Public Companies and Equity Finance 2019

Mavrikakis

Sujets

• Droit et juridique
• Bank regulation
• Corporate law

Informations

• Publié par: College of Law Publishing
• Date de parution: 01 janvier 0001
• Nombre de lectures: 0
• EAN13: 9781912363872
• Langue: English
• Poids de l'ouvrage: 3 Mo

Extrait

PUBLIC COMPANIES AND EQUITY FINANCE

Published by
College of Law Publishing,
Braboeuf Manor, Portsmouth Road, St Catherines, Guildford GU3 1HA
© The University of Law 2019
All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any way or by any means, including photocopying or recording, without the written permission of the copyright holder, application for which should be addressed to the publisher.
British Library Cataloguing-in-Publication Data
A catalogue record for this book is available from the British Library.
ISBN 978 1 912363 76 6
Typeset by Style Photosetting Ltd, Mayfield, East Sussex
Tables and index by Moira Greenhalgh, Arnside, Cumbria
Preface
This book traces the life of a public company from birth (and its planned conception too), through adolescence and its growth into maturity until its demise, or at least the possibility of its demise, for immortality of course may beckon for this legal form of person. In doing so it concentrates on the public company listed on the London Stock Exchange. It is the mightiest of all companies, the biggest and the most high-profile. As such it operates subject to a whole raft of additional rules and regulations (advice on which provides many a fat cheque for lawyers and other advisers), and is required to expose itself to unparalled public scrutiny (providing rich pickings for newspaper and television journalists with unending column inches or minutes to fill).
This book has been written to explain the issues a lawyer may encounter when advising a public company. It seeks in particular to explain the principles behind the rules and to decipher the jargon which lawyers like to use in relation to those rules.
This book should be useful to law students and trainees in corporate seats, as an overview of public company work and as a guide to using the primary sources more effectively. It may also be of interest to the other professionals who work alongside public company lawyers, such as lawyers who undertake corporate support work, accountants and stockbrokers, as an insight into just what public company lawyers do.
To achieve an overview of public company issues, the best way to read this book is to start at Chapter 1 and read through to Chapter 24 . This will guide you in a logical manner through the issues which face a public company, from registration, through flotation, to complying with continuing obligations, raising funds and entering into transactions. However, the book is also suitably cross-referenced to enable it to be used in practice as a reference book.
As a result of tremendous regulatory activity in the field of public companies over the past few years, primarily provoked by a raft of EU legislation and the global financial crisis, there have been plenty of significant amendments to primary sources. More significant changes will continue to occur in the coming years until Brexit occurs, as significant pieces of EU legislation are at various stages of being implemented and EU law will of course remain part of English law until the UK leaves the EU. The prospect of Brexit brings with it great uncertainty for the City and its financial markets, and for the corporate lawyer as well. So much of the law affecting listed companies originates from the EU, and at the time of writing it seems that the UK Government will, initially at least, preserve as much of the existing EU law as possible, even in a ‘no deal’ scenario.
I am most grateful to Alistair MacQueen, Robert Nisbet-Smith, Catherine Shephard, David Stott and Peter Watson for variously their bequest, forbearance in the face of deadlines stretched, scrupulous attention to detail and lawyerly insight.
This book should not be relied upon for the provision of, or as a substitute for, legal advice.
Please feel free to e-mail any comments to [e-mail] .
The law is stated as at 31 July 2019.
Alexis Mavrikakis
The University of Law London
For Robert and Waffle
and in memoriam
Alistair MacQueen
Suzanne Lowe
and Daisy
Contents
PREFACE
TABLE OF CASES
TABLE OF STATUTES
TABLE OF SECONDARY LEGISLATION
GLOSSARY
Part I BECOMING A LISTED COMPANY
Chapter 1 PUBLIC COMPANIES
1.1 Introduction
1.2 What is a public company?
1.3 What is a listed company?
1.4 The distinction between ‘public’ and ‘listed’
1.5 Advantages of public company status
1.6 Potential disadvantages of public company status
1.7 Advantages of listing
1.8 Potential disadvantages of listing
1.9 Achieving public company status
1.10 Achieving listed company status
Chapter 2 THE LONDON STOCK EXCHANGE
2.1 What is the London Stock Exchange?
2.2 The market place
2.3 The Main Market
2.4 AIM
2.5 Dealing on the markets
2.6 Investors in the markets
2.7 Regulation of the Stock Exchange
2.8 The role of the Stock Exchange in the flotation process
2.9 Admission and Disclosure Standards
2.10 Future developments
Chapter 3 THE EU AND THE FINANCIAL CONDUCT AUTHORITY
3.1 EU regulation
3.2 The competent authority for listing in the UK
3.3 What does the FCA (in its capacity as the UKLA) do?
3.4 Relationship between the FCA and the Stock Exchange
3.5 Prospectus Regulation, Listing, Transparency and Corporate Governance Rules
3.6 Sanctions for breach of the key rules
3.7 Future developments
Chapter 4 INITIAL PUBLIC OFFERINGS: PREPARATION
4.1 What is an Initial Public Offering?
4.2 Appointing a team of advisers
4.3 Is the company ready to float?
4.4 Choosing how to float
4.5 Restructuring the company
4.6 What next?
Chapter 5 INITIAL PUBLIC OFFERINGS: THE PROCESS
5.1 Introduction
5.2 The IPO process
5.3 The lawyers’ perspective
5.4 Key dates
Chapter 6 INITIAL PUBLIC OFFERINGS: THE PROSPECTUS
6.1 Introduction
6.2 Purpose
6.3 Prospectus or listing particulars?
6.4 The requirement for a prospectus
6.5 Content
6.6 Responsibility
6.7 Liability
6.8 Verification
6.9 Types of prospectus
6.10 Validity
6.11 Passporting
Part II BEING A LISTED COMPANY
Chapter 7 CONTINUING OBLIGATIONS
7.1 Introduction
7.2 Why have continuing obligations?
7.3 Where to find the continuing obligations
7.4 Obligations with continuing application
7.5 Disclosure and notification of information about the company
7.6 Obligations relating to the shareholders of the company
7.7 Financial information about the company
7.8 Disclosure of transactions by persons discharging managerial responsibilities
7.9 Communication with shareholders
7.10 The Admission and Disclosure Standards
7.11 Sanctions
Chapter 8 CORPORATE GOVERNANCE
8.1 What is corporate governance?
8.2 The UK framework
8.3 The UK Corporate Governance Code
8.4 Directors’ remuneration
8.5 Institutional investors
8.6 Shareholder Rights Directive
8.7 Women on boards
8.8 Future developments
Chapter 9 THE FINANCIAL SERVICES AND MARKETS ACT 2000 AND THE FINANCIAL SERVICES ACT 2012
9.1 Background
9.2 The FCA’s objectives
9.3 Relevance to practice
9.4 The general prohibition on carrying on a regulated activity
9.5 The Financial Services Act 2012
Chapter 10 MARKET ABUSE
10.1 Introduction
10.2 What is market abuse?
10.3 The main offences
10.4 Insider dealing
10.5 Unlawful disclosure of inside information
10.6 Market manipulation
10.7 Exemptions
10.8 Sanctions
Chapter 11 INSIDER DEALING
11.1 Introduction
11.2 The offence
11.3 Three ways the offence can be committed
11.4 Territorial scope
11.5 Defences
11.6 Sanctions
11.7 Scope of the offence
Chapter 12 FINANCIAL PROMOTION
12.1 Introduction
12.2 Section 21 of the FSMA 2000
12.3 Consequences of breach
12.4 What is a financial promotion?
12.5 Relevance in practice
12.6 Purpose
12.7 The detail of s 21
12.8 Territorial scope
12.9 Exemptions
12.10 Conclusion
Part III EQUITY FINANCE
Chapter 13 SHARES
13.1 Introduction
13.2 What is a share?
13.3 Some terms relating to share capital
13.4 What benefits does a share have?
13.5 Classes of share
13.6 Shares or debt?
13.7 Varying class rights
13.8 Registration of share rights
13.9 Employee share schemes
Chapter 14 ISSUING SHARES
14.1 Introduction
14.2 Terminology
14.3 Issuing shares: three vital questions
14.4 Limit on number of shares
14.5 Authority to allot
14.6 Pre-emption rights on allotment
14.7 Issuing the shares
14.8 Conclusion
Chapter 15 DISCLOSURE OF INTERESTS IN SHARES
15.1 Introduction
15.2 Nominee shareholders
15.3 The register of members
15.4 Rules requiring the disclosure of share interests
15.5 Notification of the acquisition or disposal of major shareholdings
15.6 The company’s power to investigate beneficial ownership
15.7 Other requirements
15.8 Summary
Chapter 16 FINANCIAL ASSISTANCE
16.1 Introduction
16.2 Rationale
16.3 The financial assistance prohibition
16.4 What is financial assistance?
16.5 What is not financial assistance?
16.6 Avoiding the restrictions
16.7 Sanctions
16.8 Conclusion
Chapter 17 EQUITY FINANCE
17.1 Background
17.2 What is equity finance?
17.3 Why a company needs equity finance
17.4 Listed company rules and regulations
17.5 Equity finance documentation
17.6 Methods of raising equity finance
17.7 Rights issue
17.8 Open offer
17.9 Placing
17.10 Acquisition issue
17.11 Vendor placing
Chapter 18 EQUITY FINANCE OR DEBT FINANCE?
18.1 Introduction
18.2 Income
18.3 Capital
18.4 Capital growth
18.5 Taxation
18.6 Rights
18.7 Investors
18.8 The problem
18.9 The solution
18.10 Conclusion
Part IV LISTED COMPANY TRANSACTIONS
Chapter 19 ACQUISITIONS AND DISPOSALS
19.1 Introduction
19.2 Basic considerations
19.3 Listed company considerations
19.4 The classification of transactions
19.5 Related party transactions
19.6 The circular
19.7 The transaction timetable
19.8 Conclusion
Chapter 20