INTRODUCTION
At Charles Russell Speechlys LLP, our expert team of corporate lawyers works with our clients in a multitude of differing industries and sectors to help them achieve their business goals. This may be a start-up company backed by investors, entrepreneurs and venture capital, a growth company looking to scale up and win new investment, or a large multinational company with full-service legal requirements. A corporate lawyer's work is often integrated with that of other departments such as the employment or tax teams to ensure that transactions are fully supported and structured in the most advantageous manner. The types of transactions and projects that our lawyers will work on with our clients include:
• Mergers, acquisitions and disposals of companies
• Public takeovers of companies listed on the UK Main Market and AIM
• Private equity transactions
• Venture capital and venture debt funding
• Innovative equity and debt financing arrangements
• Fund formation and the regulation of financial institutions
• Establishing LLPs and other forms of partnership
• EU and competition law
• Corporate governance
• Company secretarial matters
Our lawyers are based not just in our UK offices but also internationally, meaning we can support a comprehensive range of domestic and international legal services to meet our clients’ needs.
KNOWLEDGE DEPARTMENT SUPPORT
Much of the transactional work undertaken by the lawyers is supported by our Knowledge department which comprises the research team, the knowledge lawyers, and the innovation technology team.
Our Research and Information Services team provides legal research support, business research, current awareness and horizon scanning, resources training, and ensures seamless access to key resources for lawyers whichever office they are working in. We assist in tracking the key legal developments mentioned throughout this article to ensure everyone is knowledgeable about emerging new themes and trends. We also collaborate with the business development team to support research on pitches and relationship building with clients, and therefore there are many opportunities to get involved with corporate team matters.
Working closely alongside our lawyers are our knowledge development lawyers (KDLs), who are qualified non-client facing lawyers focusing on providing technical expertise and experience to the team. The KDLs are on hand to help problem-solve on complex legal matters, keep the team up to date with legal developments, support business development, and provide technical legal training to all fee-earning lawyers at all levels.
Our Innovation Technology team is focused on implementing new tools and maximising the use of technology to help us to win work while at the same time creating time and cost savings, reducing risk and increasing quality. Increasingly, our clients expect greater use of technology to improve productivity, greater collaboration and transparency between us and them, while there is a growing emphasis on innovation and the use of artificial intelligence tools to achieve this. For example, using document automation technology, which is where a standard template is completed through answering a series of standard questions, and using electronic signatures to facilitate the execution of documents wherever the signatories are based.
THE LEGAL AND REGULATORY FRAMEWORK
The source of law for much of what a corporate lawyer is involved in will be the UK Companies Acts, most recently the Companies Act 2006 which was a major overhaul and consolidation of a number of previous acts and regulations, and which took two years to implement. The Companies Acts set out how companies are formed, managed and run, and the law has developed around this act, secondary legislation under it and case law relating to it.
More recently the Economic Crime and Corporate Transparency Act 2023 (ECCT Act) was passed by Parliament, supplementing the Economic Crime (Transparency and Enforcement) Act 2022 which was fast-tracked through Parliament as a result of the Russian invasion of Ukraine. The ECCT Act aims to deliver reforms on tackling economic crime and improving transparency over corporate entities, allowing the UK authorities to proactively target organised criminals. Companies House will receive enhanced abilities to verify the identities of company directors, remove fraudulent organisations from the company register and share information with criminal investigation agencies, while changes to the public beneficial ownership registers closes the loopholes that allow criminals to use companies to move and hide money. Law enforcement agencies will benefit from greater powers to seize, freeze and recover crypto assets, and it will be possible to attribute criminal liability to an organisation if a senior manager has committed an economic crime.
Our corporate team works with public companies, or companies which intend to go public, and this means that they need to be up to speed with the rules and guidance that are issued by agencies such as the Financial Services Authority, the London Stock Exchange and The Takeover Panel. They also need to work in line with guidance from all the industry associations affiliated to the specialist industries they work with, such as the technology or healthcare sectors, as well as regulations issued by government departments such as HM Treasury and the Department for Business and Trade.
We also offer our clients a dedicated company secretarial legal service covering the formation of a company through to the cessation of a company. Therefore, our team must also be conversant with the intricacies of filing statutory information with Companies House.
Another key area which our lawyers work in is providing advice on environmental, social and corporate governance (ESG) issues. ESG is an area that has substantially grown over the last few years and has had increasing importance in the world of corporate lawyers due to the implementation of regulation and legislation across the globe. From ‘greenwashing’ to shareholder activism and green taxonomies these are critical areas that our lawyers need to understand and advise clients on.
ONLINE DATABASES
There are a number of key online resources which a corporate lawyer will need in order to successfully perform their job.
Our team particularly likes FromCounsel (www.fromcounsel.com/corporate) to support its work as it is intuitive to use and easy to locate information. FromCounsel is a relatively new player to the market; we have subscribed since 2020 and it has quickly become a ‘go to’ resource for keeping up to date with changes in the law, locating precedents which we do not hold in our in-house collection, and answering those tricky questions about how a law has actually been applied in real life.
Practical Law (https://uk.practicallaw.thomsonreuters.com/) is another key online resource and is a familiar service for junior lawyers who will often have used it at university or in prior roles. Its strength is its breadth of content across all areas of English law, interconnecting its practical content with Westlaw (see below) primary legal materials for a seamless research experience. Practical Law content includes standard documents, drafting notes, checklists, practice notes, a glossary, and matter maps setting out the key steps of a transaction with links to relevant content within the service.
Westlaw (https://uk.westlaw.com/) is the sister product to Practical Law, allowing lawyers to access primary laws and analysis, as well as key commentary and books. Thomson Reuters, which owns these products, has created a set of dynamic tools to make legal research and analysis more efficient, including tools to make it easier to navigate post-Brexit legal divergence.
Lexis+ (https://plus.lexis.com/uk/) is the new name for what used to be called LexisLibrary and LexisPSL, and this brings together the content from both services into one platform. Legal research on primary materials can be performed on Lexis+, as well as more in-depth practical research to locate knowhow materials like standard documents, drafting notes, and toolkits which collate transactional collections.
PRACTITIONER TEXTBOOKS
Our corporate lawyers refer frequently to key textbooks to support the advice they provide to their clients. Prior to the pandemic, all corporate lawyers would have had their own print copy of Butterworths Company Law Handbook to hand on their desk. However, during the pandemic we decided to purchase a subscription to FromCounsel as an additional tool to support the team as they worked from home, and this was on the understanding that lawyers would instead now access Butterworths Company Law Handbook online via LexisLibrary, which they agreed to. At the time, our lawyers became much more willing to transition to online resources – even if it's not their preferred way to access what is a beloved book – and in this new world of hybrid working we have also been able to move lawyers to using the online versions of The Takeover Code and the FCA Listing, Prospectus and Disclosure Rules, making significant library budget savings as a result.
Our practitioners rely very heavily on legislation and regulatory codes, so it is no surprise that they have some favourite general commentaries to clarify and interpret particular points of law. Figure 1, page 49, is a table outlining some of the general texts we have in our collections, as well as some more niche titles. All of these titles are available in print, however, many are also available online via subscription platforms such as Westlaw, Lexis+ and Global Law and Business.
Figure 1: A summary list of key corporate texts
There are also a number of key journals which are frequently used by corporate lawyers for both legal and market developments. These include Company Lawyer, PLC Magazine, Company Secretary's Review, International Company and Commercial Law Review, International Corporate Rescue, Journal of Business Law, Real Deals, and Private Equity News.
COMPANY FILINGS
Access to information about companies themselves 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 like patents, stock, as well as the corporate group structure, key company officers, shareholders and financial information about the performance of the company. Sometimes a lawyer will want to locate information about a target company in an acquisition; other times they wish to verify data in a prospectus in line with regulatory requirements. In England and Wales, the company registry under the remit of Companies House is a key resource for any corporate lawyer or researcher, and understanding its potential as well as its limitations is crucial.
The company registry is available to access for free online via the government website (www.gov.uk/get-information-about-a-company).
There is an enormous range of documents that can be found in the filing history for any given company and knowing which documents need to be obtained in order to locate the information required for the task at hand is a crucial part of the expertise that both lawyers and researchers will need. The filing requirements and when / why / how they should be filed are set out in the Companies Act 2006. Two key document filings that all companies must make each year are:
• Confirmation Statement – Form CS01 – From 30 June 2016, the requirement to file a Confirmation Statement replaced the Annual Return. It must be filed with the Registrar of Companies within 14 days of the end of each 12-month review period and applies to every company, private and public. The company must confirm in the Confirmation Statement that all the information required to be notified to the Registrar for the period has already been delivered during the year or is being delivered with the Confirmation Statement itself.
• Annual accounts – Form AA – All companies must keep accounting records even if they are not actively trading. Failure to keep adequate accounting records is a criminal offence, and if a company fails to do this then every company officer becomes liable.
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. Examples are:
• 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. This inability to correct documents has been a source of frustration but, as alluded to above, the ECCT Act will introduce new powers for the Registrar at Companies House to require verification of information, in certain circumstances.
In England and Wales we are fortunate to have access to such a wide variety of data about each registered company. For many other jurisdictions there can be a dearth of information. For example, trying to research a private company incorporated in the USA can be very difficult, and trying to ‘pierce the corporate veil’ of a private company based in an offshore jurisdiction can be nigh on impossible.
PUBLIC COMPANY INFORMATION SOURCES
When it comes to public companies, there is often a lot more information available in the public domain compared to private companies, if you know where to look.
Our research team frequently scours prospectuses and offering circulars to locate information about a company that can otherwise be difficult to find, such as the group structure, company officers, assets and financial data, which can be fundamental sources for identifying ownership of subsidiary companies. These documents may also include information about litigation that the company has become involved in, risk factors affecting the sector the company is working within, and the future strategy plans of the company and where they intend to invest funds. This can be extremely useful intelligence to research and pass on to our business development team and corporate lawyers, enabling them to review the work they may already be doing for that client and perhaps win a new work stream. The resources in Figure 2 can be used to locate prospectuses, offering circulars and regulatory announcements disseminated by issuers via the Primary Information Providers (PIP).
Figure 2: Sources for public company information
Lastly, in relation to public companies, many corporate deals pivot on the value of a company, so sources for share prices are vital. These resources are used frequently by corporate lawyers and researchers alike:
• London Stock Exchange (www.londonstockexchange.com/)
• Financial Times (subscription may be required) (https://markets.ft.com/data)
• Big Charts (https://bigcharts.marketwatch.com/)
• Yahoo Finance (https://finance.yahoo.com/)
• Bloomberg (www.bloomberg.com/markets)
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 may otherwise have to be purchased 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.
THE COMMERCIAL MINDSET
Increasingly our clients expect that the lawyers they work with will understand not just their legal problems, but also the trends and challenges that arise in business within their industry. Our corporate lawyers therefore should be aware not only of the legal resources and the legal developments that are on the horizon, but also the bigger picture of the macro-economic forces which push and pull on the businesses of the clients they are advising.
ESG issues in particular have highlighted how and why outside influences can impact on entrepreneurs, start-up companies and blue-chip companies alike. In the research team we encourage our junior corporate lawyers to read a quality newspaper at least once a week so they are exposed to wider economic themes and trends across the globe. And we encourage all lawyers to subscribe to email press alerts, provided by the research team, so that they can track their key clients’ business, while we also provide access to industry-specific journals for sectors like sports, technology and retail to help lawyers keep abreast of industry issues.
CONCLUSION
The corporate team within a law firm is often a key practice group, working as it does with many different types of clients as well as many of the other internal practices within the firm. There are many opportunities for our research team to support our corporate lawyers and ensure that they have access to both legal information as well as general business and company information.
