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Other Transactions | Across the board advice Other transactions requiring the corporate finance advice which Corbett Keeling provides include the following: Acquisitions, including contested takeovers and recommended bids Great care needs to be taken in finding, assessing, negotiating and completing acquisitions. Corbett Keeling helps clients in all of these steps. With its wide range of access to sources of funds, it is also able to arrange acquisition finance on behalf of its clients. Where a target company falls under the regulation of the City Code on Takeovers and Mergers – broadly where it is a public limited company or has issued a prospectus in the preceding ten years – Corbett Keeling deals, on behalf of its clients, with the Panel on Takeovers and Mergers, which issues the Code, and steers its clients through the steps that need to be taken on the way to making a bid. Other situations governed by the City Code on Takeovers and Mergers (‘the Code’) The Code is designed principally to ensure fair treatment of all shareholders in relation to takeovers, but also applies in certain situations where a takeover is not intended or does not happen. For example, if a shareholder or group of shareholders increases its stake in a company to more than 30%, it may need a ‘whitewash’ under the Code in order to avoid being compelled to bid for the company. Corbett Keeling advises its clients and prepares the documentation required by the Panel on Takeovers and Mergers in these situations. Making investments Where a business is making an investment in a new project, it will need to evaluate the risks and rewards of that investment. If the proposal involves material expenditure, a formal board paper and associated approvals may be required. Corbett Keeling assists in this process and helps ensure that a rigorous approach is taken to evaluating the opportunity. Protecting or improving the position of particular stakeholders – whether equity or debt Companies may have multiple forms of capital, including different classes of ordinary shares, preference shares, options, warrants, mezzanine funding and senior debt. In some cases, management teams or other stakeholders may have special rights through ratchet and similar mechanisms. There will be times when the interests of the holders of each class of capital are not aligned. In this case, Corbett Keeling represents the members of one particular class ensuring the best possible result for them is achieved. Equity and debt restructurings Companies sometimes need to restructure their capital because trading is not going as well as planned – in which case they may ask debt providers to convert their loans to equity. Alternatively, if trading is going well, they may seek to re-finance expensive equity funding by raising cheaper debt to repay part or all of the equity. Corbett Keeling has in-depth knowledge of the requirements of debt and equity providers in these circumstances and guides its clients through restructurings, making introductions to sources of funding as appropriate. Valuations Valuations may be required for tax purposes, to settle an arbitration or simply to enable the owners of a business to decide what strategic direction to take – for example whether or not to commence a sale process. Corbett Keeling's principle activities, whether buying, selling or raising money almost always involve forming a practical view on valuation. The firm is therefore very well placed to provide valuation advice as and when needed by its clients. Expert witness work Corbett Keeling's expertise in its chosen field within corporate finance is such that members of the firm have been called to act as expert witness in cases relating to these activities. As the members of the team are all highly experienced – with a minimum of 20 years each in business – they are particularly well placed to carry out this role. Sector specialisations In many transactions, Corbett Keeling’s corporate finance skills can be applied equally effectively, regardless of whether or not it has in-depth knowledge of the industrial or service sector in which its client operates. However, its directors and associates have experience of working in all major sectors and, where appropriate, the firm includes sector specialists – drawn from within or outside Corbett Keeling – in its advisory teams. Sectors covered by its own associates incude the following:
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