Corporate Law in Practice Training Course

Participants can determine whether proposed corporate actions have valid constitutional and delegated authority.

• Model Articles provisions mapped against bespoke constitutional amendments
• Reserved matters schedules tested against board and shareholder authority
• Delegated authorities matrix built for contracts, borrowing and asset sales
• Ultra vires concerns assessed through objects clauses and capacity rules
• Execution clauses checked against statutory company signing requirements
• Authority opinions supported by articles, resolutions and delegation evidence

Participants can prepare legally sound board processes, papers and resolutions.

• Board composition, appointment and removal processes under Companies Act 2006
• Quorum, notice and voting rules applied to board meetings
• Agenda papers structured around decisions, risks and recommended resolutions
• Written resolutions compared with properly convened board meetings
• Minutes drafted to evidence informed decision-making and dissent
• Committee terms of reference allocate authority and reporting responsibilities

Participants can identify director duties, conflicts and potential personal liability before decisions are taken.

• Section 172 duty assessed through stakeholder and long-term consequence analysis
• Care, skill and diligence standards applied to board decisions
• Conflicts of interest declared, authorised and recorded correctly
• Corporate opportunities evaluated under duty to avoid conflicts
• Related-party transactions reviewed for disclosure and approval requirements
• Indemnities, insurance and ratification limits assessed for directors

Participants can plan and document shareholder decisions, meetings and member rights.

• Ordinary and special resolutions matched to statutory decision thresholds
• Annual general meetings and general meetings planned lawfully
• Written shareholder resolutions prepared with circulation and voting records
• Class rights, minority protections and variation procedures examined
• Shareholder information rights distinguished from confidential board information
• Meeting minutes and statutory registers maintained as corporate evidence

Participants can map the approvals and documents required for equity changes.

• Authorised capital concepts separated from current UK share capital rules
• Allotment authority and pre-emption rights checked before share issues
• Share transfers reviewed against articles, restrictions and board approval
• Capitalisation tables calculate ownership, dilution and voting consequences
• Share buybacks, redemptions and capital reductions compared legally
• Stock transfer forms, certificates and register updates completed

Participants can maintain the records and filing calendar needed to evidence corporate compliance.

• Statutory registers maintained for members, directors and persons with significant control
• Companies House filing calendar built around event-driven deadlines
• Confirmation statements and accounts filings checked for completeness
• Beneficial ownership information assessed under PSC register requirements
• Document retention schedule preserves resolutions, registers and executed agreements
• Filing errors triaged through correction, disclosure and adviser escalation

Participants can review contracting authority, execution formalities and key corporate protections.

• Contracting party identity verified through company searches and constitutional records
• Authority chains tested before officers sign material commercial agreements
• Section 44 execution methods applied to deeds and contracts
• Power of attorney scope reviewed for delegated signing authority
• Conditions precedent allocate approvals before contractual obligations arise
• Entire agreement, limitation and governing law clauses reviewed

Participants can structure the corporate approvals and documentation for debt financing.

• Term loans, revolving facilities and bridge loans compared
• Facility agreement provisions analysed for representations, covenants and defaults
• Borrowing authority confirmed through articles, board resolutions and delegations
• Financial covenants monitored using agreed definitions and testing dates
• Guarantees assessed for corporate benefit, authority and solvency
• Lender conditions precedent organised into a financing closing checklist

Participants can identify security interests, registration requirements and priority risks.

• Fixed and floating charges distinguished by control and asset class
• Debentures reviewed for security scope, enforcement and negative pledges
• Security registration deadlines calculated under Companies House rules
• Intercreditor agreements allocate ranking, standstill and enforcement rights
• Guarantee limitations assessed through corporate benefit and insolvency risk
• Security release documents planned for refinancing and asset disposals

Participants can design a risk-based due diligence plan for a corporate transaction.

• Due diligence scope aligned with deal structure and investment thesis
• Document request lists prioritise constitutional, contractual and regulatory evidence
• Virtual data room index organised by legal risk category
• Materiality thresholds distinguish critical, significant and routine issues
• Red flag reports present findings, consequences and recommended actions
• Disclosure schedules convert diligence findings into contractual protections

Participants can plan the principal legal workstreams for a share or asset acquisition.

• Share purchases and asset purchases compared for liability allocation
• Deal timetable maps diligence, negotiation, signing and completion stages
• Heads of terms identify price, exclusivity and confidentiality positions
• Transaction workstreams assign legal, tax, finance and regulatory responsibilities
• Competition, foreign investment and sector approvals screened early
• Signing and completion distinguished through conditions precedent and long-stop dates

Participants can review acquisition agreement provisions and identify material negotiation points.

• Share purchase agreement structure mapped from definitions through completion
• Warranties, indemnities and disclosures allocated to identified diligence risks
• Purchase price mechanisms compared using completion accounts and locked boxes
• Earn-out provisions tested for accounting policy and control disputes
• Limitation clauses assess caps, baskets and claim notification periods
• Covenants control pre-completion conduct and post-completion obligations

Participants can assess joint venture governance and shareholder protections.

• Joint venture structures compared using companies, partnerships and contractual alliances
• Reserved matters protect investors against fundamental business decisions
• Board appointment rights and deadlock procedures tested for effectiveness
• Funding obligations allocate equity, debt and dilution consequences
• Transfer restrictions apply pre-emption, tag-along and drag-along rights
• Exit provisions compare trade sale, IPO and put-call mechanisms

Participants can build controls for material corporate disclosures, approvals and records.

• UK Corporate Governance Code principles applied proportionately to governance arrangements
• Related-party transaction controls identify approvals, disclosures and documentation
• Market abuse risks recognised around inside information and dealing controls
• Anti-bribery procedures assessed under the UK Bribery Act 2010
• Sanctions clauses and ownership screening address transaction counterparty risk
• Compliance escalation protocols preserve privilege and management accountability

Participants can recognise insolvency warning signs and adjust director decision-making accordingly.

• Cash-flow and balance-sheet insolvency tests applied to company facts
• Wrongful trading exposure considered when creditor interests become paramount
• Administration, liquidation and company voluntary arrangements compared
• Standstill agreements manage creditor pressure during restructuring discussions
• Restructuring plans examined for creditor classes and court sanction
• Board minutes document solvency evidence and creditor-focused decisions

Participants can identify common corporate disputes and select proportionate response options.

• Shareholder disputes classified through rights, remedies and commercial objectives
• Unfair prejudice petitions assessed under Companies Act 2006
• Derivative claims distinguished from personal shareholder claims
• Breach of warranty claims tracked against notice and limitation provisions
• Without prejudice negotiations managed alongside formal dispute procedures
• Evidence preservation protects documents, communications and decision records

Participants can identify cross-border legal issues requiring local advice and coordinated execution.

• Governing law and jurisdiction clauses allocated between transaction documents
• Legal opinions scoped for capacity, authority and enforceability assumptions
• Foreign investment screening mapped against target jurisdiction requirements
• Apostille, notarisation and legalisation formalities planned for overseas documents
• Multi-jurisdiction closing checklists coordinate local counsel and filings
• Group structures reviewed for tax, regulatory and corporate dependencies

Participants can build, review and present a complete corporate transaction file for a proposed acquisition.

• Transaction fact pattern analysed for structure, authority and risk
• Governance approvals mapped through board, shareholder and delegated authority
• Due diligence request list and red flag matrix prepared
• Acquisition agreement issues list prioritises warranties, indemnities and conditions
• Signing and completion checklist assigns owners, evidence and deadlines
• Board recommendation presents legal risks, options and required decisions