Understanding Corporate Finance Documents

Understanding Corporate Finance Documents

Presented by Roger Baden-Powell

Course description

The course focuses, from a practical point of view, on the content and terminology of specific documents and their intended consequences.

Particular problem areas are highlighted so that corporate financiers will achieve an appreciation of the objectives that their lawyers should be seeking to achieve on their behalf.

Such knowledge should enable commercial negotiations to proceed more smoothly and potential ‘deal breakers’ to be identified at an early stage. Problems can then be resolved informally as they arise rather than in marathon negotiating sessions where the positions of the parties may have become entrenched.

Course Outline

The Mechanics of a Legal Agreement

  • Structure of an Agreement – boilerplate, reasons for house style and usual content
  • Pre-Conditions – don’t give the purchaser a one-way option
  • Covenants – extra vigilance where exchange and completion are not concurrent
  • Representations, Warranties and Indemnities – what they mean and how they differ
    • Vendor’s Misrepresentation – innocent, non-contractual, negligent or fraudulent?
    • Purchaser’s Remedies – rescission or damages (for deceit, breach of contract or tort)
  • Joint & Several Liability – who pays the damages?
  • Purpose and Scope of Warranties – what they seek to achieve
  • Vendor Protection Clauses – how a vendor should limit the effect of the warranties
  • Vendor’s Disclosure Letter – how it dilutes a purchaser’s remedies
  • Purchaser’s Protection & Remedies – extending protection and when to use indemnities

Initial Documentation

  • Confidentiality Letter – what protection does it offer and what else can it be used for?
  • Business Plan – adapt it to borrow money, sell the company, raise private equity or float
  • Information Memorandum – three conflicting objectives to be resolved

Supporting Documentation

  • Letter of Intent & Heads of Agreement – what they are for and when to use them
  • Exclusivity Agreement – when to give exclusivity and when to take it away
  • Comfort Letters & Side Letters – useful for oiling the wheels of a deal
  • Hold Harmless Letter – auditors for vendors should insist on one

Subordinate Documentation

  • Shareholders Agreement – limiting majority control, agreeing future relationships
  • Service Contract – not to be overlooked: happy clients are repeat business
  • Consultancy Agreement – sometimes more effective than a service contract
  • Option Agreement – a painless method of paying for future services?
  • Accountants Report – long and short form reports & working capital statement

Flotations

  • General Offer or Placing – when are they used?
  • Offer for Subscription or Offer for sale – what is the difference?
  • General Duty of Disclosure – extent of duty and consequent reputational and legal risks
  • Verification Notes – reduce the possibility of defective disclosure
  • Underwriting Agreements – hard or soft underwriting and force majeure
Roger Baden-Powell
Presented by
Roger Baden-Powell
Director of Training

Barrister and Stockbroker

Roger Baden-Powell qualified as a barrister and joined Joseph Sebag & Co., London stockbrokers, as a property and insurance analyst. In 1978, he became a partner of the firm and was appointed head of equity research and a Member of the London Stock Exchange. Whilst with the firm, he was seconded for two years as the London Stock Exchange Representative to the Executive of the City Panel on Take-overs and Mergers.

Corporate Adviser and Investment Manager

From 1981-1987, he was a partner of Baden-Powell, Chilcott & Co., a City of London based corporate finance and investment management firm. Corporate finance activities included advice on acquisitions and mergers and general financial, commercial and legal advice. The firm also owned minority interests in an insurance broking company and an advertising agency.

Investment Banker

From 1988-95, he was with Bank Mees & Hope NV, a Dutch merchant bank (a subsidiary of ABN-Amro) and, in 1991, was appointed CEO of the bank’s UK corporate finance and investment management subsidiaries and executive chairman of the bank’s UK private client stockbrokers, Shaw & Co..

Corporate Adviser and Trainer

Since 1996, he has been a director of Baden-Powell Associates Limited (BPAL), corporate advisers. In 2002, he distilled his experience of corporate deals into 16 one-day courses which he has now presented over 700 times in and around Europe … sometimes as far away as Moscow, Riyadh and Johannesburg. Approximately 7,500 accountants, lawyers, corporate advisers, bankers and business owners  have attended his one-day courses over 98% of whom have said, in their written testimonials, that his practical and commercial emphasis on examples of real deals was a very effective learning format. In 2017, he videoed his most popular courses which are now available as the "Corporate Advisers’ MasterClass"(130 videos with 33 hours of training).