Corporate Lawyer

The role of the corporate lawyer is to help prepare the company for the listing. Their main task is to produce a full due-diligence report on the company. However, corporate lawyers also assist and advise on the following areas:

  • Any corporate restructuring required for the offering.
  • Drafting and commenting on the prospectus or offering circular.
  • Preparing press releases and any other publicity materials relating to the offer.
  • Negotiating the transaction documents—e.g, engagement letters, underwriting agreement and all ancillary documentation.

They also advise directors on their legal and regulatory duties, obligations and potential liabilities, once a company is listed/admitted to trading.

Legal Due Diligence

The company’s lawyers carry out a comprehensive, legal due-diligence exercise on the company’s business and core assets. The information gathered by the company’s lawyers assist in the drafting of the prospectus or offering circular. The key reasons for carrying out due diligence are to ensure that all information relevant for disclosure in the prospectus or offering circular is identified, that the company is suitable and meets the requirements for an admission to listing/trading and that all those responsible for the prospectus or offering circular—including the company, its directors, any selling shareholders and the Listing Sponsor—have a due-diligence defense, if ever necessary.

Corporate Restructuring

The company's lawyers will undertake the necessary corporate restructuring enabling it to proceed with the form of offering it wishes to complete. This will initially take the form of legal 'housekeeping' to ensure that the company complies with the requirements imposed upon a listed company, and any other recommended restructuring.

Advising on Drafting the Prospectus/Offering Circular

The prospectus or offering circular is usually produced by the company’s lawyers and the investment bank/Listing Sponsor in conjunction with the company. The prospectus or offering circular, drafted as required by the applicable rules and regulations, must contain all material information on the company and all information that investors would reasonably expect to find in such a document, including information on the company’s:

  • Directors and shareholders
  • Business, important contracts and customers
  • The company’s Finances and business plans for the future
  • Employees
  • Litigation
  • Premises

The due-diligence findings will be an important source of information, and any issues identified in the due-diligence process that are material to an investor should be disclosed in the prospectus/offering circular.