Private Companies and Corporate Finance under Companies Act 2006: What lies ahead?

UCL Centre for Commercial Law & Slaughter And May
The Companies Act 2006 Seminar Series 2009

Seminar Two:
Private Companies and Corporate Finance under Companies Act 2006: What lies ahead?

Thursday 26 November 2009, 6 - 8pm
followed by a drinks reception

Panel of Experts:
Professor John Lowry, UCL
Peter Brien, Slaughter and May
Professor Dan Prentice, Oxford, UCL and Erskine Chambers
Michael Todd QC, Chancery Bar Association, and Erskine Chambers 

Background:
This seminar will focus on the effect of the Companies Act 2006 on private companies  and whether there will be any impact on corporate finance activities. In particular, the Panel will discuss the abolition of the prohibition on private companies giving financial assistance for the acquisition of their own shares; the new procedure for reducing share capital of private companies; comparisons between the new capital reduction route and other existing mechanisms for reducing capital and to what extent these changes will facilitate corporate restructurings and enhance mergers and acquisitions.

Discussants will address the following issues / questions:

• Will the repeal of the prohibition to provide financial assistance make financial assistance realistic for private companies? 
• Will banks agree to financial assistance without the safety of the whitewash procedure? 
• Will banks demand more documentation and audited accounts proving solvency? 
• What issues should directors address before agreeing to provide financial assistance? 
• How do the rules on capital maintenance still apply? 
• Will the limitation of auditor’s liability for accounts affect the provision of financial assistance by private companies? 
• How will the new capital reduction procedure benefit companies? 
• What should the directors consider before reducing their company’s capital using the new regime?  

The panel of leading experts:

Professor John Lowry
John Lowry joined UCL Faculty of Laws in 2004 having moved from the Centre for Commercial Law Studies at Queen Mary London. He has taught law in the USA (New Jersey) and practised in Canada specialising in corporate litigation. He has written widely in domestic and international journals on directors’ fiduciary obligations, shareholder remedies and insurance law. He is a contributing editor toGore-Browne on Companies, Company Law section editor for the Journal of Business Law and Case Review editor for International Corporate Rescue He is also an editor ofThe Company Lawyer. During 2000-2002 he was an Associate Senior Research Fellow at the Institute of Advanced Legal Studies. In 2001 he was a Visiting Fellow at the University of Connecticut, Centre for Insurance Law Research.

Peter Brien
Peter is a partner at Slaughter and May; he acts for corporate clients, private equity houses and investment banks generally in relation to mergers and acquisitions (both public and private) and equity capital markets as well as general corporate matters including joint ventures and large commercial contracts. Slaughter and May is regarded as one of the most prestigious law firms in the world. They advise on high profile and groundbreaking international transactions and have an excellent and varied client list that includes leading companies, organisations and governments.

Professor Dan Prentice 
Dan Prentice held the Allen & Overy Professorship of Corporate Law at the Faculty of Law, University of Oxford, providing leadership in teaching and research at the highest level in the law governing corporate associations. Professor Prentice has been teaching Company Law, Corporate Insolvency and Corporate Finance, he combines this with a mainly advisory practice at Erskine Chambers. He is a member of both the Law Society's Committee on Company Law and the Law Society's Committee on Insolvency Law. His publications include: Joint General Editor of Buckley on the Companies Acts; Assistant Editor of The Law Quarterly Review; Contributor to Gower, Company Law (5th ed.); Editor, Chitty on Contracts (28th ed.)

Michael Todd QC
Michael Todd QC (called 1977; Silk 1997) specialises in the field of company law, corporate finance, capital markets and corporate insolvency. Work involves all advisory and litigation aspects and covers areas such as takeovers, mergers and acquisitions, shareholder disputes, directors duties and banking securities. Michael Todd is presently Chairman of the Chancery Bar Association, having been elected to that office in July 2007 and July 2008, and is a member of Combar. Described as “one of the first people to call for legal advice on complex restructurings and contested takeovers”, Michael Todd appeared in this year’s Times newspaper Power 100. He has been admitted to the Bars of the following, common law, jurisdictions, for the limited purposes of appearing in the Courts of those jurisdictions in particular cases: Hong Kong, Bermuda, Cayman Islands, Isle of Man, Turks & Cacios Islands, British Virgin Islands, and Northern Ireland.

In addition to his appearances as an advocate in the High Court, Court of Appeal and Court of Final Appeal of Hong Kong, he has often appeared as an advocate in the Courts of First Instance in the British Virgin Islands, Bermuda, and the Cayman Islands, has appeared in the Courts of First Instance in the Isle of Man, and has appeared in the Courts of Appeal in the British Virgin Islands, Bermuda and Turks and Caicos Islands, and the High Court in Northern Ireland.