Financing Through Ecm – Study Guide – Linat21
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Financing Through Ecm
Financing through ECMExam : qcm (ou questions?) juste sur les infos dans les slides ! ( rien de ce que di ten plus à l’oral) + case study ( définir si IPO ou Private placement ? Cf infos dans slides pour savoir) Complex regulatory environment :AMF : regulate the organisation of the markets….Has the power to impose rules to issuers / and sanction Euronext: issue and impose regulations in FranceDirectives: needs local texts to be implementedRegulations: do not need it .➔ 3 texts to remember: Directive prospectus: set force the legal framework when going to the market ( to be given to issuers)European regulation of Market Abuse ( deals with insider dealing e.g)Finally, it’s not written but you should follow the market practices ( whats the market is expecting and whats the markets wants to look at)IssuersIn France, 2 types of companies: Commercial ( the liability of shareholders is limited to their contribution to the K) and Civil companiesAmong commercial, only SCA or SA can go the markets ( SARL can not! Because too small)I will create an SCA : when manager want to keep control of the company while having a limited stake in the companySAS: can’t list its shares on the marketWhy do they want public ? Why to list securities on market?1st reason: find a way of finaning, sometimes cheaper on the market . E.G To finance an acquisition ( ex recently of Amundi)2nd reason: they are seeking publicity ( by going to the market you become public and known by  investors….) which help raising your statutWhen a company become a public company, it is submitted to important regulation, essentially periodic regulation: each quarter has to publish its results and permanent publication obligation ( if change (?)) because investors should know all the important events that can affect the issuer and consequently the price of their securities that are holding
Other parties involved in the transaction: management and employeesWhen start a transaction there will be a large involvement of these parties in the transaction . e.g they have to collect the information related to the company in order to produce at the end the prospectus where find the description of the company. They spend a lot of time on it . ( to convince investors to invest…) As soon as they provide  an information, they are personally liable on this info ! ( investors can sue you if discover that you difnt tell them everything on the company). Shareholders: Main activity for them : cf 1ere phraseSpend lot of time owith management, banks ect….on how value the company, how structure well the company to achieve good value Financial institutions ( involved in the transaction , e.g banks ) Their most important role : is to seek investors they place security with investors) and if not able to find investors they underwrite the offering ( they commit to themselves purchase the share if don’t find investors ) Most importnat risk: reputation risk ( when for example work with catastrophic issuer , can affect the followings ) Banks can act as : book runners ( open book and receive …) leadmanager ( don’t have effective role on placement, just put their names to receive fees) and (?)Market authoritiesAMF: to list shares, can go there  Euronext and Clearstream: in EuropeClearing house: where deliver the shares and receive the price Investors1 very important category of investors !! Qualified investors: important cause have legal impact on how carry out the documentationDef: persons having the necessary ….These Invetsors have knowledge and experience on whether a security wll expose them on risks ect …to the extend that these invetsors already have competency to asses the risk, thy need less protection than the others ( they need to receive less documentation, need to be less informed).
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By: Linat21
Submitted: October 26, 2017
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