Description:
Public Companies and Equity Finance offers a clear and practical examination of the legal and regulatory framework within which public companies operate. The guide examines all aspects of the life of a public company, including the IPO, the regulatory regime, corporate governance issues and listed company transactions. Particular emphasis is given to those areas which, typically, junior lawyers will experience. Throughout the text, the lawyer's role is placed in context and attention is given to the roles of other advisers to public companies where relevant to the lawyer. This new edition has been fully updated to cover all recent legislative and case law developments. It covers the Companies Act 2006 provisions which have come into force at the date of writing, including those dealing with takeovers, schemes of arrangements, electronic communication, the notification of major interests in shares, regulation of public offers, minimum share capital requirements, company meetings and the preparation of annual accounts and reports. It also discusses, alongside the existing law, the new Companies Act 2006 provisions affecting all aspects of a public company which are scheduled to come into force on 1 October 2009. The book examines the new Corporate Governance Rules, introduced by the implementation of the EU Statutory Audit and Company Reporting Directives in the UK, and the amendments to the listed company s continuing obligations as a result, including the requirement for an Audit Committee and Corporate Governance statements. Further updates to this new edition reflect the introduction of new versions of the Combined Code (June 2008), the Pre-emption Group s Statement of Principles (July 2008) and the London Stock Exchange s Admission and Disclosure Standards (October 2008) and amendments made to the Listing Rules, Prospectus Rules, Disclosure and Transparency Rules, the City Code on Takeovers and Mergers and the Financial Services and Markets Act 2000, as well as the implementation of EU Markets in Financial Instruments Directive (MiFID). Greater consideration has also been given to the EU s regime for the passporting of prospectuses. New, topical examples of how the issues covered in this book affect real-life public companies and their directors are included throughout, including those provoked by the global financial crisis, particularly in the areas of secondary issues of shares and market abuse and insider dealing. Contents Becoming a Listed Company Public Companies The London Stock Exchange The Financial Services Authority IPOs Preparation IPOs The Process IPOs The Prospectus Being a Listed Company Continuing Obligations Corporate Governance The Financial Services and Markets Act 2000 Market Abuse Insider Dealing Financial Promotion Equity Finance Shares Issuing Shares Disclosure of Interests in Shares Financial Assistance Equity Finance Equity Finance or Debt Finance? Listed Company Transactions Acquisitions and Disposals Takeovers Regulation Takeovers Preparation The Takeover Process Takeovers Merger Control AIM Appendices