By Clive Garston, corporate partner at national law firm Halliwells

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It is important that an AIM company choose its advisers well. This month, for Aimzine readers, Clive Garston explains the role of the company’s lawyers

When planning for an IPO, a company’s choice of Law firm is vital to the success of its offering, as it is essential that the law firm has relevant experience. It will have a wide variety of roles some of the more important of which are to:

• Consider and appreciate the rationale for the IPO and for choosing AIM

• Be aware of the role of the other advisers including the reporting accountants and Nominated Adviser  

• Know the basic conditions for listing under the AIM Rules including the content requirements of the Admission Document and the need for a Prospectus  

• Understand the listing application process 

• Make the directors aware of their duties and responsibilities and warn them of the pitfalls 

• Appreciate the continuing obligations of an AIM-listed company, including the main corporate governance guidelines that apply  

• Take responsibility for all legal documents and processes 

• Advise on any necessary pre IPO reorganisation

Furthermore, following flotation, a law firm will continue to advise listed companies on compliance matters and all applicable laws, exchange rules and regulations. In addition, they will be available to advise on all legal matters such as potential acquisitions and any take over approaches.

The rules and regulations, which apply to all AIM companies, are designed to strike a balance between providing a flexible growth environment and providing a level of regulatory control to ensure the integrity of the market. As such, it is essential that a law firm possesses deep sector expertise.

Yet sector expertise is not all there is to it and, following an IPO, the ability to see deals from both sides of the fence is also invaluable. One of the benefits I have found from acting both as an advisor and having been on the boards of various AIM companies is that you know when, and when not, to bother clients – you understand what is needed to get the job done. As an adviser, it is important to understand the deal and what the client is trying to achieve. It is only by understanding a client’s needs that a law firm can provide a superlative service.

For a truly successful relationship between lawyer and client, it is important that the law firm not just provide the legal documents but that it is involved from the earliest stages of a transaction, including making introductions to other advisors such as nomads and brokers, if required. We want to be seen as a trusted adviser that adds value to our client’s business and assists them in achieving their ambitions. Lawyers can lead in the corporate world rather than just respond - they can be initiaters rather than mere scribes. More and more the lawyer’s role is being recognised as being part of the corporate leadership.

It is important that, post listing, a law firm’s desire to be an ongoing advisor means not necessarily charging for every second on the clock. We only charge for significant pieces of work and not for every phone call – but our commitment is holistic: we aim to guide clients and aid the growth of their company.

With growth in mind, it is worth noting that M&A is often one of the big stumbling blocks for a company on the rise. So it is invaluable to be advised by someone who has the ability to call on multiple resources. With the backing of a full service law firm, that has good overseas contacts, a client will have the best chance of overcoming any legal pitfalls and potential obstacles.

A law firm should be able to assist a client to win their major battles, and to know when to walk away from their smaller ones. The legal documents they provide must be top-class, but more importantly, the law firm must be able to act as a holistic business adviser to help the client reach their goals. 

Clive Garston, corporate partner at

national law firm Halliwellls

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Written by Clive Garston

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