Public Companies Law And Security And Corporate Governance Assignment Sample

Introduction of Public Companies Law And Security And Corporate Governance Assignment

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ALMA-BETA plc, a Nottingham-based company incorporated in 2019 is in the business in the telecommunication industry. According to the pandemic attack of Covid-19, the directors of the company have decided to diversify the company’s investment portfolio by acquiring the First Rivers Energy Solution with the aspect of supplying energy to UK homes. On completion of the portfolio expansion, the company wishes to raise its required capital by seeking admission of its shares into “the main market of the London Stock Exchange for making public issue”. The report is going to discuss the relevance of the “FSMA 2000” regarding the official listing of the shares and it also identify whether the company satisfies the general conditions or not according to rules. The report will discuss the incomplete information of the company prospectus and therefore some suggestions are also mentioned. The second part of the report will discuss the roles of the shareholder toward the effectiveness of the “comply-or-explain approach”. Therefore the report will also suggest some me\asuers that the shareholders should perform for the approach.

Part A

Explanation of the FSMA 2000 regarding the admission of the official listing.

According to the directors of ALMA-BETA plc, the investment portfolio of the company needs to be enhanced by issuing its shares to the “London Stock Exchange” for the purpose of the public issue. The company needs to follow the listing rules of the Stock Exchange followed by the “Financial Service and Market Act 2000”[1].

The Financial Service and the Market Act 2000 and the general conditions

The Financial Service and the Market Act 2000 is an act that created the Financial Service Authority as the regulator of the insurance investments and the financial leadership services to reduce the disputes as a free substitute option for the courts[2]. The act is mainly regulated and maintained by the parliament of the United Kingdom. The listing of the shares must follow some serious regulations according to the FSMA act. The first and foremost duty of the company is for making drafts. The original drafts must be annotated in the margins on official website of FCA accessed on fourth may[3]. Three copies of the amendment drafts shall be submitted again and marked in red to show the changes for showing confirmation with UK’s listing committee’s comment and in blue or black to indicate the other changes. On the other hand, online-published drafts are also acceptable to the Listing committee for the advanced methods of proposing. Followed by the drafting process the formal approval process takes place. Particulars must be formally approved by the UK listing company before the process of publication. At the same time the listing company approves whenever the information in the particulars is complete. The listing particulars can be stated as

1. Choosing Market

The first step for equity listing is to select the market of listing. According to the size, capacity, funding, and objective of the company it helps to select the proper market that is appropriate for the company. Therefore there are three market segments according to the company’s requirements. The segments are

1. “Market high growth segment” which is specially designed for the “mid-sized high growth companies based in the UK and Europe”.
2. According to subsection (5), The market standard segment is part of the “Financial Conduct Authority’s (FCA)” official segment for the companies subject to core “European standards”
3. Market premium segments are subject to the highest standard of the corporate providing eligible companies with inclusion in the FTSE UK Index series.

At the same time, the ALMA-BITA secured a good place in the premium market segments of the London Stock Exchange[4]. The company has already received a various letter from the investors before its listing in the LSE. On the other hand, as per the needs of the company, it can also decide the type of the transaction like IPO and direct listing

Initial Public Offering (IPO)  

This option gives the opportunity for the company “to raise the widest range of capital by issuing new or existing shares to the new investors”. the company can promote healthy liquidity in the share with the help of a broad range of investors. IPOs are followed directly by the media, which will help to enhance the company’s profile and attract further liquidation after the admission.

Direct listing

The direct listing reflects the direct joining of the market without raising any capital. This process will suit the companies that have raised investment from other different sources and have several inventors in theory shareholder register.

 2. Choose advisors

Team selecting is one of the significant steps to take the company into the public. The company should need to appoint an expert team that includes legal counsels, accountants, investment banks and others. The expert team will lead the company to secure a good market and also help them in collecting a good amount of initial investment. In this case the company wants to raise 10 million by issuing 20 million shares. Therefore the company needs to secure its issue and the capital acquired with the help of the expert team.

3. Preparation of application

The different market segments have different regulations in respect to the application and the listing process. The company needs to apply to the regulator to raise capital and to the London Stock Exchange to be admitted for the trading. Therefore some steps relating to the application process can be stated as

1. The admission application for listing in the appropriate form of the UK Listing Authority should be signed by the respected officer of the issuer.
2. The officer of the issuer should provide a confirmation letter that mentions that all the documents have been submitted accordingly to the Listing Authority and all other relevant requirements.
3. The Listing Authority approves the application on the proper evaluation of the documents and then the application of the listing will be accepted regarding all requirements of the Exchange.

In this case the company does not need to file an application regarding the listing of the share and the new issues. The company already has some ordinary issues with a share capital of 75000 and therefore it can raise its issue by only issuing and the approval of the prospectus.

4. Appointing brokers

The listing process should consist of the selection of the broker. Well-trained brokers can easily sell all the shares or the stocks of the company very easily. With the help of the brokers, the company gets an opportunity to cover its needs and the collection process of the capital from the market[5]. ALMA-BETA can select the brokers on the basis of the market segmentation, size of the business and the share value of the company. With the help of the brokers, the company can also get an opportunity to establish in the market very easily, and therefore the very next process after the listing process is the selection of the properly trained brokers is required.

5. Market to investors

The Corporate broker of the company will help to collect the potential investors as per the requirements of the company. The brokers will assist the management team for making the series of investor presentations as part of the formal road show. The investment market is the main sector for any company, which wants to enlist directly into the market and to gather their required investments to enhance the liquidity of the company and the enhancement of the profile of the company.

6. Listing and Beyond

During the launching date and the first day in the stock market, the brokers get permission for the total allotments of the shares and the purchase of the shares from the open markets are also maintained by the brokers of a listed company. The listing date can also provide the company some satisfactory capital raising with the help of the broker of the company. According to subsection 73-103, the listing of the share into the selected market segment the company will be able to raise the required capital but proper share allocation and the distribution of the shares.

Companies' actions and measures to satisfy the general rules

The company has previously ordinary issued share capital of 75000 and therefore the company wants to expand its investment portfolio on the basis of issuing 20million more shares to raise the required investment of 10 million. The company has prepared the prospectus according to the Prospectus regulation rules under section 73A. One of the copies of the prepared prospectus has been approved by the “Financial Conduct Authority” has been made available for the public in accordance with the rule of 3.2 of the Prospectus Regulation Rules. The published prospectus in accordance with the Rule contained, among other things, the statement of the company and the names of the directors appear in the prospectus rather than the duties and the responsibilities of the directors, which are not included in the prospectus. According to section 73, A part 6 of the prospectus rules the proper information about the duties and responsibilities of the directors must be mentioned in the prospectus and does not omit anything likely to affect the import of such information that will be issued to the public for the investment[6].

The application relating to the listing has been made on the financial conduct authority in its capacity of listening under the UK listing authority in connection with the admission and the listing of the premium listing segments of the London Stock Exchange. The company will face some issues on the prospectus because there is some information regarding the management and the duties of the directors is missing in the prospectus. Therefore the company will face some issues relating to getting their required investments from the market as the investors will not get the proper information of the company. The company should follow the general rules of the FSMA act 2000 regarding the listing of the shares. The company should prepare a plan in selecting the market segment in accordance with the share value and the share category. Therefore the company has selected the premium market segment of the London Stock Exchange for issuing their 20 million shares of 50 pence each. Therefore by selecting a well-structured market the company can easily fulfill its requirements. After the selection of the market, the company needs to appoint or elect an exclusive external team for the maintenance of the stock market and the team will lead the company to achieve its goals. ALMA-BITA does not appoint an expert team for their shares. Therefore the company is totally dependent on its directors. The lag of the external team can cause the company to fail in the market and it can cause a loss on the first day of the listing[7]. 

The most important step according to the general rules of the act is the application for listing. The company previously had their ordinary issue share capital of 75000 and therefore does not file any application in respect of the act. The company just issues an incomplete prospectus that reflects only about the share prices, share quantity and the name of the directors. The duties of the directors were not clearly mentioned in the prospectus making it incomplete. Therefore there can be a possibility of not getting the required investment through shares, as the company is not providing the proper information to the public or the investors.

Recommendation for the directors on the incorrect information in the prospectus

Companies that are going to enlist themselves into the stock market should maintain some primary matters like a memorandum of association, article of the association and the prospectus by which the investor or the public will get the proper information about the company and its offerings. Therefore the mentioned documents become more relevant in accordance with the enlistments of the shares into the market.

Incorrect information in the prospectus and punishment regarding the liability

ALMA-BETA plc plans to expand its businesses by acquiring the First River Energy Solution with raising funds of 10 million from the market by issuing 20 million shares. The company prepared a prospectus in accordance with the Prospectus regulation rules under section 73A. The copy of the prospectus has been filed and approved by the Financial Conduct Authority and also made available for the public. On the other hand, the prospectus does not include the data about the director's role regarding the issue and the allotment of the shares. Therefore the company will face some less interest from the investors as well as the public who will likely invest in the ALMA-BETA. The prepared prospectus of the company does not include any information about the expansion and projected future growth of the company[8]. Therefore the prospectus does not cover all the regulations of the Company Act 2013. According to the company act, the prospectus of the company should consist of the directors, details of the company along with the future aspects relating to the shares and the objective for raising such investment. Therefore the prospectus of the company needs to be rectified with some proper evaluation and elaborated with the missing information. According to the case of Rex v. Kylsan, it can be stated that the incomplete information of the prospectus can lead the investors into danger and cause the investment amount to suffer a risk in future aspects (jstor.org). Therefore it can be clearly stated that the company should maintain the prospectus according to the Company act 2013 with all required information.

Suggestive Actions for the directors regarding the prospectus and the potential liability

The incomplete prospectus can be overcomed by taking some serious regulations according to the companies act 2013. There is a gap in the information of the company's future goals of expansion and the projected future growth of the company is missing. The duties and the regulation of the directors is also omitted by the prospectus. Therefore the company need to enhance their prospectus by

• Providing more specific information about the company’s directors and the duties relating to them. There is no external team for the company for the maintenance of the stocks, accounts, investment affairs, and others. Therefore the company is dependent on its directors and if the duties performed by the directors are not mentioned the investors will not show any interest in the investment.
• The assumpted future growth of the company is not properly mentioned in the prospectus. Proper calculation is needed in calculating the future expansion of the company about the growth and the objectives of the company. However, it is a piece of important information that needs to be in the prospectus for the public and for the investors[9].
• The expansion plan of the company should also be mentioned in the prospectus based on which the company is going to issue the shares in the market. Therefore without a future plan, the investment in shares becomes worthless for the investors or the public.

Part B

Examination the roles of the shareholders towards the effectiveness of the comply-or-explain approach

UK corporate governance regime for premium listed companies

Corporate governance is a system in the UK that may generally show the effectiveness module which may be influenced by the various jurisdictions, especially in Europe and Asia. This may attract various international companies to gain access to a wide number of investors. Law of Transparency Obligation, Communication Act 2003 (c. 21), corporations, and so on are examples of Corporate governance that may help to comprise a number of laws.[10] According to the “Companies Act 2006,” it may be mandatory that the default rules and the legal standards have been derived for the common purpose of the laws. Corporate governance in the UK has been the cause of various corporate scandals since the late year of 1980. This has been notable that the rules of the Listing or the disclosure and the transparency had been published by the “Financial Conduct Authority (FCA)”.[11] Legislation, (2022), Companies Act 2006, Available at: https://www.legislation.gov.uk/ukpga/2006/46/pdfs/ukpga_20060046_en.pdf [Accessed on: 04.05.2022]

The various principles and the provisions of the UKCG code and the stewardship code may be supplemented by the good practices of the guidelines that may be published by the FRC. The institute of chartered governance may be the number in the increment of the institutional shareholders of the organizations.[12] The most vital part of the “UK Corporate Governance Code'' is the practices of the various code that may be conducted or updated by the “Financial Reporting Council (FRC)” According to the “Companies Act 2006,” Part 43, recover the process of the “Transparency Obligations And Related Matters'', it may be conducted under the rules of the “Financial Services and Markets Act 2000”.[13]

The approach of Comply Or Explain

The UKCG code has been operating on a different basis of compliance and explanation. A listed company may be required to choose the requirements of the approaches of the investors in the period of the investment. The company has to adhere to the UK Corporate governance code (UKCG) for the uses that comply with its consideration. The different types of approaches of the company may be the more appropriate if different circumstances at the stage of the compilation. It may offer the listed company various types of flexibility to choose between the compliances of the principles or the explanations. The different types of the merits to such types of flexibility lie in the ability of the encouragement to the adaptation of the company in the form of the “spirit of the Code”.[14] The other statutory regime that may be led with the various approaches of “box-ticking” may fail to allow the deviation of rules and the trust of the foster investors. Therefore, the model of the “comply or explain” ultimately leads to the betterment of the governance. It may be found that the company Alma- Beta PLC conducted with telecommunication has covered the UKCG code.

Approaches of the corporate governance

( Source: Lexisnexis, 2022)

It can be explained with an example, the various numbers of the provisions that may be included at the time of the appointments of the senior independent non-executive directors or the director that may be contracted the service of the 12 months. It may be encouraging the employees of the company to show that may be more than half of the non-financial constituents under the FTSE, Sec,350 which may fully lead with the compliance of the Code of conduct at the end of 2004.[15] However, the other firms or the company that may not conduct with the combined code will face poor jobs at the company. The above figure 1 shows the process of corporate governance that may help to the different sectors of the management of the company. Every company has to follow the process of the UKCG to get a good profit in the financial statement. The various approaches or the ownership model and the convergence of the governance code may be the part of the corporate governance that may become good for the company. The approaches may be fulfilled by based on the rules and the regulations and the various types of the principle under the “Financial Services and Markets Act 2000.” there may be other parts described below for the approach of Comply or Explain for the company.

• The small listed company may be the particular chosen number of the new listing companies, which has a disproportionate number of the provisions that may be less in the different cases. There may be some types of provisions that may not be applicable below to the FTSE. The different companies that may not consider the approaches at the time of the investments and the approaches related to the decade of UKCG. The management investment of the company may be the types of the type that may provide the different types of structure that effected at the particular relevance of the provisions.
• The satisfactory engagement between the boards of the company and the various investors may face a crucial situation at the time that follows the UK corporate governance regime. Therefore, it may be said that the company and the investors both are responsible for the measurement of the concept of the “Comply and explain”. It may be an effective or an alternative may be the rules-based system.
• It may be recognized that the Alma Beta PLC has followed the alternative provisions of the justification of the particular circumstances at the good for the achievement of the other means. A condition that may be created by the company at the time of the voting intention may be influenced by the result. The explanation that may be provided is that the aim of the company is to relive at the illustration.[16]
• The code has rid the rules of the principles at the time of the main and the supporting provisions of the company.[17] The listing rules of the required company may consist of the various provisions in the governance of the UK. The support of the both company and the shareholders may be the foundation at the beginning of the flexibility. The wide number of admirers and the immediate support of the international community has been a mandatory part of the times of flexibility.[18]

According to the “Financial Services and Markets Act, 2000”, (FCA) shows “The consumer protection objective” explains the different types of the risk involved at the different kinds of the investment.[19] The degree of the experiences that may be held at the time of the expertise and the experiences of the different consumers. [“Pt. 1A substituted for Pt. 1 (24.1.2013 for specified purposes, 19.2.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 6(1), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(b)(c)(2), Sch. Pts. 2, 3, 4; S.I. 2013/423, art. 3, Sch.”]. The different types of expedition that the reliable for the operator of the various scheme may be provided by the FCA in Sec 232A.[20]

“S. 1C(2)(g) omitted (6.4.2021) by virtue of Financial Guidance and Claims Act 2018 (c. 10), s. 37(5), Sch. 3 Para. 8; S.I. 2021/433, reg. 2(b)(i)”[21]

Roles of the shareholders

The FRC has published the start supplement for the best practices of the various guidelines under the UK corporate governance code in the way of the principles and the provisions. Premium may arise in a company that may show qualitative improvement in the vital aspects of the various corporate governance. Corporate governance may include the various disclosures and transparency of a company, the rights of the shareholders, and different types of duties. [22]

A shareholder maybe the person, group, organization, or company, which holds the numbers of stock(s) given by the company. A company conducted with premium listed equity shares in the UK may be focused on applying various principles and reporting for the achievement of the outcomes. According to the law, the shareholder may be higher than the minimum of the share of the stock of the company.[23] The shareholder has also made the partial owner of the types of the various mutual funds. Shareholders may receive the different types of declared dividends if the company has received success and good profit.

The area of the comply or explain it may show that the various numbers of the approaches that may be explained and offered by the various companies have been devoted. The deviation of the specified codes and the various principles may be publically. The websites of the various regulators of the company and the transmitters are in the forum of the investors. The shareholders may be expected to judge the part of the explanation that may be offered by the company. [24]It may be sufficient at the time of the compilation of the sufficient warrant and the explanations at the component of the area of the laws. The distinction between codes and principles becomes important, as the approaches of the principles or the code may become very important. The specific code of the company or the principles in the sense of the “norms” that may be established in the evaluation of the historic period of the governance structure. These codes may not be copied for the reason of the deserving violation in extraordinary cases.

The shareholders have been the conduit with the positive statement by the suggestion of the particular ways in the implication of the principle. For example, good governance at the principle of the Alma Beta PLC has followed the principle of the board of the directors that nay be able to express the judgment of the independency. The company may be desirable that the company may be one-third the independent. It may be considered that the offer of the explanation of the directors to supports the structure of the UKCG code. This type of determination may become the more challenging to the way of the Copley or explain. The UK Governance Code, for example, compares the 18 main principles that may be the form of the structure of the spirit of the governance.[25] There may be the code of the provisions of the number of the principle that may be 55 code of the provisions. The company Alma Beta Plc has to accept the concept of the code as the guidelines for the achievement of the main principles. According to the “Company law 2006,” the main principle or the various compliances that made the asses very easy. It may still have deviated from the satisfactory explanation for the same provision that may be provided. It may be explained by the example of the “Division of the responsibility”, which states that the head of the company between the running of the various boards and the executives. The responsibilities of the executives and the running status of the management of the company have one of the individuals for the unfettered powers of the decision created. 

The framework of the application of the principle for that “ role of the roles of chairman and chief executive should not be exercised by the same individual.” The accompanying code for the achievement of “The division of responsibilities between the chairman and chief executive should be clearly established, set out in writing and agreed by the board.”[26]

A possible solution is a large number of the presence of the shareholder and that they have to be active at the stage of the mutual funds, pension funds, and the other numbers of the institutional investor. These types of the shareholder maybe the types of the specialized at the time of the investment and the have the specialized knowledge. It may be the expertise the both of the expertise to the discrimination between the deviation of the good and bad that may be libel to the force of the “voting with their feet.” It may be shown that the many countries the outside of the power to force the abandon-in-optimal at the preference of the deviation.[27]

These types of problems may bring to the relay of the judgment of the shareholders at the free-riding of the principles. The average number of the investors may put at the hold of a tiny fraction of the total shares of the company. The individual types of the decisions are affected at the outcome of the types of principles. However, the types of the principles have been explained to the judge as the sufficient or by the investors also. On the other hand the decision that be taken by the company at the stage of the costly efforts that may be not liable for the betterment of the Alma Beta PLC. The annual report of the company Alma Beta PLC  state that there may be various steps have to taken for the valid reasons to the compliance of the cease. The company may be treated as by the telecommunication department, therefore they follow the various numbers of the law to attract their investor to invest in the company.[28]

The shareholder of the company Alma Beta Plc has the role of the profit receiving that may include the various types of the responsibilities. Therefore, the power of the management of declining the appointments and the remove of the process of the work held by the director of the company. The process of the decision making may be the part of the director at the time of the change for the constitutions. The practice of the tricky of management system of the company may be the dependent part of the shareholder at the point of view of the investments. The checking and the approval of the financial statement of the company may be the part of the shareholders. The common shareholders of the company Alma Beta PLC have the various types of common stocks. A number of the stakeholder may have the right to vote concerning the company.[29] The different control over the management of the company may have the right to file the action against the company for the potential harm of the company.

Conclusion

The case study has explained that the Alma Beta PLC has followed the various laws under The Financial Service and the Market Act, 2000. Therefore, the company has need to include various institutional investors for the potential force of driving the various compliances. According to the case study, the adaptation by the company of the compliance or explanation may be good approachable for the improvement of the company. The practices and the corporate failures probably in the country of UK may be involved in the corporate sector. Therefore, the approaches of the governance and the standard of the various types of the governance laws. The structure may face various challenges due to the improvement in the performance of the company in the strong enforcement of the governance standard. Whatever the reason the chooses between the regulatory system of the compliance or example or the else part may be highly debated topic at the upcoming five years. It can help organization to maintain their legal activities effectively.

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[1] Chanias, Simon, Michael D. Myers, and Thomas Hess. "Digital transformation strategy making in pre-digital organizations: The case of a financial services provider." The Journal of Strategic Information Systems 28, no. 1 (2019): 17-33.

[2] Hsieh, Tsung-Han, Youwei Li, Donal G. McKillop, and Yuliang Wu. "Liquidity skewness in the London stock exchange." International Review of Financial Analysis 56 (2018): 12-18

[3] legislation.gov Companies act https://www.legislation.gov.uk/ukpga/2006/46/notes (accessed on 4th may)

[4] Wang, Andong, Robert Hudson, Mark Rhodes, Sijia Zhang, and Andros Gregoriou. "Stock liquidity and return distribution: Evidence from the London Stock Exchange." Finance Research Letters 39 (2021): 101539.

[5] Hsieh, Tsung-Han, Youwei Li, Donal G. McKillop, and Yuliang Wu. "Liquidity skewness in the London stock exchange." International Review of Financial Analysis 56 (2018): 12-18.

[6] Tien, Nguyen Hoang. "International economics, business and management strategy." Dehli: Academic Publications (2019).

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