I walk into the office and my first stop is the staff restaurant for some breakfast. I then head upstairs to check if I've received any emails or phone messages overnight.
My supervisor tells me that one of our FTSE 100 clients has called him this morning. The client is planning to hold its Annual General Meeting (AGM) in the next couple of months and has asked us to help with the drafting of the public documentation in relation to it.
My supervisor asks me to do some research on a requirement introduced by the new UK Corporate Governance Code which requires all companies to which the Code applies to put all their directors up for re-election every year. The client is interested to see how other FTSE 100 companies have adopted this requirement into their AGM documentation. My supervisor therefore asks me to locate some recently published AGM notices and to produce a table outlining how each of these companies has dealt with this new requirement in their AGM documentation. I am excited about this piece of research as I know that it will have an impact on how our client structures and conducts its AGM, an important event in the calendar of any plc.
He also forwards me an email from another major corporate client. This client is in the midst of a group reorganisation. As part of the reorganisation, one of the public companies in the group needs to create distributable reserves in order to pay a dividend to its parent company. It intends to do this by reducing its share capital by way of a procedure introduced by the Companies Act 2006 which is only available to private companies. The company therefore needs to re-register as a private company.
My supervisor asks me to prepare the shareholder resolutions, board meeting minutes and Companies House forms needed to effect the re-registration. I am aware that this documentation needs to be ready by the end of the day in order for the re-registration to take place this week, and to get the ball rolling for the subsequent steps of the client's reorganisation. I'm looking forward to the prospect of being responsible for what is a crucial part of the reorganisation process, and so I get started on the work immediately.
I have located some useful in-house precedents of shareholder resolutions and board meeting minutes used in connection with the re-registration of companies. I have also read through my notes from an in-house training session I attended on the topic. I'm therefore now ready to start preparing the documents. This is a great opportunity for me to practice my drafting skills, and is a far stretch from the �boring” work many people think trainees are given!
An email pops up on my screen - a group of my fellow trainees are thinking about getting some lunch. The weather is warm today and so someone suggests we head for the outside area of the staff restaurant. I go downstairs and we all have our lunch while talking about everything from weekend plans to the prospect of Chelsea snatching a Premier League victory from Man Utd! After some conversation and laughter, I return to my desk.
I continue drafting the re-registration documents. I realise that I need to know the new name under which the company is to be registered, and whether any changes are going to be made to the company's articles of association. I call the client and get all the information I need to finish drafting my documents.
I complete the re-registration documents and print out copies for my supervisor to review.
Then an associate in the Corporate group asks for my help with some discrepancies arising in a company's share capital statements; this work is in connection with a proposed acquisition. We decide that I should investigate the matter and then provide some feedback on what I think. The issues here are serious, and my findings will affect the course of the transaction.
There are a lot of documents to go through, so I begin taking the first box of documents apart and work my way through them carefully.
My supervisor tells me that he has reviewed my re-registration documents and has a few suggested amendments. We discuss them, and I make the necessary changes. Then I email the client with the documents, and I also explain that they need to be signed in a particular order.
I find the most recent AGM Notices of other FTSE 100 companies and produce a table outlining how each of these companies has dealt with the new director requirement in their AGM documentation. It's just the start of the AGM �season” and so there is just a handful of companies that have held their AGMs. This means that my table is short, but it's comprehensive enough to give the client the information they need to make a decision about how to adopt the new annual re-election requirement of the Code.
My table is complete and ready to be reviewed by my supervisor. I then ask him for recommendations for good restaurants near the office as I am meeting some friends from university later on for dinner. After a quick internet search, he suggests a great Thai restaurant just a few minutes' walk from the office. I ask him if there is anything else he would like my help on before I leave, but he says he's happy for me to call it a day.
I prepare a to-do list and leave it on my desk ready for the following morning. I then head off to indulge in what turns out to be a gastronomically delightful evening!
Craig O'Callaghan speaks to a trainee lawyer at Slaughter and May about her secondment in...