Specially designed for Escuela de Práctica Jurídica UCM, this 12 hour online training programme, created and taught by academic staff of the University of Law, will provide an introductory and practical approach to the important topics within key international business law issues.
This programme looks at the English legal system and compares the UK and US legal industries, and then moves on to cover corporate acquisitions, both share purchases and asset purchases. Delegates will look at documents required to transfer the shares or assets and consider the importance process of due diligence. Delegates will also hear about the points to consider when drafting and negotiating a Share Purchase Agreement.
The course not only considers acquisitions in a UK context but also the international aspects of any transactions that have cross-border elements, such as what does a corporate lawyer need to know about European Union and national competition authorities or other regulatory matters and what are the issues to consider when dealing with a split exchange and completion, execution formalities, money transfers, opinions, notaries, and multiple venues.
Finally, the delegates will have an overview of the process of listing a company on the London Stock Exchange.
Plan de Estudios
Session 1 (2hrs) 21st October 2021
English Legal System
Part 1: Common or Case Law: What is the common law and how it has developed and its relationship with the law of equity.
Part 2: The doctrine of precedent: Including the concept of the ratio decidendi and the obiter dictum.
Part 3: Hierarchy of the courts: Determining which courts’ decisions are binding and how judges distinguish cases.
Part 4: Legislation: Doctrine of Parliamentary Sovereignty; contrasting the position in the USA. An analysis of Brexit as an illustration of Parliamentary Sovereignty
Part 5: How solicitors qualify to practice Process of qualification in England & Wales including the new SQE exam. Comparison with qualifying in the USA
Session 2 (2hrs) 28th October 2021
UK & US Legal Industry: organisations, main players and structures
Part 1: Review of regulatory framework governing how legal services are provided in England and Wales and how the Legal Services Board regulates Approved Regulators to provide ‘reserved legal services’.
Part 2: Legal Institutions:
Law Society, Legal Ombudsman, the Compensation Fund and the Solicitors Disciplinary Tribunal
Part 3: SRA Codes of Conduct: Overview of the Codes of Conduct which practising solicitors and firms of solicitors must comply with.
Part 4: Solicitors and Barristers
Explanation as to why there is a split profession in England and Wales and the similarities and the differences between the professions
Part 5: Comparison with USA
Session 3 (2hrs) 4th November 2021
Structuring acquisitions and due diligence
Part 1: Key issues Summary of the issues affecting whether an asset or share purchase may be more appropriate, the difference between private treaty sales and auctions, the implications of buying the target through a management buyout, the application of the Takeover Code to the transaction.
Part 2: Overview of process and documents of the transaction timetable and key documents. including heads of terms, confidentiality undertakings, break fees and the main legal issues that need to be taken into consideration when producing such documents.
Part 3: Due diligence Purpose and scope, its significance in the context of the transaction and its impact on the legal documentation.
Session 4 (2hrs) 11th November 2021
Share Purchase Agreements
Part 1: Review of SPAs and the clauses in the agreement: including conditions precedent. Review of agreement to sell and purchase, price and exchange and completion provisions in the SPA
Part 2: Warranties: Purpose and scope of warranties and the warranty schedule .
Part 3: Indemnities: Purpose and scope of indemnities.
Part 4: Tax warranties: Overview of purpose of tax warranties and the tax deed of indemnity
Part 5: Restrictive covenants: Purpose of restrictive covenants in the SPA and key legal issues arising when drafting them.
Session 5 (2hrs) 18th November 2021
Listed companies in the UK
Part 1: Introduction to listed companies
Part 2: Initial Pubic Offers (IPOs). Overview of advantages, disadvantages, and process of an initial public offering. Consideration of the Listing Rules and Prospectus Rules in the context of an IPO.
Part 3: Continuing obligations Review of the continuing obligations imposed on UK listed companies including provisions on significant transactions.
Consideration of the rules on disclosure.
Part 4: Secondary issues Overview of rights issues; open offers; placings; and vendor placings.
Session 6 (2hrs) 25th November 2021
International aspects of corporate transactions
Part 1: Why a cross-border acquisition? Financial, strategic, economic and management considerations
Part 2: Obstacles to overcome Legal barriers; Differences in cultural and legal background; Instructing local counsel.
International aspects of pre-acquisition agreements and managing international due diligence teams.
Part 3: Legal and tax structures: Acquisition structures – private vs. public; share vs. asset sale, cross-border structures, comparisons with other jurisdictions.
Part 4: Regulatory Issues Review of legal system of target; role of competition authorities; Employment law and other regulation.
Part 5: Signing and closing Review of money transfers, opinions, notaries and multiple venues.
The University of Law (ULaw) is one of the UK’s longest-established specialist providers of legal education, tracing its origins to 1876. With a rich heritage and a reputation for innovation and contemporary teaching practices, ULaw continuously focus on developing the best legal minds. What really sets ULaw apart is the guiding principle that future lawyers and business leaders should learn in a realistic, professional and contemporary context, with plenty of practical interactive engagement. All of its training programmes are designed with a unique, varied and innovative learning approach proven to deliver self-reliant professionals who can compete in the fast-changing professional world. With a focus on developing skills in problem-solving, weighing up arguments, critical thinking and commercial awareness, ULaw’s professional legal training courses are designed to prepare you for the real-life challenges of the working world.
Find out more at https://www.law.ac.uk/study/legal-training/
Senior Tutor - Professional Development
Rory qualified as a solicitor in 1998 with Stephenson Harwood, having previously been called to the Bar. Rory was head of the tax function at Richards Butler and specialised in tax matters with particular emphasis on corporate tax issues as well as executive remuneration and property related tax issues. At the University of Law, Rory teaches various corporate and tax PD courses as well as being Head of Financial & Business Skills and teaching various PSC courses as well as the QLTT.
Senior Tutor - Professional Development
Chris Beanland qualified in 1992 with Eversheds, where he continued to practice in the Insolvency Department for a number of years. Chris is based at the University of Law’s centre in Chester. He lectures extensively to law firms, industry and government departments on company, commercial and insolvency issues most notably on courses provided jointly by the University and PLC. Chris teaches extensively on the Professional Development programmes and is one of the University’s most experienced Financial and Business Skills trainers.
Senior Tutor and PD National Programme Lead for Legal Technology and Innovation
Anna has a PhD in Law, LLMs in International Law and European Law. She has trained with Said
Business School, University of Oxford, London Business School and others to develop her expertise in technology and innovation. Anna specialises in legal technology and innovation strategy with over 14 years of experience as an academic researcher and designer. Anna has a keen interest in disruptive technologies particularly AI and Blockchain. She has designed and delivers an AI and Blockchain in Law module for the University’s MSc in Legal Technology. Dr Elmirzayeva is experienced in delivering PD courses on innovation and technology. She is a member of the British Blockchain Association and a frequent attendee and speaker at innovation and tech conferences, which helps her keep her up to date with the latest regulatory, technological and thought leadership developments.
Associate Professor – Professional Development
Claire trained and practised at Hammond Suddards Edge undertaking a wide range of corporate finance work including mergers and acquisitions, flotations, private equity, joint ventures and corporate governance. In 2003 Claire became Legal Counsel at Hutchison Ports (UK) Limited advising the UK operating businesses and working with the international Business Development team. After joining the University, Claire became LPC course leader for Business Law and Practice and Acquisitions and Group Structures, before moving to the Professional Development team to train both pre- and post-qualification lawyers. Claire was a Chief Examiner in Company Law for the Chartered Institute of Legal Executives (“CILEx”) and the Chief External Quality Assurer on the CILEx Legal Services Apprenticeship. She was appointed Associate Professor in 2018.
Senior Tutor – Professional Development
Alexis trained and practised as a solicitor at Clifford Chance, before moving into legal education. He has taught a wide range of courses in both academic and practical law, specialising in Business Law, Listed Companies and Equity Finance, and EU law. Alexis has developed a range of courses throughout his time at the University of Law. As well as teaching future trainees and qualified lawyers, Alexis has also been closely involved in training and mentoring tutors at The University of Law, co-running the new tutors’ training programme at the Moorgate campus. Before moving to the Professional Development team Alexis was head of the Linklaters Legal Practice Course. He is also a Skills Coach for apprentices at major international companies seeking to qualify as solicitors and is the author of legal textbooks on Business Law and Equity Finance.
Solicitud de matrícula
To register your place on the course, contact InHouseTraining@law.ac.uk
Delegates are expected to have B2 or equivalent in English
Price: £720 (20% VAT included)
SCHEDULE AND CERTIFICATE
When: 21st October – 25th November, Sessions run Thursdays, 2pm – 4pm Madrid time.
Where: Collaborate – ULaw’s online learning platform.
Certificate: Upon successful completion of the programme, EPJ & ULaw will present the delegates with a certificate.