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Articles contributed by Charles Russell LLP
When a company is proposing to apply for admission of its shares to AIM on an initial public offering (IPO), legal due diligence is an integral part of the process required to be carried out by the company. Legal due diligence is primarily designed to help minimise potential liability for the company and its board of directors, who have primary responsibility for the admission document. The nominated adviser to a company, however, is also responsible to the London Stock Exchange for assessing the appropriateness of the company for AIM, and legal due diligence plays a key role in this. Legal due diligence will highlight at an early stage of the process any issues that need to be dealt with to ensure that the company will be suitable for admission to AIM. Through this process, the company will also gather the information required to be included in the admission document.
The Prospectus Regulations 2005, which implemented the EU Prospectus Directive (2003/71/EC) in the UK, came into force on 1 July 2005. Unsurprisingly, since then, both the UK Listing Authority (UKLA) and regulators across the EU have been questioned by companies and their advisers on required prospectus content under the new rules.
The phased implementation of the Companies Act 2006 (the 2006 Act) means that, while some provisions came into force on 1 October 2007, additional provisions will be implemented on 6 April 2008 and 1 October 2008. This is in addition to the few provisions that came into effect on 1 January 2007 and 6 April 2007.
Primary considerations for a joint venture structure relate to tax, commercial practicalities and liability and will always depend on the particular circumstances.
Since the rebranding of Ofex as PLUS in October 2006, the alternative market offering to AIM is enjoying a comeback as an increasingly popular way for small, emerging companies to trade publicly. The renewed interest in PLUS has much to do with its cost-effectiveness and flexible regulation. Most companies want to pay lower professional fees while enjoying a trading facility, a valuation and market exposure, but without the burden of onerous regulatory requirements. This article sets out the ways companies can come to PLUS, the key documentation, the role of advisers and the benefits of trading on this market.
The provisions of the Companies Act 2006 (the 2006 Act) relating to directors' duties will come into force on 1 October 2007, with the exception of those relating to conflicts of interest, which will come into force on 1 October 2008. The 2006 Act contains a statutory statement of duties, referred to as the ‘general duties', which are based on the existing common law rules with some alterations and additions. This briefing outlines the new duties, and the effects they have on the current position.
Outsourcing may seem an ideal opportunity to cut costs, transfer responsibility (hopefully to an industry expert), improve the level of service and concentrate on core areas of a business, but along with these and other potential benefits it is important to consider possible risks before entering into an outsourcing arrangement. This briefing sets out some of the areas of risk to consider and ways to mitigate them.
If a company has a 31 December financial year end, it will probably be holding its AGM in the next couple of months. This article provides guidance on how to handle certain issues relating to AGMs. It has been drafted on the basis of current law (the Companies Act 1985 (CA 1985)) and best practice. The Companies Act 2006 (CA 2006) will bring about certain changes, some of which are summarised below.
The FSA has introduced new rules governing the release of financial information by listed companies and notifications that are required in respect of shareholdings in listed companies.
New legislation came into force earlier this year facilitating the use of electronic communications (e-communications) for both private and public companies. This article provides an overview of the relevant provisions.
If an entity wishes to expand or diversify through acquisition, it may do so by acquiring a business and its assets (asset purchase) or the shares of the company (target company) that owns the business and assets (share purchase).