IPOs / Flotation's

We act for issuers on flotations and have experience:

• in drafting the offering document and revising it based on the comments of the IPO team and the relevant regulator;
• conducting due diligence to gather information to draft the offering document and to manage the directors’ (and company’s) potential liability;
• assisting in pre-IPO planning and housekeeping;
• delivering legal opinions (eg to provide comfort to the underwriters)
• advising directors and the company on future obligations in a listed environment and disclosure requirements particularly; and
• corporate governance best practice.

As part of the wider IPO, we advise on a range of related issues that regularly need to be addressed in the lead-up to impact day.  Most significant amongst these are:

• option and Other Incentive schemes. We advise issuers on their existing share option schemes, working with specialist tax and employment law counsel where required;
• shareholder and Investment Agreements. Many companies have investment or shareholders agreements that regulate the relationship between the shareholders.  We can advise on the consequences of an IPO in the light of these agreements.  This often includes advice on any sell-down rights, board appointment rights and veto powers;
• service agreements; and
• banking Facilities. We will review the issuers existing facilities to ascertain whether any specific consents are required and, working with other corporate finance advisers, will consider the adequacy of these existing facilities.

We also have extensive experience of advising investors to companies seeking an initial public offering.  In advising investors, we are able to advise on controlling shareholder liabilities, takeover requirements, lock-up arrangements and agreements, warranties to sponsors and underwriters, stock lending and the liabilities of investor-appointed directors.