This note has been updated to reflect the new UK regulatory structure, with effect from 1 April 2013 and amendments to the Financial Services and Markets Act 2000 (FSMA) made by the Financial Services Act 2012.
A guide to PLC resources particularly suited to new trainees and new joiners to a corporate team.
For further information on PLC resources for trainees and new joiners, see PLC Training.
Start with the basics of incorporating a company, share purchases and asset purchases.
For an introduction to incorporating a company or buying a shelf company and some of the main constitutional issues to consider, see:
For a full list of all our relevant materials including standard documents and checklists, see our Company formation and constitution (www.practicallaw.com/2-103-1146) topic index.
For an introduction to the main issues when buying the shares of a company, see:
These notes link to a range of share purchase materials including standard documents, drafting notes, checklists and practice notes. For a full list of the materials on share purchases of a private company, see our Share acquisitions: private (www.practicallaw.com/1-103-1081) topic index.
Note we also cover materials for auction sales, see our Acquisitions: auctions (www.practicallaw.com/3-103-1080) topic index.
For an introduction to the main issues when buying the assets of a company (as opposed to the shares), see:
The note links to a range of asset purchase materials including standard documents, drafting notes, checklists and practice notes. For a full list of the materials on asset purchases, see our Asset acquisitions (www.practicallaw.com/5-103-1079) topic index.
The PLC Corporate site contains a wide range of resources on different types of corporate transaction. The list below sets out the introductory notes to the main topics. It also links to the relevant section of our What's Market database, which contains summaries of a wide range of corporate finance transactions.
For information on preparing for and holding a shareholders' meeting, see:
PLC Corporate has published Legal update, Annual reporting and AGMs 2012: FTSE 350: What's Market practice? (www.practicallaw.com/9-522-4104), which analyses key trends in relation to narrative reporting, resolutions proposed and voting trends for the 2012 reporting and AGM season of those FTSE 350 companies within the scope of What's Market.
For a guide to our resources on AGMs, see A toolkit for annual general meetings (www.practicallaw.com/6-501-6168).
For a full list of the materials on company administration and materials, see our Company administration and meetings (www.practicallaw.com/4-103-1145) topic index.
For information on the key considerations in establishing a joint venture, see:
For a guide to our resources on joint ventures, see A toolkit for joint ventures (www.practicallaw.com/8-506-2531).
For a full list of the materials on joint ventures, see our Joint ventures (www.practicallaw.com/8-103-1308) topic index.
For information on the main considerations when setting up a partnership, see:
For information on the main considerations when setting up a LLP, see:
For a full list of the materials on partnerships and LLPs, see our Partnerships and LLPs (www.practicallaw.com/5-103-2045) topic index.
For an introduction to the nature of private equity transactions, see Practice note, Private equity and buyouts: overview (www.practicallaw.com/0-107-4033).
PLC Corporate, in association with JurisProductions, has also made available An introduction to private equity, a series of films in which leading private equity practitioners provide an insight into the nature of private equity transactions and funds.
For a guide to our resources on private equity, see A guide to PLC's private equity and venture capital materials (www.practicallaw.com/9-502-9112).
For details of public to private transactions within What's Market, see Practice note, What's Market: Public to privates (www.practicallaw.com/7-502-9660).
For a full list of the materials on private equity and management buyouts, see our Private equity and management buyouts (www.practicallaw.com/0-103-1350) topic index.
For information on initial public offerings (IPOs) and secondary issues, see:
For a full list of materials on IPOs, see our Initial public offerings (www.practicallaw.com/3-103-1377) topic index.
For a full list of materials on AIM, see our AIM (www.practicallaw.com/1-103-1364) topic index.
For a full list of materials on secondary issues, see our Rights issues and other secondary issues (www.practicallaw.com/0-103-2095) topic index.
For information on the methods for companies to purchase their own shares, see:
For a full list of the materials on share buybacks, see our Share buybacks (www.practicallaw.com/7-103-2054) topic index.
For an introduction on the law on share capital, see Practice note, Share capital: overview (www.practicallaw.com/4-422-3165).
For a full list of materials on maintenance of capital and shareholder rights, see our Maintenance of capital and shareholder rights (www.practicallaw.com/6-103-1154) topic index.
For a full list of materials on share issues, transfers and dividends, see our Share issues, transfers and dividends (www.practicallaw.com/9-103-1157) topic index.
For an introduction to the main issues involved in public takeovers, see:
PLC Corporate has published Legal update, Public M&A: Trends and highlights from 2012 (www.practicallaw.com/3-523-2625), which rounds up the UK takeover deals added to What's Market for 2012.
For examples of recent deals, see What's Market, Public M&A, the scope and thresholds of which, as from 19 September 2011, have been temporarily suspended so that all offers announced for targets with shares listed on the Main Market or admitted to AIM, to which the Takeover Code applies, are summarised.
For a list of our notes providing access to know-how and Takeover Panel practice relating to the Takeover Code Rules, see Practice note, Takeover Code know-how index (www.practicallaw.com/4-384-3897).
For a full list of the materials on takeovers, see our Public mergers and acquisitions (www.practicallaw.com/7-103-1083) topic index.
For a guide to PLC Corporate materials and other resources on the Companies Act 2006 (CA 2006), see Practice note, Companies Act 2006: materials (www.practicallaw.com/1-203-4861). This includes links to a range of useful information on the CA 2006 including, for example, when particular sections came into force and the relevant commencement orders and transitional provisions.
Corporate lawyers should be aware of the following developments scheduled for 2013:
Financial services. The Financial Services Act 2012 contains provisions for major reforms to the UK financial services regulatory structure, including the measures necessary to establish new regulatory bodies (the Financial Conduct Authority (FCA) and the Prudential Regulation Authority (PRA)) in place of the FSA and changes to existing financial services legislation. Many of the Financial Services Act 2012 provisions are expected to be implemented in April 2013. For further information, see Legal update, Publication of Financial Services Bill 2010-12 and accompanying documents (www.practicallaw.com/3-517-5903), Practice note, New UK financial services regulatory structure: a quick guide (www.practicallaw.com/7-503-5430) and Practice note, Legislation tracker: the Financial Services Act 2012 (www.practicallaw.com/4-504-4657).
Executive pay. BIS is expected to publish the final Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2012 in Spring 2013. The regulations, together with the relevant provisions of the Enterprise and Regulatory Reform Bill, set out the proposed form and content and approval requirements for the directors' remuneration report and will take effect for companies whose financial year ends after October 2013. For further information, see Legal update, Executive remuneration: BIS consultation on revised remuneration reporting regulations (www.practicallaw.com/7-520-1071) and Practice note, Directors remuneration report (www.practicallaw.com/7-520-4159).
Share buybacks. The anticipated deadline for publication of the government's response to its October 2012 consultation on reform of the share buyback regime for private companies will be at the end of February 2013. For further information, see Legal update, Share buybacks: BIS consultation on implementation of Nuttall Review (www.practicallaw.com/3-522-1575) and Practice note, Share buybacks: private companies (www.practicallaw.com/1-386-4240).
Narrative reporting. On 18 October 2012, BIS published the draft Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013, which, among other things, proposed the requirement for directors to produce a standalone strategic report in place of the existing business review within the directors' report. The regulations are expected to apply to companies preparing annual reports for financial years ending on or after October 2013. The FRC is expected to consult on guidance for the new strategic report in early 2013. For further information, see Practice note, Narrative reporting: BIS consultation on draft regulations (www.practicallaw.com/0-521-9499) and Financial and narrative reporting: key developments tracker (www.practicallaw.com/6-504-5081).
For a list of forthcoming key dates for corporate lawyers, see Practice note, Key dates for corporate lawyers: 2013 (www.practicallaw.com/2-522-4292) .
To stay up to date with the latest corporate developments, make sure that you sign up to the PLC Corporate current awareness e-mails on a daily, weekly or monthly basis. Our daily e-mails are delivered in the morning each day, or you can opt to receive a weekly e-mail collating that week's daily e-mails, delivered on Monday mornings.
To sign up to receive our daily or weekly e-mails, or to change your e-mail preferences, click on the "My account" button at the top right corner of each web page.
PLC Corporate monitors a wide range of public corporate finance transactions and records the results in the PLC What's Market database. The database currently covers Main Market and AIM IPOs, secondary issues, public takeovers, joint ventures, demergers, returns of value to shareholders, reorganisations, Listing Rule transactions, restructurings and convertible bonds. The deal summaries link through to the public documents where these are freely available. The database also includes analysis of the AGM business of FTSE 350 and AIM 50 companies.
For tips on how to use the database, see PLC What's Market: Guide to search and comparison (www.practicallaw.com/5-506-4089).
For a complete list of transactions covered by in database, see PLC What's Market: scope and thresholds (www.practicallaw.com/8-383-6376).
For details of all deals recently added to What's Market, see What's Market (UK): recent deals published (www.practicallaw.com/6-503-8066).
It is easy to find what you need on PLC Corporate. First, go to the PLC Corporate homepage, then use the "Search" box at the top of every web page. Type in your search term and click on the "Search" button. Search tips include:
Use speech marks to search for a phrase, for example, "share capital".
After the search results are displayed, you can tailor your search by using the filters on the left hand side to filter your results by resource type, topic, jurisdiction and product.
Search results are automatically sorted by relevance. However, all of the resource types can be listed in publication date order, with the most recent first, by clicking on "Sort by date" (located on the right hand side, above the search results).
If you cannot find what you need, ask us for help by clicking on the "Ask a question" button at the top right corner of each web page.
For further information on how to use the search function, see How to search PLC resources.
For more information on how to use PLC Corporate, see PLC Corporate: user guide (www.practicallaw.com/1-101-6066).
If you cannot find what you need by searching or browsing the site or you want to ask us for help, click on the "Ask a question" button at the top right corner of each web page. Your question may be published anonymously, together with the answer and any follow-up correspondence, in Ask PLC Corporate where all PLC users will be able to view and comment on it. For more information, see Ask PLC scope and rules (www.practicallaw.com/7-508-0007).
If you would like to receive, or arrange for anyone in your team to receive free training on how to use and make the most of PLC Corporate, please e-mail us at firstname.lastname@example.org and we will arrange for one of our trainers or PLC Corporate editors to visit your offices, or provide a telephone tutorial.
For guidance on the use of PLC resources for trainees and new joiners from other PLC services including PLC Finance, PLC Financial Services, PLC Commercial and PLC Property, see PLC Training.
If you need CPD points, the PLC Update Programme is a CPD training programme for corporate and commercial lawyers. It can be completed online and provides 12 CPD hours annually from your desktop. The Programme is based on articles in PLC magazine. Each assignment consists of a series of practical case studies with multiple choice questions, ensuring you keep abreast of all important developments. For more details, see PLC Update Programme (www.practicallaw.com/7-101-5016).