1. Seminar No. 4
Master Class in English Law
Wedlake Bell LLP
7 June 2013
2. About Wedlake Bell LLP
• Long-established mid market law firm
• Operating from central London
• Full service
• UK and international work
• Founding member of Telfa
3. Structure of the morning
Fundamentals of English Law – Jeremy Lederman
How to structure a joint venture agreement in the context of a hotel
joint venture - Julian Mathews
An initial public offering of securities in London – Edward Craft
4. TELFA CONFERENCE AND GLOBAL LAW
FORUM IN CONJUNCTION WITH USLAW
7 June 2013 – 9:30am to 12 noon
Wedlake Bell LLP
Fundamentals of English Law
5. Jeremy is head of commercial litigation at Wedlake Bell.
Jeremy acts and advises on a wide range of international and
UK litigation, arbitration, mediation and alternative dispute
resolution. His work includes acting for creditors and lenders
regarding debt recovery, contractual disputes, disputes arising
from mergers and acquisitions, shareholders and partnership
disputes, professional negligence, fraud, insolvency, IT
disputes, regulatory matters and judicial review, charity
disputes and aviation. Jeremy represents listed multinationals,
national and other businesses of all sizes, religious institutions,
charities and individuals.
Jeremy has substantial experience of litigation involving an
international element. He has recently been acting in
multinational litigation brought by a Russian bank against a
guarantor with a freezing order against assets worldwide.
20 67674 0530
6. 1. Scope of Presentation
2. Sources of English Law and court system
3. Key forms of legal personality
4. Law of Contract
5. Law of Trusts
7. 1. Scope of Presentation
• Large subject in little time
• Necessarily brief summaries
• English law only
• Focus on civil claims and in particular :-
• Sources of English Law and court system
• Key forms of legal personality
• Law of Contract
• Law of Trusts
8. 1. Sources of English law
• Statutes – Specific laws
• European Union
• UK statutes and other legislation
9. 2. Sources of English law continued
• Judge made law "the common law “.
• System of precedent by which Judges follow decisions
in past cases.
• As at 2007 estimated over 1000 volumes of law reports
containing approximately 400,000 cases. Will have
increased significantly since then.
10. 2. Sources of English law continued
• Court of Justice of European Union provides
interpretation of EU treaties and legislation which bind
all courts below (but not itself).
• Supreme Court (formerly the House of Lords -judicial
committee) binds lower courts but not itself.
• Court of Appeal binds lower courts and itself.
• High Court binds lower courts (County and Magistrates
courts) but not itself.
11. 2. Sources of English law continued
• Specialist Courts (for example Chancery, Commercial,
Technology and Construction - 60% of cases in
Commercial Courts have Russian element).
• In certain cases Judges can find ways around
precedents from previous cases but it is not usual to
• Reports of Law Commission or authoritative articles or
text books may be persuasive.
12. 3. Key forms of legal personality
Natural person - i.e. an individual
Separate legal personality from shareholders/members or those who control it
and continues to exist regardless of what happens to them.
Main statute Companies Act 2006 largely consolidation but new provisions as
Main types :-
• Companies limited by shares
• Companies limited by guarantee
• Unlimited companies
13. 3. Key forms of legal personality continued
• Definition - a relationship between two or more persons carrying on
business in common with a view to making a profit.
• No separate legal personality and all partners liable for all debts save as
Limited Liability Partnerships (LLPs)
• Came into force in 2000. Kind of hybrid of partnerships and limited
companies except much more in common with limited company. No
shareholders, directors or shares, but do have members.
• Separate legal personality.
14. 3. Key forms of legal personality continued
• LLPs very popular with professionals who could not incorporate also as
vehicles for holding real estate. It has been said they offer more
flexibility than limited companies.
• Whilst LLPs have been very popular they not widely understood and we
are experiencing the first few cases on what happens when things go
• Entities that operate through trustees (see later). No minimum number
but need two to hold real estate.
15. 4. Contract law
Clearest definition :-
"An agreement between two or more parties intended to have legally
enforceable consequences" .
Key requirements for a valid contract :-
a) there is an offer by one party.
b) the offer is accepted by the other(s).
c) the parties intend to create a legal relationship (intention to create legal
d) there is consideration, i.e. a price is paid for the performance of the
e) where required, formalities are complied with.
f) the parties have legal capacity to enter into the contract.
g) the wish to enter into the contract is genuine i.e. there has been no
mistake, fraud or duress.
h) the purpose of the contract is legal.
16. a) Offer
An offer can be verbal, in writing or by conduct.
Example of making offer by conduct would be taking goods from shelf in a
supermarket to a cashier and asking to pay.
An offer ends :-
- when it is not accepted within the time specified or within a reasonable
time (more arguable).
- it is withdrawn before acceptance.
- it is rejected by the person to whom the offer was made ("the offeree").
Rejection can be a simple rejection or by making of a counter offer or setting a
17. b) Acceptance
Can be written, oral or by conduct.
If a method of acceptance is stipulated one should follow that.
Must be complete, unqualified and unconditional.
Offer or acceptance "Subject to contract" or Subject to Formal Agreement"
means the parties are not bound until a formal contract is entered into. Such
wording is often used at the beginning of a transaction where the parties want to
put forward an offer but it is intended a fuller agreement is entered into.
An invitation to tender is for parties to offer to supply goods or services on
specific terms. A party who submits a tender is making the offer and once
accepted a contract is formed.
18. c) Intention to create legal relations
Not always easy to ascertain.
Not usually for social or domestic purposes, for example an offer to take
someone out to dinner would not normally be viewed as intending to create a
In a commercial and business context it will be assumed there is an intention to
create legal relations unless it can be shown otherwise for example by use of the
wording subject to contract or other wording.
19. d) Consideration
Any benefit or detriment. Money or foregoing an opportunity.
Must be :-
It need not be a good bargain.
Usually consideration cannot be in the past, except for bills of exchange and in
some circumstances for services provided in the past.
Another exception to the need for consideration is where a party has in reliance
on the promise of a person acted to their detriment, known as promissory
20. e) Formalities
Many contracts do not have to be in writing. People put them in writing
i) There are some types of contracts that must be in writing to be valid or
ii) it is easier to prove the terms rather than rely on parties' memories of
what was said and done.
Culture of English courts is to give greater weight to documents than oral
accounts . Documents do not have memories that can fade or be mistaken.
Contracts with specific formalities :-
Contracts that must be signed and made by deed (a special type of contract) :-
- certain real estate transactions.
- contracts where there is no payment or consideration e.g. a gift.
- transfers of British ships or shares in them.
21. e) Formalities continued
Certain contracts must be in writing for example :-
- transfer of shares in a UK company
- bills of exchange, cheques and promissory notes
- assignment of copyright
- marine insurance
Certain contracts must have written evidence they have been made (by a note or
otherwise) examples of which are :-
- guarantees (Statute of Frauds 1677)
- contracts for sale of land
- contracts of employment
To avoid any difficulty those contracts are usually made in writing.
22. f) Capacity to enter into contracts
The parties must have capacity to enter into a contract.
Contracts with those under the age of 18 or insane or drunk/intoxicated might be
In large contracts with corporate bodies it is worth checking that there is proper
authority to enter into the contracts.
23. Terms of a Contract
The terms set out the parties rights and obligations
Two types of terms
24. Terms of a Contract continued
Terms that are set out in the contract.
If the terms are not certain the contract will not be enforceable. So generally one
cannot have a contract to enter into another contract ("an agreement to agree").
This is different from at least some US jurisdictions.
The contract must have terms which if not certain, must be capable of being
ascertained without further agreement of the parties. In a number of
agreements there is a mechanism or procedure by which the terms become
definite for example a valuer, expert or arbitrator makes a decision which binds
25. Terms of a Contract continued
Parties are free to agree whatever they wish (save for example illegal matters)
In some cases the court may imply terms into a contract :-
- to give the contract business efficacy (to achieve the purpose of the
- example - where anticipated that use of port facilities would be
provided but they could not and party making offer had not checked
they could be
- to reflect custom of a particular geographical area or trade
- on grounds of public policy e.g. sale of goods for example that goods
are of satisfactory quality
26. Terms of a Contract continued
Clauses limiting or excluding liability
Parties free to include such clauses in contracts but this is subject to public policy.
For example clauses excluding or limiting liability for death and personal injury
and as regards consumers are heavily restricted.
Note where dealing on a party's standard terms they might be challenged as not
being "reasonable" (Unfair Contract Terms Act 1977).
Must do all that is reasonably necessary to bring such clauses to attention of
other party. If in signed agreement likely to satisfy this test.
Clauses will need to be clear and will be interpreted against the party seeking to
rely on exclusion or limitation of liability.
27. Terms of a Contract continued
Further distinction between two types of terms - conditions and warranties.
Condition - a term that is so important to the contract that if breached, the other
party can treat the contract as at an end. The innocent party does not then have
to do anything further under the contract.
Example sale of a car - the car does not work at all or is not provided by the
seller - clearly that is a condition and the purchaser is entitled to treat contract
Warranty - a term that is not central to the to the main purpose of the contract.
Breach of warranty only entitles the other party to damages and he cannot treat
the contract as at an end.
Example the sale of the car - there is a small fault in the paintwork of a car or the
wrong kind of music system is installed. Buyer is entitled to damages only and
the contract continues. The damages would be the difference between what the
buyer intended and what was received. Thus hard to calculate for smaller faults.
28. g) Genuine consent to enter into a contract.
A requirement for a valid contract.
A contract can be attacked on grounds of :-
- Undue influence
Where nature of contract is not what was intended, including identity of parties,
terms, and subject matter.
One asks the Court to either correct the contract or treat it as unenforceable.
General rule, mistake as to quality does not affect validity of contract. Example
sale of a piece of land by me to you for £1million. If I did not know that land was
in fact worth £20 million because of development potential, the contract is still
A material false statement of fact that induces the other party to enter into the
Example - on sale of residential land, when the seller was asked whether he had
notice of any applications to develop neighbouring land and he answered “no”
when he did. Buyer relied on that and refused to perform contract when found
out true position.
Misrepresentation must be made by party or his agent.
Innocent party must have relied on the representation.
Statement can be made dishonestly or negligently.
Remedies are damages and/or rescission (cancellation) of the contract.
General rule that silence does not amount to a misrepresentation. A key
exception to that rule is contracts of utmost good faith where failure to disclose
material facts whether asked for them or not, give other party option to treat the
contract as void.
Example - contracts of insurance - although steps started to limit this rule as
regards individual consumers.
Duress means violence or threatened violence or imprisonment - unusual.
Where influence is applied preventing a party from making an independent
judgment for example where special relationship, for example husband and wife
or lawyer and client or an elderly or otherwise vulnerable person.
Where the purpose of the contract is in breach of the civil or criminal law.
• Bribery and corruption.
• Contracts in restraint of trade and restrictive covenants following sale of
business or following termination of employment needing to be
Refusing to perform the contract.
Damages to restore claimant to position would have been if contract had been
Claim for quantum meruit ( reasonable fee for work done).
Order for performance of contract (injunction for specific performance).
33. Privity of contract
General rule has been that only parties to a contract can sue on it.
However since the Contracts (Rights of Third Parties) Act 1999 a contract can
impose an obligation on someone who is not party to a contract (a non- party)
and give a benefit to a non-party. In both cases the non-party can sue/be sued.
This is frequently excluded in agreements but could be potentially useful.
Example Collateral Warranties for non parties to contracts in construction still
sought by lenders.
There are other exceptions to the general rule of privity of contract including :-
• Actions by beneficiaries under trusts.
• Certain insurance contracts to confer benefit on non-parties (eg motor
• Negotiable instruments e.g. cheques/ bills of exchange.
• Where a contract has been assigned or novated.
34. Assignments (transfers) and novation
Rights under a contract can normally be assigned unless where personal service
is essential to a performance and then consent of the other party will be
Liabilities under a contract can only be assigned with agreement of the other
party. So this means that will often be a new contract with transferee who takes
over the liabilities – a novation agreement.
Notice of assignment should be given in writing. If not there are risks :-
- that defences relating to the party transferring can be raised;
- of loss of priority over a later transferee who was not aware of the earlier
35. 5. Trusts
Extremely brief review
Concepts of trusts and beneficial ownership are in the process of development in
A party ("the trustee") holds assets for the benefit of some other party or parties
("the beneficiaries") or other lawful purpose, so that the benefit of the asset is
for the beneficiaries or object of the trust.
Two kinds of owner. The Trustee is the legal owner and holds the property in
their name. The beneficiary is equitable or beneficial owner.
The settlor is the person providing the assets which are to be held on trust.
Several categories of trusts :-
36. Express Trusts
Where terms of the trust expressly set out
Can be written or oral
• Certainty of intention - must be clear there is to be a trust.
• Certainty of subject matter – both assets and how to be held.
• Certainty of object of the trust – i.e. can the beneficiaries be ascertained.
39. How to structure a joint venture agreement in
the context of a hotel joint venture
Julian Mathews – Wedlake Bell LLP
7 June 2013
40. Your Speaker
Julian is a corporate lawyer who specialises in
private company M&A, private equity and joint
ventures. He has a particular focus on the hotel and
hospitality sector, as well as extensive experience in
acting on corporate real estate transactions.
Julian has acted for both mid-market private equity
institutions and also for management teams. He has
also acted on various cross border joint venture
transactions for real estate institutions and real
estate private equity firms.
Julian leads the hospitality and leisure sector at
Wedlake Bell and has in the past lectured on the
legal process of private equity transactions at the
executive MBA class of London Business School.
0044 20 7395 3174
41. To Cover
2. Discussion on nature of the JV entity
3. Touch on tax
4. The operative documents
5. Discussion of the structure of a hotel JV
1. Context of presentation
a) Focus is on UK law implications for joint ventures
b) Context of deal is a hotel acquisition
a) Assumes a general understanding of JV’s
b) Assumes little understanding of hotel transactions
3. Local or cross border
a) Well, let’s cover both
4. Hotel specific factors
43. Basic Principles – Why a joint venture?
• Varies, and depends on the circumstances of
the parties and the subject of the business.
But can be due to:
• Sharing costs?
• Pooling of expertise?
• Cross border penetration?
• Main point is to ensure 1 + 1 = 3
44. Preliminary thoughts on structuring – nature of JV
• Likely to be determined by:
• Nature and size of the subject business
• Identity and location of the proposed JV parties
• Commercial and financial objectives of the proposed JV parties
• Tax considerations
• Extraction of profits
• Potential structures for the JV vehicle are:
• Limited liability company
• Limited liability partnership (LLP)
• A partnership or limited partnership
• A contractual arrangement with no JV vehicle
45. Limited liability company
• Generally, for most business joint ventures, a limited liability
company is most appropriate.
• In the UK, that company will be incorporated under the
provisions of the Companies Act 2006.
• As a separate legal entity, a JVCo can:
– Own and deal in its own assets
– Contract in its own right
– Sue and be sued in its own right
• Benefits from a participant’s perspective include:
– Veil of incorporation
– Limitation of liability
46. Limited liability company
• But note:
• Requirement to file accounts
• Duties of directors, especially conflicts of interest (s.175 of the
Companies Act 2006)
• Accounting issues – is it deemed a subsidiary under:
• The Companies Act 2006 provisions?
• IAS 28 and 31 – significant control?
47. Limited liability partnership (LLP)
• An LLP formed under Limited Liability Partnerships Act 2000 can
most be applicable for ventures between individuals such as
• An LLP is a body corporate with legal personality separate from its
• An LLP:
• Must publish accounts like a limited liability company
• Have at least two members
• Is generally taxed as a partnership despite being a
separate legal entity
• But note:
• No transferable shareholding
• Each member is an agent of the LLP
48. A partnership or limited partnership
• If a separate legal entity is not chosen, then distinction under
UK law is whether the vehicle is a “legal partnership” or not.
• If a partnership, then the Partnership Act 1890 applies.
• S.1 of Partnership Act 1890 defines a partnership as the
“relationship which subsists between persons carrying on a
business in common with a view of profit” – see s. 2 for rules
• Characteristics of a partnership under the Act:
– Each partner deemed to be the agent of the other partners.
– As such, each partner jointly liable without limit for
debts and obligations of the partnership.
– Further, each partner jointly and severally
liable for wrongful acts and omissions of his
49. A partnership or limited partnership
• Also possible to form a limited partnership under the Limited
Partnerships Act 1907.
• At least one member must be a general partner with
unlimited liability, but the GP can be a company.
• Note that limited partners cannot participate in the
management of the partnership without losing the right to
• Consequently limited partnerships most suitable for a
business where the majority of participants are
passive investors, such as a private equity fund.
50. A contractual arrangement with no JV vehicle
• Generally where parties agree to operate as independent
contractors in their own right, rather than shareholders or partners.
• The form of the agreement often known as a consortium or co-
• Each party will not have a statutory responsibility for:
• the liabilities and obligations of the venture
• The acts or omissions of the other parties
• But each party has potentially unlimited liability for:
• own actions
• Other parties, if expressly assumed
responsibility or deemed to be vicariously
liable under the agreement.
51. Tax Considerations
52. Overview of key documents
• Main documents for a corporate JVCo are:
• joint venture or shareholders agreement
• Articles of association of the joint venture
• Ancillary documents may include:
• An asset or business purchase agreement
• A management agreement
• Loan note instrument
• Service or secondment agreements
• Licence agreements such as for IPR
• For an LLP or LP, then the partnership agreement
will be the main operative document.
53. Joint venture agreement
• The purpose of the JV agreement is to establish:
• Rights and obligations of the parties
• To establish the corporate entity
• To provide how the JVCo will be operated
• To provide what happens if there are difficulties
• To provide methodology for exit, or termination, once venture aims
54. JVCo articles of association
55. General Structure of a basic Corporate JV for a hotel
Hotel Brand Co?Franchise Agreement
57. How to structure a joint venture agreement in the
context of a hotel joint venture
Julian Mathews – Wedlake Bell LLP
7 June 2013
58. An initial public offering of securities in London
Edward Craft – Wedlake Bell LLP
7 June 2013
59. Your Speaker
Edward is a specialist in corporate governance for
both private and public companies. Edward had
advised on many debt and equity capital markets
Edward is Chairman of the Corporate Governance
Expert Group of the Quoted Companies Alliance,
the independent membership organisation that
champions the interests of small to mid-size quoted
Edward has recently been responsible for the new
Corporate Governance Code for Small and Mid-Size
Edward is a member of the corporate governance
group of European Issuers.
0044 20 7395 3099
1. IPO Options and the London Markets
2. Preparing for IPO
5. Corporate Governance
6. On-going Obligations
61. 1. IPO Options and the London Markets
• Why issue securities to the public at all?
• Decision to IPO is one of the most important a
board can ever make
• Admission to trading distinct from Listing
• Presumption that the securities being offered are
ordinary shares or depositary interests/receipts
– Can also have other securities listed/admitted to
• Non-voting ordinary shares
• Preference shares
• Debt securities
62. Depositary Interests
• A security in its own right
• Need to have appointed a depositary (and possibly a
• Depositary/custodian regulated under UK financial
• capable of electronic settlement through CREST
• Additional documentation:
– Trust Deed
– Depositary Agreement
– Legal Opinions
63. The London markets
Officially Listed Securities (UK Listing
Authority as the EU Authority)
Other traded securities
Premium Listing -
Standard Listing –
64. Equity Capital Markets: the global context
65. The Rules
Listing Rules EU with FCA as UKLA
DTRs under Transparency Directive EU with FCA as UKLA
AIM Rules London Stock Exchange
High Growth Segment Rules London Stock Exchange
ISDX Growth Market Rules ICAP Securities and Derivatives Exchange
Company Law EU and UK parliament
Securities Law EU and UK parliament
UK Corporate Governance Code Financial Reporting Council
Stewardship Code Financial Reporting Council
Corporate Governance Code for Small and Mid-
Size Quoted Companies
Quoted Companies Alliance
Takeover Code Panel on Take-Overs and Mergers/UK
Prospectus Directive EU
Market Abuse Directive EU
MiFID/MiFID II EU
66. 2. Preparing for IPO
Q: Why move to a public market at all?
stock for acq.fin.
to raise funds for
68. Independence: directors
• Independence from both the issuer and major shareholders
• Independence criteria set out in provision B.1.1 of the UK Code
• Independence in character and judgement, as well as circumstances or
• Risk of impairing (or appearing to impair) the judgement of the director
• Where independence likely to be compromised:
– former employee
– material business relationship with the issuer, whether direct or indirect
– receives additional remuneration from the issuer apart from a director’s fee
– participates in the issuer’s share option or a performance-related pay scheme,
or is a member of the issuer’s pension scheme
– close familial ties with any of the issuer’s advisers, directors or senior
– holds cross-directorships or has significant links with other directors
– represents a significant shareholder
– has served on the board for more than nine years
69. Independence: major shareholders
• Links between directors with major shareholders represents a
significant issue, particularly preparing for IPO
• Issue linked with marketability of issuer’s stock: free float
• There may be an alignment of interests between long term
institutional investors and well managed, significant and
stable family holdings
• Boards should clearly and regularly explain the position to
• May be need for relationship agreements
70. Shares/Depositary Interests
71. Need to put in place the correct share structure
• Free transfer to comply with listing requirements
• Authority to allot shares/ability to raise new funds
• Is the proposed issuer a vehicle capable of
– must be able to issue shares to the public in place
– Ltd. to PLC conversion problems
73. 3. Documentation: Three Stages
…but before you start
• Will the issuer be suitable for a listing?
• Major board decisions:
– when to IPO
– what to IPO
– which market
– where to fundraise, from and through whom
– price indicators
– where the equity growth will come from
• Risk of markets
– lots of moving pieces
– volatility of markets
– investor appetite may evaporate through the process
– multiple parties
– generally more risky that exiting to private equity
74. Stage One: commencing the process
Key Message: write your equity growth story
• Board evaluation
• Business Plan
• Engagement terms of advisors
• Market assessment
• Share structure and constitutional matters
• Checking of contractual model etc.
75. Stage Two: getting you there
Key Message: refine your equity growth story
• Financial DD:
– long form
– short form
– IFRS integration issues
• Legal DD
– tax structuring
– consider where your investors are going to be drawn from
• Corporate Governance:
– Committee terms of reference
– Audit function (risk controls)
– What will issuer “look and feel” like with a diversified investor base?
– Start to behave like a PLC as soon as is appropriate
• Competent person’s report/valuation report/IP report/specialist reports
76. Stage Three: Road Show to Impact
Key Message: tell your equity growth story
• Prospectus/Admission Document
• Investor Presentation
• Placing Agreement
• Placing Letter
• Placing List
• Lock-In Agreements
• Irrevocable Undertakings
• Board Minutes
• Regulatory Announcements
• Underwriting Agreements
• 9 months from a standing start:
– Stage 1 – 4-5 months
• strategic review
• focus on equity growth story
• largely internal, but with corporate finance advice
• determining points of reference and terms of engagement
– Stage 2 – 3 months
• detailed due diligence and preparation
• significant advisory input
– Stage 3 – Road Show to Impact – 1 month
• “all hands to the pump”
• directors will be busy on road shows with broker
• advisory team will be beavering away on the documents and
78. 4. Fundraising
• Key reason for going public
• Key role of the broker
– opening up own book of clients
– role of research
• Consider both the IPO and the medium to long term investor base a n issuer wants
• Selling shareholders at IPO or shortly thereafter
• Creation of investor and consumer demand for both stock and product
• Balancing interest of long term investment with ensuring there is sufficient
“product” in the market to allow for a healthy level of share trading
• Pricing negotiations between broker and issuer/corporate finance advisor
My advice: buy good advice and follow it!
79. Financial Promotion
• Issuer must issue a prospectus where:
– issuer is seeking approval to a regulated market
– an offer is being made to the public
• no prospectus required where seeking admission to AIM/ISDX Growth
Market without public offer
• Need to always consider where funds are being raised and comply with
local law on financial promotion
• A lot of advice revolves around ensuring that a fundraising transaction
does not require a prospectus/is not an offer to the public:
– EU prospectus exemptions now very useful as can offer to up to
200 persons in each EU member state
– UK use of exemptions under Financial Promotion Order 2005
– US use of Securities Act exemptions such as 144A/Regulation S
80. 5. Corporate Governance
• Originally developed by the market
• Coming of age
• Now greater regulatory footing
• EU action plan
81. The UK Corporate Governance Code: FTSE 350
• The UK Corporate Governance Code is published by the Financial Reporting Council
• Began with the 1992 Cadbury Report on Financial Aspects of Corporate Governance
• It is a Listing rule that all companies within the FTSE 350 apply to the UK Code on a comply or
• Five principles around which the detailed provisions are then set out, being:
A – Leadership
B – Effectiveness
C – Accountability
D – Remuneration
E – Relations with Shareholders
• Parallel document: the UK Stewardship Code
– sets out standards of behaviours within the investment chain
– most importantly fund managers
82. Small and Mid-Size Quoted Companies
• The needs of the SME sector are different
• SMEs are vital in delivering growth post financial crisis
• Governance should not inhibit growth
• Good governance lowers the cost of capital
• One size does not fit all
• The Quoted Companies Alliance Code bridges the gap
between FTSE 350 structures and the rest of the market
• Supporting the ambitions of growth of companies
– proportionate governance
– within an entrepreneurial environment
83. The Corporate Governance Relationship
84. 6. On-going Obligations
• A requirement of the relevant Listing Rules, DTRs, AIM Rules, ISDX
• Also need to consider securities laws and compliance with company
law more generally
• Need to keep the market informed “without delay” of all material
• Announcements through a regulatory information service
• Shareholder approval of certain arrangements
– class tests
– related party transactions
– reverse takeover
• Timing for announcement of financial information
• Takeover Code compliance: 30% mandatory bid threshold
• Extended Takeover Code application from 1 September 2013