This half-day course is a practical guide to carrying out private company share capital procedures such as issuing shares, reductions and buybacks as well as declaring dividends. Attending this course will be particularly beneficial for accountants dabbling in company law, company secretaries, non-corporate lawyers and corporate lawyers needing a refresher.
The course focuses on private companies but with some additional material highlighting the key issues for companies listed on a stock exchange.
The course is designed to cover not only how to carry out share capital procedures, but also how to consider how defects in procedure can be remedied, recognising that often professionals are called in to advise when the legal procedures have not been adhered to. How to reduce the risk of director liability is also discussed in the context of recent case law.
The course covers:
What is share capital and what is a share?
What is a share class?
Common share classes
Authorised share capital under the 1985 Act
How to allot shares
Authority to allot and pre-emption rights on allotment
The Doctrine of Maintenance of Share Capital
Reduction of share capital
Redemption of shares
Purchase of own shares/buybacks
Declaring a dividend
Which defective procedures can be ratified and which are void
Recent case law concerning directors’ liabilities in relation to share capital procedures
Subject to interest, some issues specific to companies trading on UK stock exchanges
A schedule to the course notes explains the procedure for share transfers (due to time constraints, share transfers are not discussed in any detail during this half-day course)
Note: this course does not cover the detailed tax or accounting aspects of share capital.