In recent years the markets have been subdued due to concerns over the global economy and fears that IPO valuations have been overpriced. This economic climate is leading to distressed sales and restructurings particularly in the retail sector. Shareholders are looking more closely at executive pay, board composition and share valuations, resulting in more activism.
There has also been concern regarding the corporate governance standards of foreign companies listing in the UK. Recent events at News Corporation International have shown how corporate governance failings can impact on deals, and the bad publicity that can ensue.
Our expert speakers will examine how the changes to the Takeover Code are working, how the newly set up Financial Conduct Authority will impact on listed companies, and whether the merger of the OFT and the Competition Commission has changed enforcement policy.
Forthcoming Webinars
Here is the schedule of forthcoming webinars for this practice area.
On Demand Webinars
Here is a list of previously broadcast webinars that are now available on demand.
24th May 2011
The Bribery Act - how does it affect corporate lawyers?
• Where are the high risk areas for corporate lawyers?
• Joint ventures – lessons from America the US Foreign & Corrupt Practices Act experience and why it is relevant to the Bribery Act
• M&A - avoiding the pitfalls & what to look for when conducting due diligence
• M&A – if you uncover a problem in an acquisition target what should you do?
• MoJ and joint prosecutorial guidance on the Act - what a deal-maker needs to know
• Putting "adequate procedures" in the deal docs: strategic partnerships with the public sector; outsourcing/service contracts
9th Jun 2011
The Takeover Code post Cadburys
• Reflections on the financial crisis
• Cries for takeover reform in the wake of Kraft Foods' hostile offer for Cadbury
• Takeover Code review: outcome and impact
1st Jul 2011
The UK Corporate Governance Code
• A review of the Corporate Governance Code
• A review of the Stewardship Code
• Shareholder engagement and activism
• Remuneration in light of the new Code
• A two tiered structure for regulated companies
• Is this sufficient?
13th Sep 2011
Conducting effective due diligence
This webinar will cover:
• Agreeing division of responsibility for various elements of the process as between client team, solicitors and other professional advisors (including any overseas lawyers)
• Drafting and refining warranties in the light of due diligence information
• The interaction between buyer due diligence and seller disclosure (including the effect of the Buyer’s actual or imputed knowledge on the Buyer’s right to bring warranty claims)
• Indemnification or price reduction for matters disclosed by sellers which are contrary to warranties
• Impact of financial due diligence on the key adjusting items between Enterprise Value and Equity Value (Cash, Debt and Working Capital)
• Accountant's perspective on the pros and cons of Locked Box versus Completion Accounts
• Key accounting aspects of completion accounts SPAs (who prepares, accounting hierarchy, specific accounting policies, review process and dispute resolution)
• Accounts warranties
13th Oct 2011
A review of the Companies Act 2006 - how is it working?
The Companies Act 2006 was heralded as bringing about the most dramatic and far-reaching changes to company law for many years. But five years on, has it actually offered a panacea to the market? It is imperative that you possess up to date knowledge on the latest case law and best practice to ensure that correct systems and controls are in place to safeguard compliance.
This webinar will cover:
• The last five years
-Hits
-Misses
• Directors’ interests – distinguishing between situational and transactional conflicts
• When each applies and how to deal with them
• Conflicts in groups and joint ventures
27th Oct 2011
The regulation of Limited Liability Partnerships
A limited liability partnership (LLP) is a partnership in which some or all partners have limited liability. One partner is not responsible or liable for another partner's misconduct or negligence. Governed by the Limited Liability Partnership Act 2000 rather than the Companies Act 2006, they are a very different beast than regular companies. This webinar will examine the specific issues and problems that can be encountered by an LLP and offer tips and tactics to avoid them.
This webinar will cover:
• Liquidator claims:
- Wrongful trading
- Clawback provisions
- Preferences
- Breach of duty to LLP
- Third party claims
- Deceit
- Negligence
- Breach of fiduciary duty
• Dealing with disputes in LLPs – getting yourself out of hot water
• Restrictive covenants
- Team moves
- Non poaching
- Fundamental breaches
• Age and other discrimination
- Moving on the old guard
- Protecting your rights
• Shifting landscape
9th Nov 2011
Share capital issues
Under common law, any distribution of a company's assets to a shareholder, except in accordance with specific statutory procedures is unlawful. The case of Aveling Barford applied this common law rule to a case in which a company had sold an important asset to another company (both controlled by the same person) at gross undervalue and the court held that the sale amounted to an unauthorised return of capital. This webinar will consider the impact of this decision in light of the recent case of Progress Property v Moorgarth.
This webinar will cover:
• Types of unlawful distributions
• Regularising unlawful distributions
• Distributions in kind and Aveling Barford
• Progress Property v Moorgarth - the common law rule against unlawful distributions
5th Dec 2011
Tax for corporate lawyers
Corporate tax is a potential minefield. This webinar will discuss the impact of the changes to the overseas tax rules on company structure and examine the key tax issues you should be aware of on asset and share sales. Our illustrious speaker panel will offer top tips to guide you through the process as seamlessly as possible and provide practical take home advice.
This webinar will cover:
• Key tax issues on share sales and asset sales - what worries (or should worry) a buyer/seller?
• Pre-sale reorganisations
• Deal protection
• Private equity
• Corporate tax roadmap: changes to overseas tax rules - what do the changes mean for company structures?
• VAT on professional fees - when and how can VAT be recovered by clients?
• Recent developments
