Textbooks

For most of the corporate lawyers based at Morrison & Foerster in London the key resources that they like to have to hand at all times are the Butterworths Company Law Handbook, the FSA Listing, Prospectus and Disclosure Rules and The Takeover Code. Though all these sources have their electronic equivalents nothing seems to be able to match having a printed copy which can be annotated and plastered with post-it notes. Some of the lawyers also cannot do without the Butterworths Securities and Financial Services Law Handbook because vital sections of the Financial Services and Markets Act and associated secondary legislation are unfortunately not reproduced in the Company Law Handbook.

Our practitioners rely very heavily on legislation and regulatory codes so it is no surprise that they all have some favourite commentaries to interpret and clarify particular points law: Tolley's Company Law, Gore-Browne on Companies and, most crucially, the online PLC service which offers a particularly practical view on legal issues. There are also other useful textbooks such as the ‘practitioner's guides’ that used to be published by City and Financial Publishing (recently bought out by Thomson Legal) on the topics of listing on the Alternative Investment Market, the FSA Listing Rules, directors duties, private equity and The Takeover Code.

We also subscribe to a number of key journals – the monthly PLC Magazine is a well-read resource as is Private Equity News and the Financial Times.

Online Resources

As already mentioned, PLC (http://uk.practicallaw.com) is a key resource for our lawyers, but we also rely heavily on the Lexis Library database (http://www.lexislegalintelligence.co.uk/intelligence/lexislibrary) for up to date legislation and case law. The latter also provides access to some of the older guidance and regulatory materials which have been issued by the Financial Services Authority and its predecessor bodies.

Company Filings

Access to information about companies is crucial for the corporate lawyer. Transactions and deals will be based on key information about a company, such as its assets, share price, intellectual property assets e.g. patents, stock, as well as the corporate group structure, key company officers, shareholders and financial information about the performance of the company. Sometimes lawyers wish to locate information about target companies; other times they wish to verify data in a prospectus in line with regulatory requirements. It is obvious that access to the information that registered companies must file at Companies House is of prime importance.

There are a number of ways to access company filings. For Joe Public this can be done through the Companies House Webcheck service (http://www.companieshouse.co.uk/toolsToHelp/WCInfo.shtml) where you can pay by credit card for individual company documents. Then there is the Companies House Direct subscription service (http://direct.companieshouse.gov.uk/) which has access to the same company filings with added functionality to search and retrieve documents. Lastly there are third party vendors such as 7side Ltd (http://www.7side.co.uk) who facilitate access to the Companies House Direct service but have the additional functionality of allowing the user to enter a client matter number for internal billing purposes, which is very important in these cost conscious days.

There is an enormous range of documents that you may see in the filing history for any given company and part of the expertise of the librarian is to know which documents need to be obtained in order to locate the information the lawyer requires. The filing requirements and when/why/how they should be filed are set out in the Companies Act 2006, but Companies House has some rather more digestible guides on how the forms work and when they have to be filed (http://www.companieshouse.co.uk/about/guidance.shtml). Two key document filings that all companies must make each year are:

• • Annual return – Form AR01 – this provides a snapshot of general information about a company's directors and company secretary, registered office address, shareholders and share capital. Companies must file an annual return at least once every 12 months. The company officers are responsible for ensuring this is filed within 28 days after the anniversary of incorporation of the company, or the anniversary of the made up date to the last annual return. If it is not filed, the Registrar at Companies House might assume the company is no longer trading and may strike off the company from the Register.

• • Annual accounts – Form AA – all companies must keep accounting records even if they are not actively trading. The first set of accounts must be filed within 21 months of the date of incorporation for private companies, or within 18 months for public companies. Thereafter a private company has nine months from the accounting reference date to file accounts, or six months for a public company.

There are other event-driven filings that a company must make and combined with the two annual filings above, they can reveal many details about a company that might otherwise be difficult to obtain.

• • Changes in directors or secretaries

• • Change in registered office

• • Resolutions passed

• • Change of name

• • Change of constitution

• • Share capital

• • Re-registration

• • Charges and mortgages

One curious aspect of the role of Companies House is that it may not correct any documents which are incorrectly filed and for example contain incorrect information, though it can reject certain documents if they do not include the required information. Fines can be raised for certain documents which are not filed within the allotted time, but inconsistencies may not be corrected. That said, in the UK we are fortunate to have access to such a wide variety of data about each registered company. If you compare what other jurisdictions may or may not have to file, you will appreciate that it is much easier to research a UK company than one from other countries such as Germany, or a private company in the USA.

Public company information resources

There are other sources of information that emanate from a company itself which can provide the corporate lawyer with useful data and information. Prospectuses and offering circulars have to contain certain pieces of information about a company, such as the group structure, company officers, assets and financial data, and can be a critical source for identifying ownership of subsidiary companies. Prospectuses can be obtained from a number of sources and at Morrison & Foerster we find Perfect Information's PI Navigator subscription database (http://www.pi-navigator.com/) covers our needs. The service allows searching across a number of criteria and includes full text searching of documents which is useful, plus there is an alerter function so you can track a particular company's activity. The National Storage Mechanism (http://www.hemscott.com/nsm.do) was set up in August 2010 as a depository for all prospectuses that have been authorised by the UK Listing Authority. This will become a more useful resource as the collection grows and as documents are freely available to everyone.

Public companies listed in London also issue important information in Regulatory News Service (RNS) announcements, which are statements made to the London Stock Exchange (http://www.londonstockexchange.com) about important events happening that may affect the company and its share price. RNS announcements are available via the London Stock Exchange website for free, though it can be difficult to find what you are looking for because the search engine will only search over a three month time period, so a search over one year will require four separate searches. Subscription services like PI Navigator allow you to search RNS announcements hassle-free, though there is a cost implication to factor in.

Company websites

A good source that should not be overlooked when looking for company information is the corporate website. Usually within the “investors” or “about us” section there will be a wealth of free information about the company including annual reports and prospectuses that you may otherwise have to purchase to access from subscription databases. Companies which are listed on the Alternative Investment Market (AIM), for example, must make certain documents such as the listing prospectus and corporate governance statements freely available on their website.

Corporate governance

Corporate governance covers the set of policies, laws, guidelines, procedures and processes affecting the way a company is directed, governed and controlled. It includes the relationships between the stakeholders involved in a company, for example the board of directors, company officers, shareholders, employees, customers, suppliers and even the general public; the goals of the company and how they are achieved. There has been a code on corporate governance in the UK since 1992, which is based on the underlying principles of accountability, transparency and the success of the company. Due to the fairly recent high profile collapses of some large firms such Enron and MCI Worldcom, accountability of certain key individuals has also become a hot topic. Corporate governance has emerged as a key pillar for corporate lawyer involvement and can be central to how many transactions are structured.

There are many organisations which issue guidelines and policies in the area of corporate governance, which are generally considered to be best practice and should be followed. The new UK Corporate Governance Code was issued in May 2010 and replaced the Combined Code, setting out guidelines for publicly listed companies.

It is interesting to note that most of the guidelines which are issued are not compulsory for a company to comply with but, if they do not comply, they will need to explain the reasons why to their stakeholders, as the guidelines will embody generally accepted ideas of good practice and stakeholders will want to know why a particular company is deviating from them.

Precedents and bibles

Our precedents collection is maintained and updated by the corporate professional support lawyer to reflect changes in the law and market practice as keeping up to date in this area is absolutely crucial. Lawyers need to know what is happening elsewhere within the legal market and how their peers are putting together the wording/clauses that are dictated by changes in the law. For instance, when the Prospectus Directive Regulations were implemented in 2005, the library saw a flurry of queries about finding prospectuses which had been issued in line with the new Regulations. Some clauses and wordings are fashionable to phrase in a particular way one year and then six months later may no longer be used.

We also maintain an electronic collection of bibles for transactions that our corporate team has worked on. A bible is the collection of documents and executed agreements which are all related to the same deal. For example, when advising a client on an initial public offering (IPO) all the documents related to the admission document, such as legal opinions, director agreements and due diligence will all be collected in one place. The team who worked on the deal will usually keep a print version of the documents so that they can refer back to them easily if questions subsequently arise from the client. But the bible is also made available on our know-how system so that those outside the deal team can view the documentation.

Non-UK jurisdictions

As we become increasingly more globalised in the way we work, it has become much more important for our lawyers to understand how company law works in other countries. Not only do lawyers have to take into account European laws such as the Prospectus Directive, but they also have to understand the implications of setting up a branch company in, for example, Germany or Luxembourg, and what the filing requirements at the commercial registry are, to say nothing of the tax consequences that may also arise.

The PLC Cross Border service can be invaluable for finding out basic information about how the law works in non-UK jurisdictions, but often we need to turn to journal articles or specialist print works like Sweet & Maxwell's Doing Business in Europe for more detail, or instruct local counsel in another country to do the work for us.