Corporate Transaction Governance | Frequently Asked Questions

What is corporate governance support in the context of an IPO?

Corporate governance support for an IPO goes beyond compliance. It covers board composition, committee structures, articles of association review, governance frameworks and a corporate records health check -- all designed to ensure a company is credibly and sustainably governed before it reaches the public markets, not just technically compliant with listing rules.

When should a company start working with a governance adviser ahead of an IPO?

As early as possible. Starting governance preparation late in the IPO process is one of the most common and costly mistakes companies make. Addressing board composition, governance frameworks and corporate records well ahead of the transaction avoids last-minute issues that can create negative noise at exactly the wrong moment.

What is the difference between a governance adviser and other IPO advisers?

Most IPO advisers -- investment banks, lawyers, brokers -- focus on the mechanics of the transaction. A governance adviser focuses on the company itself: how it is structured, how the board operates and whether the governance story will withstand scrutiny from investors, regulators and the market. Law Debenture, for example, is explicitly not part of the deal machinery.

What does director training cover in preparation for an IPO?

Director training typically covers directors' duties, conflicts of interest, listing rules, disclosure obligations, market abuse regulations and diversity requirements. Directors moving from private to listed company environments often underestimate how significantly their obligations change upon admission.

What governance support is available during a scheme of arrangement?

Governance support during a scheme of arrangement includes advising on the governance requirements specific to the transaction, ensuring the board is fully briefed on its obligations throughout the process, and providing company secretarial support during what is often a complex and time-pressured transaction.

Can a company access governance support on an ongoing basis after an IPO?

Yes! Post-IPO governance support can include us acting as your named company secretary, fulfilling all of the functions this entails. We can also support your in-house team by providing additional company secretarial resourcing, external board and committee performance evaluations, and support responding to shareholder activism. Good governance is an ongoing relationship, not a one-off transaction exercise. 

What is an external board performance evaluation and when is it required?

An external board performance evaluation is an independent review of how well a board and its committees are functioning. The UK Corporate Governance Code recommends that FTSE 350 companies conduct an externally facilitated board evaluation at least every three years. Companies outside the FTSE 350 often choose to undertake an external valuation as a matter of best practice, or after a specific event, such as a restructuring or significant board changes. It can also be a valuable tool for companies preparing for IPO who want to demonstrate governance maturity.

What governance records should a company review before undertaking a corporate transaction?

Companies should conduct a corporate records health check covering statutory registers, board and shareholder minutes, articles of association, delegation of authority frameworks, and any historic governance decisions that could affect the transaction. Gaps or inconsistencies in records can cause significant delays if discovered during due diligence.

Is Law Debenture regulated to provide governance and company secretarial services?

Law Debenture is a FTSE-listed, fully independent professional services firm established in 1889. Its Corporate Secretarial Services team is made up of experienced fully qualified company secretaries who can provide governance advice, company secretarial support and technical governance expertise to listed and pre-IPO companies across the UK, supported by trainee company secretaries.

How do I contact Law Debenture's Corporate Secretarial Services team?

Visit our Corporate Transactions Solutions webpage. Or contact the team, led by Ben Turner (Managing Director) and Patrick Davis (Director), supported by Charlotte Locke (Associate Director) and Georgina Gearing-Bell (Senior Manager).