Corporate Finance - Legal Practice Specialism

Course Structure

• 1. Flotations I: The Listing Process

  This course explains why a company may want to list and outlines the preparation needed for a premium listing on the Main Market of the London Stock Exchange. You'll explore key terminology and legislation, understand the reasons for floating, and learn about the necessary changes to management structure and share capital to comply with the UK Corporate Governance Code.

  By the end of this course, you'll be able to:

  Identify the key legislation and regulations affecting equity securities in the UK

  Understand the advantages and disadvantages of seeking a flotation

  Recognise the conditions which make a company an appropriate applicant for listing on the Official List under the Listing Rules

  Advise on the management structure of an applicant company with reference to the UK Corporate Governance Code

• 2. Flotations II: The Offer and Offer Documents

  This course explores the different ways a new applicant for listing on the Main Market can structure its offering. You'll learn about retail and institutional offers, the requirement for a prospectus, and the content of a typical offer. The course also covers the timetable for an institutional offer and the key stages of the listing process.

  By the end of this course, you'll be able to:

  Assess the relative merits of different offer structures

  Contrast the key features of retail offers and institutional offers

  Analyse when a prospectus is required

  Recognise the timetable and content of a typical offer

• 3. Alternatives to the Main Market

  This course provides an overview of the procedure for a company to apply for admission to AIM as an alternative to the Main Market. You'll explore the reasons for seeking an AIM admission, the preparation required, the key advisers involved, and the timetable to follow. The course also covers the continuing obligations of an AIM listed company.

  By the end of this course, you'll be able to:

  Analyse the reasons why a company may seek an AIM admission

  Explain the procedure for an AIM admission

  Identify the key parties and documents for an AIM admission

  Understand the timetable for an AIM admission

  Advise on the continuing obligations of an AIM listed company

• 4. Liabilities for Share Issues

  This course explores the potential liabilities related to share issues, including statutory, tortious, and liability under the Misrepresentation Act. You'll learn about the liabilities of sponsors and the need for verification in connection with a prospectus.

  By the end of this course, you'll be able to:

  Recognise the potential liabilities arising in connection with the preparation and publication of a prospectus and the need to undertake verification

  Identify the circumstances in which a supplementary prospectus would need to be prepared and published

  Explain the potential exemptions from liability

  Understand the basic legal and regulatory regime concerning financial promotion

• 5. Secondary Share Issues I

  This course covers how listed companies raise further finance by issuing more shares via a placing. You'll learn about the advantages and disadvantages of a placing, the resolutions needed at an AGM, and the impact of statutory and regulatory pre-emption rights.

  By the end of this course, you'll be able to:

  Understand some of the commercial reasons for a secondary offer of shares

  Explain the advantages and disadvantages of a placing

  Appreciate the impact of statutory and regulatory pre-emption rights on a placing

  Analyse the business transacted at an annual general meeting (AGM) of a listed company

• 6. Secondary Share Issues II

  This course deals with how listed companies raise equity finance through rights issues and open offers. You'll explore the key characteristics, advantages, and disadvantages of each type of pre-emptive issue, the necessary AGM resolutions, and the impact of pre-emption rights.

  By the end of this course, you'll be able to:

  Understand the key issues in relation to rights issues and open offers

  Explain the advantages and disadvantages of pre-emptive issues for your listed company client and its shareholders

  Appreciate the impact of statutory and regulatory pre-emption rights on rights issues and open offers

  Identify the factors which impact on a rights issue timetable

• 7. Continuing Obligations

  This course explores the additional rules and regulations for UK incorporated companies with a premium listing of shares on the Official List. You'll focus on disclosure obligations related to inside information and share dealings, and examine the insider dealing regime under the Criminal Justice Act 1993 and market abuse regulations.

  By the end of this course, you'll be able to:

  Understand the continuing obligations on listed companies relating to the disclosure of inside information

  Identify instances of market abuse and criminal insider dealings offences

  Examine the provisions relating to the disclosure of share dealings

• 8. Introduction to Loans

  This course focuses on understanding the structure of a typical loan transaction, including the need for representations, undertakings, and events of default. You'll learn how to amend these to suit the client's needs.

  By the end of this course, you'll be able to:

  Identify the differences between different types of bank lending

  Understand the timeline of a loan transaction

  Explain the function and purpose of key clauses in a loan agreement

  Analyse the concerns of a borrower and lender when negotiating the loan agreement

  Advise the lender on its options following an event of default

• 9. Introduction to Bonds

  This course covers bonds, their nature, and the reasons for issuing them. You'll learn about the parties and documents required for a bond issue and the procedure for issuing a bond.

  By the end of this course, you'll be able to:

  Explain the nature and legal characteristics of bonds

  Describe the advantages and disadvantages of using bonds as a financing tool

  List the parties and documents involved in a bond issue and explain their function

  Advise a client on the procedure involved in issuing a bond

  Understand the reasons for listing a bond

• 10. Security

  This course deals with issues related to security and the types of assets typically charged in favour of a lender. You'll learn about the importance of security in company borrowing and the key considerations for lenders.

  By the end of this course, you'll be able to:

  Understand what security is and appreciate why lenders take security

  Distinguish between the main types of security taken over assets

  Identify the assets of a business capable of being secured and advise as to the appropriate security interest to be used to secure them

  Advise on the purpose and methods of perfection of security

  Advise on the priority of security interests

• Certification

  Upon completion of the course, you will be awarded a digital certification.
  
  To earn your certificate for this course, you need to successfully complete the assessment with a score of 80% or higher. Once you pass the assessment and the invigilation check, you'll receive your digital certificate the following month. Your certification will be sent directly to your registered email address.