules

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

Company Meetings

Shares and Share Capital

Directors' Duties

Execution of Documents

Fiduciary Duties

Preliminary Agreements

Groups and Reorganisations

Statutory Interpretation

Pensions for Corporate Lawyers

Employment Law for Corporate Lawyers

Financial Reporting and Accounting for Corporate Lawyers

Company Meetings (three hours)

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 new 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. The course will 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 the Companies Act on the calling and conduct of AGMs
The session focuses on the issues relevant to the AGM of a listed public limited company

Shares and Share Capital (three hours)

The Companies Act 2006 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 course will enable participants to:

Understand the law, practice and procedure in relation 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 new 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 relating to the valuation of the distribution of a non-cash asset
Gain an understanding of the overall practical impact of the 2006 Act

Directors' Duties (three hours)

The Companies Act 2006 sets out the duties of directors of all types of companies. In particular, the Act codifies directors’ duties and re-states and amends other statutory provisions relating to the duties and liability of directors and shadow directors. The importance of these provisions is reflected in the significant debate and comment that they attracted as the Bill passed through its legislative stages. This course examines these provisions and assesses the practical impact of the Act on directors’ duties and liabilities. The course will enable participants to:

Understand the changes that will be introduced by the Companies Act 2006 to the duties and liability of directors and to identify the impact that those changes may have on practice and procedure
Understand the nature and scope of the general duties of directors as provided in the Companies Act 2006 and to appreciate the common law rules and equitable principles upon which the statutory provisions are based
Appreciate the civil consequences of breaches those duties
Identify the impact that the changes may have on decision making, the conduct of board meetings, and the liability of directors
Understand the consent and approvals available in respect of acts by directors
Identify the wide range of other statutory duties and provisions relating to directors and appreciate the civil and criminal consequences of failing to adhere to these duties and provisions
Identify methods of protecting directors against potential claims

Execution of Documents (three hours)

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

Fiduciary Duties (1.5 hours)

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

Preliminary Agreements (two hours)

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

Groups and Reorganisations (three hours)

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 course will 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

Statutory Interpretation (1.5 hours)

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

Pensions for Corporate Lawyers (three hours)

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

Employment Law for Corporate Lawyers (three hours)

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

Financial Reporting and Accounting for Corporate Lawyers (three hours)

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

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