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Advanced Negotiation Issues in M&ADate:
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Course Overview
The specialist in highly technical, market-driven banking and
corporate finance training
Regulation & Compliance Courses
All courses can be presented In-House or via Live Webinar
web: redliffetraining.co.uk email:
[email protected] phone: +44 (0)20 7387 4484
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Course Content
Advanced Negotiation Issues in M&ADate:
Location: London Standard Price: £*** + VATMembership Price:
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Course Overview
Brochure Content
PUBLIC COURSES
• Introduction to the FCA Listing, Disclosure and Transparency
and Prospectus Rules
• Advanced FCA Listing Rules: Latest Updates from DTRs•
Introduction to The Takeover Code• Advanced Takeover Code• Listing
Rules and Takeover Code Fundamentals• Market Abuse Regulation -
Update• IFRS - The Latest Updates• Anti Money Laundering -
Financial Crime Compliance• The UK Financial Services Regulation
and Compliance
Training Course• Financial Promotions• Complaints Handling•
Cybercrime: An overview for Non-FinTech Managers• Advanced
Blockchain and Digital Currency Technology• Latest Basel IV
Regulatory Requirements • World Trade Organisation: Law and Policy
Fundamentals• The New UK Corporate Governance Code 2019• Trade
Based Money Laundering (TBML) & Sanctions
Compliance• Market Abuse Workshop for Funds• Senior Managers and
Certification Regime (SMCR)
Workshop for Funds• MiFID II Workshop for Funds• MiFID II
Product Governance• The Roles and Responsibilities of the Money
Laundering
Reporting Officer
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• Takeovers – Case Studies on Recent Big Strategies & Their
Rules
Brochure Content
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Course Content
Advanced Negotiation Issues in M&ADate:
Location: London Standard Price: £*** + VATMembership Price:
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Course Overview
Brochure Content
IN-HOUSE COURSES• The Latest Basel III Regulatory Requirements•
Training & Competence Obligations• AML & KYC: The Crime
Prevention Compliance Course• Bank Business Card• Banker’s
Challenges in Electronic Banking, Management
Perspective• Basel II, IV & Risk Management• Cybercrime and
Financial Services• Cybercrime: An Overview for Non-FinTech
Managers• Financial Accounting and Reporting: A 3 Day
Introductory
Course• Hedge Accounting Training under IFRS• Financial Crime
Prevention Compliance • IFRS Accounting Training for Investments•
IFRS Accounting for Real Estate• Know Your Customer• Persons of
Significant Control Registers: What Charities
Need to Know • Persons of Significant Control Registers: What
Private
Equity Funds Need to Know• Treating Customers Fairly• Senior
Managers & Certification Regime and Its Impact on
Training & Competence Obligations• Company Secretary: 2017
Update• Corporate Governance - Issues, Updates & Developments•
Fraud & Financial Services• The Roles and Responsibilities of
the Money Laundering
Reporting Officer• AML investigations• The AIM Game• Persons of
Significant Control Registers• FATCA: The Important Provisions
& Practical Compliance• Competition Law• Financial Crime
Compliance Including Counter Terrorism• Life Cycle of a
Security
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Course Content
Advanced Negotiation Issues in M&ADate:
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Course Overview
Brochure Content
IN-HOUSE COURSES• Selling Derivative Solutions• Secondary Equity
Offerings• Risk & Capital Management Under Basel III and IFRS
9• Securitisation & Structured Products: Upcoming
Regulatory
Changes
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Corporate Membership Scheme
Our Corporate Membership Schemes are not valid on any courses
held on an in-house basis and are in line with our standard Terms
& Conditions
If you would like to enquire about one of our Corporate
Membership Schemes then please call or email us for more
information.
Email: [email protected] Tel: +44 (0) 20 7387 4484
Our Corporate Membership Scheme gives clients the benefit of
discounted course places with absolutely no
restrictions.
Clients pay an annual subscription fee of £595 + VAT to receive
20% discount on all public course and conference
bookings irrespective of the numbers booked.
You Corporate Membership Scheme can be used once payment is
received and will be valid for one year.
web: redliffetraining.com email:
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Course Content
Introduction To The FCA Listing, Disclosure And Transparency And
Prospectus RulesDate: 11 Oct 2018
Location: London Standard Price: £600 + VAT Membership Price:
£480 + VAT
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Course Overview
Participants will learn about the general principles which
underpin the Prospectus Rules, Listing Rules and Disclosure and
Transparency Rules and be taught about their practical application
regarding obtaining listings and executing further
transactions.
They will gain a strong understanding of the role of the
sponsor, the conditions and methods of listing, the listing
procedures and the contents of prospectuses and all aspects of
continuing obligations, including the disclosure of inside
information.
They will appreciate how the provisions of the EU Prospectus,
Market Abuse and Transparency Directives have been brought into UK
regulation and examine the different requirements of premium and
standard listings compared to those of AIM.
In addition to comprehensive slides, the course documentation
includes detailed notes on the rules, summaries of FCA/FSA
enforcement cases for breaches of the rules, and extracts from the
different types of prospectus and circular covered in the
course.
Background to the regulation ■ The EU Prospectus Directive,
Market Abuse
Directive and Transparency Directive ■ How the regulators
operate ■ Standard and premium listings ■ Recent problems with
controlling sharehold-
ers: Bumi and ENRC
Listing Rules ■ Listing principles ■ General requirements for
listing ■ Requirements for a premium listing
• Three year track record• 75% of business• Independence•
Requirements for companies with con-
trolling shareholder• Special types of issuer
■ Types of flotation ■ Listing application ■ Suspension,
cancellation and restoration of
a listing ■ Reverse takeovers ■ Sponsors
• Role and responsibility• Criteria for approval
■ Continuing obligations• Continuing eligibility requirements•
Pre-emption rights• Transactions after flotation• Model Code•
Documents requiring prior approval
■ Significant transactions• The class tests• Possible adjustment
to/disregarding of
profits test
• Break fee rules ■ Related party transactions ■ Share
buy-backs
The Disclosure and Transparency Rules ■ Principal concepts ■
Effect of Market Abuse Regulation (MAR) on
Disclosure Rules ■ Disclosure and control of inside information
by
issuers• What constitutes inside information?• Is an immediate
announcement necessary?• Selective disclosure• Market rumours
■ Disclosure of PDMR dealings ■ Annual reports and interim
reports ■ Disclosure of shareholdings
• Thresholds• Timing
■ Access to information ■ Corporate governance
Prospectus Rules ■ Requirement to produce a prospectus ■
Exemptions ■ Contents of a prospectus
• Example of rights issue prospectus• Omissions• Incorporation
by reference• Historical financial information • Forecasts and pro
formas
■ Approval and publication of a prospectus ■ Advertisements ■
Supplementary prospectuses ■ Passporting and third country issuers
■ Responsibility for prospectus
Key regulation differences with AIM ■ Comparison of premium and
standard listings
and AIM
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Course Content
Advanced FCA Listing Rules: Latest Updates with DTRsDate: 07
June 2018, 28 Nov 2018
Location: London Standard Price: £695 + VAT Membership Price:
£556 + VAT
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Course Overview
On 1 January 2018 a number of updates have been made to the
Official List Listing Rules to improve and clarify the rules on the
eligibility for a Premium Listing, the classification of
significant transactions and reverse takeovers. This course
examines these changes and covers other significant updates to the
Listing Rules and Technical Notes in the last few years, including
shareholder protection and sponsor competence.
The course also covers the Market Abuse Regulation, which became
applicable to all quoted companies in the UK in 2016 and is
expected to remain, in spite of Brexit, until at least 2019 and
probably longer. The requirements of the new MAR and the changes
this has brought to the UK market abuse regime are examined.
In addition to comprehensive slides, the course documentation
includes exercises illustrating the points in the Technical
Notes.
2018 changes ■ Clarification of Premium Listing eligibility
• New holding companies• Historic information on 75% of
business• Independence requirements • New Technical Note guidance•
Other changes
■ Concessionary routes to listing • New route for property
companies• Updates to other routes
■ The Class Tests• Disregarding profits test• Adjustment to
profits
■ Suspension of listing for reverse takeovers• Removal of
rebuttable presumption• Shell companies• Contacts with FCA
Market Abuse Regulation ■ The new MAR regime
• Replacement of Market Abuse Directive• FCA’s approach to
MAR
■ Prohibition of market abuse and market manipulation•
Definition of inside information• Insider dealing• Unlawful
disclosure
■ Disclosure of inside information• Conditions for delaying
disclosure• ESMA guidelines on legitimate interests• Notification
of delays in disclosure
■ Safe harbours from market abuse ■ New requirements for insider
lists ■ Changes in director/PDMR disclosures
• Information required• Closed period restrictions and
excep-
tions
FCA’s rules to strengthen shareholder protection ■ Background to
new rules
• Issues arising from Bumi, ENRC and
other controlled companies ■ Controlling shareholders targeted
by new
rules ■ Mandatory relationship agreements ■ Enhanced voting
rights of minority share-
holders ■ Provisions affecting all companies
• Independent business and guidance• Annual report disclosures•
Smaller related party transactions• Changes to Listing Principles•
Notifications for breach of ongoing eligi-
bility criteria
Other Listing Rule and guidance issues ■ Sponsors
• Sponsor competence rules• Broadening of “sponsor services”•
Smaller related party guidance• Greater responsibility to provide
infor-
mation to FCA• On-going identification of conflicts• Guidance on
procedures and resourcing
■ Transactions• Other class tests changes and guidance• When
supplementary circulars are re-
quired• Updates to circular rules and guidance• Guidance on
hostile takeovers and work-
ing capital
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Course Content
Introduction to the Takeover CodeDate: 12 Oct 2018
Location: London Standard Price: £600 + VATMembership Price:
£480 + VAT
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Course Overview
On this introduction to the Takeover Code course, participants
will learn about how the Takeover Panel and the Takeover Code
operate. The course will examine the circumstances when the
Takeover Code is applicable, the relevance of the key principles
and rules of the Takeover Code and their application in
practice.
The course will cover the issues involved in approaching target
companies, making announcements, giving independent advice and
complying with share dealing restrictions. Participants will also
gain a strong understanding of voluntary, mandatory and partial
offers and the conduct of the parties during an offer period. The
course concludes by looking at the timetable for a bid executed by
contractual offer or by scheme of arrangement.
In addition to comprehensive slides, the course documentation
includes detailed notes on the rules and the current annual report
of the Takeover Panel.
Introduction to the Takeover Code ■ How the Takeover Panel
operates ■ Companies, transactions and persons subject
to the Code ■ Enforcement of the Code
The Six General Principles and their application
Key Code definitions
The approach, announcements and independent advice (Rules 1-3) ■
Secrecy ■ When announcements are required ■ Announcements of
possible offers and nam-
ing ■ Terms and pre-conditions in possible offers ■ Automatic 28
day PUSU ■ Firm offer announcements (Rule 2.7) ■ Consequences of
statement of intention not
to make offer ■ Irrevocable commitments ■ Independent advice
Dealing restrictions, disclosures and share purchases ■
Prohibited dealings ( Rule 4) ■ Consideration to be offered (Rules
6 and 11) ■ Consequences of certain dealings (Rule 7) ■ Disclosure
requirements in offer period
(Rules 8 and 38) ■ Timing restrictions on acquisition of
shares
and exceptions (Rule 5)
Mandatory offers (Rule 9) ■ When required ■ Conditions which are
possible ■ Price payable ■ Whitewash procedure ■ Purchase of own
shares (Rule 37)
Voluntary offers ■ The acceptance condition (Rule 10) ■ The CMA
and the European Commission
(Rule 12) ■ Pre-conditions and conditions in firm offers
(Rule 13) ■ Partial offer requirements (Rule 36)
Provisions applicable to all offers ■ Multiple classes of share
capital (Rule 14) ■ Convertibles and warrants (Rule 15) ■ Special
deals with favourable conditions (Rule
16) ■ Announcement of acceptance levels (Rule 17) ■ Restrictions
following offers and partial offers
(Rule 35)
Conduct during the offer ■ Standards of care for Information
(Rule 19) ■ Responsibility for information ■ Unacceptable
statements ■ Post-offer undertakings and statements of
intention ■ Equality of information (Rule 20) ■ Restrictions on
frustrating action (Rule 21)
Documents ■ Overview of document rules (Rules 23 to
27) ■ Distribution of documents and checklists
(Rule 30)
Profit forecasts, QFBS and asset valuations (Rules 28 and 29) ■
Different types of profit forecast ■ Reporting requirements ■
Disclosures for Quantified Financial Benefit
Statements ■ Consensus forecasts ■ Asset valuation reporting
requirements
Outline timetables (Rules 31 to 34 and Appendix 7) ■ Contractual
offers ■ Schemes of arrangements
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Course Content
Advanced Takeover CodeDate: 8 Nov 2018
Location: London Standard Price: £695 + VAT Membership Price:
£556 + VAT
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Course Overview
This course covers key rules in the Takeover Code regulating
takeovers and the bid strategies and tactics that are used in the
current marketplace.
The tactical advantage that possible bidders have had in
takeovers has changed since the Code Review and the course examines
the numerous effects this has had on bidder and target
strategies.
Participants will learn how takeovers are conducted from the
initial stages to the completion or lapsing of the bid and will
gain an understanding of which strategies and tactics have and
which have not worked, with examples from many recent deals.
The Takeover Code: Conduct of Offer ■ The UK takeover framework
■ Legal, UKLA and Code provisions
Key rules for the conduct of public bids ■ Announcements
• When possible/firm offer announcements are required
• Advisers’ responsibilities for announce-ments
• What is an untoward share price move-ment?
• Disclosures following announcements• Naming and Put Up or Shut
Up• Contents of firm offer
■ Conditions/pre-conditions• When can they be subjective?• When
can they be invoked?• What pre-conditions are possible in firm
offer announcements? ■ Minimum consideration following
market
purchases ■ Restrictions
• No special deals • Management incentivisation in PTPs•
Frustrating actions and exceptions
■ Squeeze out requirements ■ Overview of recent changes to rules
■ Types of takeover
• Offer statistics• Contractual offer timetable• How hostile
offers are played out• Timetables in competitive situations•
Development of Schemes of Arrangement• The rules for Schemes and
timetable• Mandatory offer and whitewash require-
ments and uses• Partial and tender offers – rules and
when they are useful
Public Takeovers: Strategies and Tactics ■ Changes in
marketplace which have affected
takeoversBidder Strategies and Tactics ■ Buying share stakes in
Target
• Advantages of buying share stakes before and during bid
• Risks of buying stakes• Restrictions on stake-buying and
regulatory
requirements • Methods of acquiring stakes• Is it worth holding
a large minority stake?
■ Irrevocable undertakings• Advantages of holding irrevocables•
Attitude of shareholders• Hard and soft irrevocables• Non-binding
letters of intent
■ Impact of Code changes• Return to traditional bid approach•
Effect of 28 day PUSU and naming• Work which needs to be done
before ap-
proach• Friendly negotiations or hostile offer?• Possible offers
and bear hugs
■ Timing considerations of firm offer announce-ments and bid •
Issues if US shareholders are present
■ Structure: Scheme of Arrangements or Offer• Advantages and
disadvantages compared to
contractual offer• Examples of Schemes/offers meeting share-
holder opposition• Examples of Schemes in competitive situa-
tions ■ Cash or share offer?
• Advantages/disadvantages of cash and shares
• Different mixes of consideration• Cash alternative structures•
Other financing structures• Means of using foreign shares
■ Care with statements
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Advanced Takeover CodeContinued
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Course Content
• Price and other future actions• Post-offer undertakings
■ Concluding the offer• When to increase offer• Are no increase
/ no extension state-
ments useful?
Target Strategies and Tactics ■ Basic arguments for defence ■
Directors and advisers’ responsibilities
in accepting/rejecting an offer ■ Measures before a bid
• Keeping close to market• Identification of stakes• Position of
pension fund
■ Negotiate, open books or make possible offer announcement?•
Effects of a possible offer announcement
and timing• Advantages of an auction• When should Target refuse
to talk?• When to open up books?
■ Forecasts and undertakings• Profit/dividend forecasts•
Restructuring and valuations• Share buy-backs and special
dividends• What works best?
■ Pleadings ■ Anti-trust ■ White knight/squire ■ Bolster the
board ■ “Get them before they get you”
Both Sides’ Strategies and Tactics ■ Conflicts of interest ■
Examining documents/statements ■ Financial and managerial arguments
■ Direct approach to shareholders/analysts
WHAT OUR CLIENTS ARE SAYING ABOUT THE COURSE:
“The trainer had a good knowledge of the code
& how the various takeovers have been implemented”
“The best aspect of the course has been the chance of having an
experienced
professional as a trainer.”
“Good first-hand experience, practical real life examples &
updates
of recent rules”
“The trainer had years of experience giving excellent overview
of the code”
“Lead by an experienced market practitioner. Very interesting to
hear deal experience of other
participants too”
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■Course Content
Listing Rules & Takeover Code FundamentalsDate: 11-12 Oct
2018
Location: London Standard Price: £1,100 + VATMembership Price:
£880 + VAT
BOOK NOW
Course Overview
On day one participants will learn about the general principles
which underpin the Prospectus Rules, Listing Rules and Disclosure
and Transparency Rules and be taught about their practical
application regarding obtaining listings and executing further
transactions.
They will gain a strong understanding of the role of the
sponsor, the conditions and methods of listing, the listing
procedures and the contents of prospectuses and all aspects of
continuing obligations, including the disclosure of inside
information.
They will appreciate how the provisions of the EU Prospectus,
Market Abuse and Transparency Directives have been brought into UK
regulation and examine the different requirements of premium and
standard listings compared to those of AIM.
On day two participants will learn about how the Takeover Panel
operates in practice and how to apply the six general
principles.
The course will cover the issues involved in approaching target
companies, making announcements, giving independent advice and
complying with share dealing restrictions. Participants will also
gain a strong understanding of voluntary, mandatory and partial
offers as well as the principles of the bid timetable and the
conduct of the parties during an offer period.
The course will examine the circumstances when the Takeover Code
is applicable, the relevance of the key rules of the Takeover Code,
the application of the Code in practice and the documentation
requirements of the Panel.
Day One
Background to the regulation ■ The EU Prospectus Directive,
Market Abuse
Directive and Transparency Directive ■ How the regulators
operate ■ Standard and premium listings ■ Recent problems with
controlling sharehold-
ers: Bumi and ENRC ■
Listing Rules ■ Listing principles ■ General requirements for
listing ■ Requirements for a premium listing
• Three year track record• 75% of business• Independence•
Requirements for companies with con-
trolling shareholder• Special types of issuer
■ Types of flotation ■ Listing application ■ Suspension,
cancellation and restoration of a
listing• Reverse takeovers
■ Sponsors• Role and responsibility• Criteria for approval
■ Continuing obligations• Continuing eligibility requirements•
Pre-emption rights• Transactions after flotation• Model Code•
Documents requiring prior approval
■ Significant transactions• The class tests• Break fee rules
■ Related party transactions ■ Share buy-backs
The Disclosure and Transparency Rules ■ Principal concepts ■
Effect of Market Abuse Regulation (MAR) on
Disclosure Rules ■ Disclosure and control of inside information
by
issuers• What constitutes inside information?• Is an immediate
announcement necessary?• Selective disclosure• Market rumours
■ Disclosure of PDMR dealings ■ Annual reports and interim
reports ■ Disclosure of shareholdings
• Thresholds• Timing
■ Access to information ■ Corporate governance
Prospectus Rules ■ Requirement to produce a prospectus ■
Exemptions ■ Contents of a prospectus
• Example of rights issue prospectus• Omissions• Incorporation
by reference• Historical financial information • Forecasts and pro
formas
■ Approval and publication of a prospectus ■ Advertisements
http://redcliffetraining.co.uk/training/corporate-finance-training-courses/listing-rules-and-takeover-code-course/
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Listing Rules & Takeover Code FundamentalsContinued
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Course Content
■ Supplementary prospectuses ■ Passporting and third country
issuers ■ Responsibility for prospectus
Key regulation differences with AIM ■ Comparison of premium and
standard list-
ings and AIM
Day Two:
Introduction to the Takeover Code ■ How the Takeover Panel
operates ■ Companies, transactions and persons sub-
ject to the Code ■ Enforcement of the Code
The Six General Principles and their appli-cation
Key Code definitions
The approach, announcements and inde-pendent advice (Rules 1-3)
■ Secrecy ■ When announcements are required ■ Announcements of
possible offers and nam-
ing ■ Terms and pre-conditions in possible offers ■ Automatic 28
day PUSU ■ Firm offer announcements (Rule 2.7) ■ Consequences of
statement of intention not
to make offer ■ Irrevocable commitments ■ Independent advice
Dealing restrictions, disclosures and share purchases ■
Prohibited dealings ( Rule 4) ■ Consideration to be offered (Rules
6 and 11) ■ Consequences of certain dealings (Rule 7) ■ Disclosure
requirements in offer period
(Rules 8 and 38) ■ Timing restrictions on acquisition of
shares
and exceptions (Rule 5)
Mandatory offers (Rule 9) ■ When required ■ Conditions which are
possible ■ Price payable ■ Whitewash procedure ■ Purchase of own
shares (Rule 37)
Voluntary offers ■ The acceptance condition (Rule 10) ■ The CMA
and the European Commission
(Rule 12)
■ Pre-conditions and conditions in firm offers (Rule 13)
■ Partial offer requirements (Rule 36)
Provisions applicable to all offers ■ Multiple classes of share
capital (Rule 14) ■ Convertibles and warrants (Rule 15) ■ Special
deals with favourable conditions (Rule
16) ■ Announcement of acceptance levels (Rule 17) ■ Restrictions
following offers and partial offers
(Rule 35) Conduct during the offer ■ Standards of care for
Information (Rule 19) ■ Responsibility for information ■
Unacceptable statements ■ Post-offer undertakings and statements
of
intention ■ Equality of information (Rule 20) ■ Restrictions on
frustrating action (Rule 21
Documents ■ Overview of document rules (Rules 23 to 27) ■
Distribution of documents and checklists (Rule
30)
Profit forecasts, QFBS and asset valuations (Rules 28 and 29) ■
Different types of profit forecast ■ Reporting requirements ■
Disclosures for Quantified Financial Benefit
Statements ■ Consensus forecasts ■ Asset valuation reporting
requirements
Outline timetables (Rules 31 to 34 and Ap-pendix 7) ■
Contractual offers ■ Schemes of arrangements
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Course Content
Market Abuse Regulation - UpdateDate: 06 Sep 2018
Location: London Standard Price: £395 + VAT Membership Price:
£346 + VAT
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Course Overview
The EU Market Abuse Regulation (MAR) became applicable in the UK
in July 2016 and will remain so at least until 2019 and probably
longer, in spite of Brexit. This regulation replaces the Market
Abuse Directive and the rules regarding inside information in DTR
2, the dealings of directors and other persons discharging
managerial responsibility in DTR 3, and the Model Code. The
regulation is also applicable for the first time to AIM
companies.
This course examines requirements of the new MAR, its technical
standards and its guidelines and the changes this has brought to
the UK market abuse regime and to rules for Official List and AIM
companies. In addition to comprehensive slides, course
documentation includes the forms required by the FCA and a copy of
the Market Abuse Regulation and Delegated Regulation.
The new MAR regime ■ Replacement of Market Abuse Directive ■ UK
law offences ■ EU Regulations, Standards and Guide-
lines and ESMA ■ FCA’s approach to MAR ■ Extended application
covering MTFs
such as AIM
Prohibition of insider dealing and market manipulation ■
Definition of inside information ■ Reasonable investor test ■ UK
interpretation ■ Insider dealing and unlawful disclosure ■
Broadening of market manipulation
Disclosure of inside information ■ Requirements for public
disclosure ■ Conditions for delaying disclosure ■ ESMA and FCA
guidelines on legitimate
interests ■ Notification to FCA of delays in disclo-
sure ■ Standard for delaying disclosure and
notification ■ DTR 2 and AIM Rule 11 and guidance
Safe harbours from market abuse ■ Market soundings standards and
ESMA
guidelines ■ Legitimate behaviour ■ Share buy-back programmes ■
Stabilisation
Insider lists ■ Responsibility ■ Technical Standard format with
additional
information ■ Requirements for AIM companies
Managers’ transactions ■ Changes in director/PDMR notifications
■ Annual thresholds ■ Technical Standard for disclosure format ■
Revised definition of closed periods ■ Exceptions from closed
period dealing
prohibition ■ DTR 3 guidance and deletion of Model
Code ■ AIM Rule 17 and 21 changes and guid-
ance ■ CLLS and Law Society Q&A and ICSA
Dealing Code
What Redcliffe’s clients are saying about the course;
“Helpful in highlighting both areas of change and issues of
uncertainty – very
detailed”
“Very good overview of MAR”
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Course Content
IFRS 9: The Latest UpdatesDate: 20 June 2018, 18 Oct 2018
Location: London Standard Price: £625 + VAT Membership Price:
£500 + VAT
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Course Overview
International Financial Reporting Standard 9 (“IFRS 9”) is the
accounting standard for financial instruments, which defines the
classification, measurements and impairment of financial
instruments. It is designed to make annual reports more meaningful
to investors as well as simplify how auditors implement the rules
and introduce safeguards to limit credit losses.
In July 2014, after several years of delay, the accounting
regulators published the final text of IFRS 9. This combines
revised versions of previously published sections with the first
publication of the final and most controversial impairment section.
IFRS 9 will become effective in 2018.
Through a mix of lecture and case studies, the workshop will
equip participants to achieve a detailed understanding of the
latest IFRS 9 standard, both for financial assets, liabilities and
derivatives, including: ■ The classification and measurement of
financial instruments; ■ The new impairment methodology based on
expected losses; ■ The fair value of financial liabilities and
deterioration of institutions’ own credit; ■ The different types of
hedge accounting and the recent IFRS changes.
Session 1 - Introduction ■ What is IFRS 9? How does it differ
from IAS
39? ■ What are financial assets and financial lia-
bilities? ■ IFRS 9 history and implementation over-
view
Session 2 – Financial Assets Classification & Measurement ■
Presentation of the three different catego-
ries• Amortised Costs;• Fair value through Profit & Loss
(FVTPL);• Fair value through Other Comprehensive
Income (FVTOCI) ■ Accounting treatment determined by (i)
business model (ii) nature of cash flows ■ Decision tree to
decide on classification of
financial instruments ■ Balance sheet and P&L calculation of
a bond
at amortized cost• Based on the Internal Rate of Return
(IRR) of future cash flows• Treatment of fees in the IRR
calculation
■ Balance sheet and P&L calculation of a bond at FVTPL and
FVTOCI• Effective interest rate method for inter-
ests (same as amortised costs)• Unrealised gain based on NPV at
current
yield of future cash flows ■ Reminder on determining fair
value
• Level 1 based on unadjusted quoted price
• Level 2 based on quoted price in inactive markets or
observable model input
• Level 3 based on unobservable but signif-icant inputs to the
overall value
Case Study #1: participants will be presented with a few
financial instruments and will classify them in their relevant
categories
Case Study #2: participants will compute on Excel the impact on
balance and P&L for
different types of debt & equity instruments
Session 3 – Financial Assets Impairments ■ Applies to amortized
cost and FVTOCI manda-
tory fixed income instruments ■ Incurred losses (IAS 39) has
been replaced by
expected losses (IFRS 9) ■ Three stages process to determine
impair-
ments• Stage 1: “12-month expected credit loss-
es” with effective interest rate on gross on gross carrying
amount
• Stage 2: “life-time expected credit loss-es” with effective
interest rate on gross on gross carrying amount
• Stage 3: “life-time expected credit losses” with effective
interest rate on gross on am-ortised costs
■ Accounting treatment for financial instruments already
impaired when acquired
Case Study #3: participants will assess the credit deterioration
of a Greek bond throughout the crisis and its different stages
Session 4 – Financial Liabilities & Own Credit ■ Financial
liabilities at amortised cost or FVTPL ■ Own credit deterioration
reduces institutions’
liabilities ■ Liability reduction due to rating downgrade to
be now classified in OCI
Case Study #4: participants will assess the impact on credit
deterioration on institutions’ own bonds Session 5 – Hedge
Accounting ■ Qualification for hedge accounting ■ Different types
of hedge accounting, same as
IAS 39, except for time value of money and forward points in
foreign exchange forward• Cash flow hedge• Fair value hedge• Net
investment hedge for foreign subsidiar-
ies ■ Accounting treatment for time value of money
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for options: a two-step process through OCI
■ Accounting treatment for foreign currency forward points in
OCI
■ IFRS 9 hedge accounting more closely aligned to risk
management policy• Removal of hedge effectiveness criteria
(80% to 125%)• Extends eligibility of risk component to
include non-financial items • Permits aggregate exposure that
in-
cludes a derivative to be eligible hedged item
• Group of items and a net position (e.g. assets &
liabilities or forecast sales & purchases) hedged collectively
as group
Case Study #5: participants will classify a few hedging
transactions in their relevant categories
Case Study #6: participants will value an interest rate swap
accounted for as a cash flow hedge
Case Study #7: participants will review and assess different
hedge scenarios including risk component hedging, aggregate
exposures and net position
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Course Content
Anti Money Laundering - Financial Crime ComplianceDate: 30-31
Oct 2018
Location: London Standard Price: £1,050 + VATMembership Price:
£840 + VAT
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Course Overview
BackgroundThe cost for anti-money laundering compliance in both
banking and non-banking institutions is increasing at an
exponential rate. Financial crime is becoming highly sophisticated
while the global financial ecosystem and regulators are playing
catch-up to technology.
Despite tremendous global coordination efforts by the Financial
Action Task Force (FATF) on money laundering since its
establishment in 1989, less than 1% of the global volume is
detected according to the UN. The root cause however lies in the
fact that the financial system and regulations are antiquated with
today’s sophistication of financial crime and technological
opportunities.
Day One - will cover the different development in the market
that modifies the process of money laundering and helps doing the
compliance function differently.
Day Two - adopts a practical approach to financial crime
prevention and cautions on the different pitfalls in financial
crime.
Who Should Attend:Officers from both financial and non-financial
industries;
1. Banks, Insurance companies, Trusts, Offshore management
companies, Investment Companies, Leasing companies, Construction
companies & Real Estate agencies, Money changers, IT industry,
Gaming Industry, those dealing in precious stones, Stock brokers,
Consulting firms, Business owners, Private hospitals,
Importers/Exporters, Internet based businesses, and all
organisations wishing to limit their money laundering exposure
risk.
2. Key players focussing on Financial Crime Prevention measures
and establishing a robust systems to combat financial crimes i.e
Regulatory bodies, Investigators / Fraud Examiners, Tax officers,
Govt officers, Good Governance, Consultants, Risk and Compliance
professionals, MLROs, Internal/External auditors, Senior managers
and Top management, IT officers, Accountants/Solicitors and other
professionals involved in the prevention of financial crimes.
Methods of Money Laundering: ■ Banks - (Case study) ■ Insurance
companies - (Case Study) ■ Offshore Vehicles - (Case Study) ■
Trusts - (Case Study) ■ Investment Companies - (Case Study) ■ Money
changer - (Case study) ■ Other vehicles behind money laundering ■
Making dirty money clean ■ Predicate Crimes
Financial Crime Prevention Practices and Effectiveness of KYC
Policies ■ CDD, KYC & IDV ■ Sanctions ■ Customer Due Diligence.
■ Politically Exposed Persons ■ KYC: Specific Identification &
Verification
Issues. ■ Suspicion & Escalation. ■ Managing Methods of
Money Laundering ■ Legitimate but Potentially high risk
Structures
Case study: The Interaction Between the Risk-Based Approach and
Management of
High-Risk Clients
Money Laundering Regulations 2017 ■ Changes ■ General risk
assessment ■ Risk mitigation policies ■ Level of due diligence ■
Reliance on third parties ■ PEPs ■ New Criminal Offence ■ Office
for Professional Body Anti-Money Laun-
dering Supervision (OPBAS). Risk Based Approach ■ What does this
mean ■ How should it work ■ What are the key differences ■ Enhanced
Due diligence – what does this
mean
Exercise – the Risk Based Demonstrated and Explained
New emerging trend worldwide to fight financial crime ■
Distributed Ledger Technology ■ Blockchain Technology
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Course Content
■ Uses/Effects/Advantages in different sectors -private/ Govt
/Para-statal Bodies
■ Best Practices Worldwide
Application of Distributed Ledger Technology & Blockchain
KYC Solutions ■ Electronic KYC solutions ■ DLT & Blockchain ■
Trust technology
Case Studies – Three separate case studies to illustrate the
methodologies/risks
Bulk cash smuggling and mobile technologies ■ Money laundering
risks to banking institu-
tions. ■ Money Laundering risks to other non bank-
ing institutions / Govt Sectors ■ Methodology of bulk cash
smuggling ■ Red flags which institutions should monitor. ■ Why
mobile technology poses the next big
money laundering threat.
Case studies – several to illustrate the risks
Sanctions – Brief Overview ■ Who sets them & why are they
set ■ Who is impacted, What are they ■ OFAC ■ How should an
institution screen for them ■ Can we adopt a risk based approach
when
tolerance is zero?
Electronic AML Solutions ■ Benefits ■ Functional components ■
Internet Banking ■ Internet Casinos ■ Prepaid Cards and E-Cash
Deerisking and AML in the Financial Sector ■ Impact of
de-risking ■ From banks to non-banks ■ The Panama Papers fallout ■
Shell companies identified ■ Trusts ■ Bearer Bonds & Securities
■ The inherent risks in doing international
business ■ Processing international ■ Preparedness of financial
institutions to
show examiners that there’s a robust due diligence and
investigation process in place
■ Identifying these companies and the associ-ated names.
Case Studies
Specific Identification & Verification Issues ■ Trust
nominee and fiduciary accounts
■ Corporate vehicles ■ Introduced business ■ Client accounts
opened by professional
intermediaries ■ Non face to face customers ■ Introduced
business
Terrorist Financing ■ Differences and Similarities between
ML
and TF ■ Detecting TF ■ Informal Value Transfer Systems ■
Charities / Non-Profit Organisation
Suspicion & Escalation ■ What must banks have in place ■ An
effective escalation process ■ Concern ■ Suspicion ■ Access &
Process ■ Communication lines ■ Suspicious Activity Reports /
Suspicious
Transaction Report ■ The importance of a direct link ■ Whistle
blowing
Risk Based Approach to Managing Methods of Money Laundering ■
Case study on: A Piecemeal Approach to
Financial Crime ■ Case study on: Failure to Connect the
Dots Across Systems ■ Case study on: Cost Driven to the
Detri-
ment of Prevention ■ Case study on: Doing Too Little Too Late ■
Case Study on:Neglecting Organizational
Behavior Changes
Cyber Risks – New Technologies ■ Internet Banking ■ Internet
Casinos ■ Prepaid Cards and E-Cash
Open Forum Talking Points- ■ AML Policies and Procedures - What
is the
difference and why are they important? ■ Probability of an
offence crystallising ■ Risk of not reporting ■ Understanding what
ML & TF is - dispelling
the myths! ■ Government and other Sanction risk in
practice ■ Understanding the difference between KYC
- ID&V - CDD ■ Profiling customers - what does it mean?
END
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Course Content
Regulation & Compliance for UK Financial ServicesDate: 12
Oct 2018
Location: London Standard Price: £625 + VAT Membership Price:
£500 + VAT
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Course Overview
This introductory/intermediate workshop style course is suitable
for both beginners as well as those wishing to hone up or refresh
existing skills. The scale of regulation can seem both bewildering
and confusing. This one day interactive workshop is designed to
explain the process in clear and easy to follow steps. It starts
with an overview of UK financial services regulation and
compliance. It reviews the central pieces of UK
legislation,including important secondary legislation. It also
examines how the EU has influenced development, especially
regulation & compliance and will continue to do so whilst
Brexit discussions remain at what still seems to be a very early
stage.
We will also discuss the role of the FCA in detail including the
changes introduced by the Senior Managers Regime which is now live
in the banking sector and will be extended to all regulated firms
by 2019.
There will be an explanation of the workings of the FCA’s
Handbook and regulatory processes. We will understand how to use
the FCA website to research and analyse areas of the rules and
their application in respect of UK regulation and compliance
issues. We will also look at several important and topical areas of
the regulatory framework and how these are being treated under
current regulation & compliance requirements.
Background to UK financial services regulation & compliance
■ Overview - The evolving scope of regulat-
ed activities and the regulator ■ FPC, PRA & FCA – all
change on April 1
2013 ■ Role of compliance ■ The handbook - FCA & Rulebook -
PRA ■ Types of regulated firms ■ Types of regulation
Core elements of the present regulation and compliance framework
■ The Financial Services and Markets Act
2000 (FSMA) ■ The Financial Services Act 2012 ■ The regulatory
structure ■ The role of the Financial Conduct Author-
ity (FCA) ■ The role of the Prudential Regulatory Au-
thority (PRA)
Money Laundering Regulations 2017 ■ Changes ■ General risk
assessment ■ Risk mitigation policies ■ Level of due diligence ■
Reliance on third parties ■ PEPs ■ New Criminal Offence ■ Office
for Professional Body Anti-Money
Laundering Supervision (OPBAS).
European and international influence on regulation &
compliance ■ Brexit ■ The European regulatory structure ■ The
implementation and impact of EU Direc-
tives ■ Passporting ■ Significant EU directives ■ Global
regulatory influences
Overview of FCA’s Handbook and regulatory and compliance
approach ■ High level standards ■ Principles for businesses / The
Fundamental
Rules ■ Statements of principle for approved persons ■ Senior
management arrangements systems
and controls ■ Training and Competence Sourcebook ■ Business
standards ■ Conduct of Business Sourcebook (COBS)
Structure of handbook ■ Topical issues
The Approved Persons Regime ■ Definition of Approved Person ■
FCA procedure ■ Statements of Principle for Approved Persons ■ Code
of Practice ■ Approved Persons & the Remuneration Code
Senior Manager Regime ■ Overview ■ Key changes ■ Risk Maps ■
Accountability Statements
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■ Certified Persons ■ Systems & control functions
Financial products – regulation & compliance ■ Accepting
customers ■ Financial promotions ■ Advising and selling ■ Product
disclosure ■ Dealing and managing ■ Customer reporting ■ Prudential
standard ■ Capital Requirements Directives (CRD) –
overview only Client Assets Sourcebook ■ Custody ■ Client
money
Redress ■ Dispute resolution (complaints)
Compensation Financial Crime ■ Insider dealing (CJA 1993) ■
Market manipulation (S 89-91 FSA 2012) ■ Market abuse (S 118 FSMA)
■ Market Abuse Directive II / Regulation ■ Money laundering ■
Proceeds of Crime Act 2002 (as amended) ■ Money Laundering
Regulations 2007 ■ SYSC rules on financial crime ■ JMLSG
guidance
Future ?
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Course Content
Financial PromotionsDate:11 Oct 2018
Location: London Standard Price: £550 + VAT Membership Price:
£440 + VAT
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Course Overview
Financial Promotions matter because they are the means by which
customers are persuaded to buy, invest or use financial products. A
promotion can be in almost any form via any media. The list of
products, investments and services that are now regulated by the
Financial Promotions rules is wider than ever since the FCA took
over consumer finance. The FCA expect all Financial Promotions for
regulated activities to be clear, fair and not misleading and to
provide the prospective client with the information needed to make
a clear and balanced judgement. The FCA has stated that in its view
regulated firms have “the power” because they understand their
products fully whereas many of their clients may not. As such it is
the responsibility of the regulated firm to explain their products
fully in order to comply with the fair, clear and not misleading
requirements. This one day workshop provides participants with a
comprehensive overview of the FCA approach and how it applies in
practice. It considers new media, prominence, image advertising, as
well as good and bad practice in relation to financial promotions,
including exceptions to the rules. Finally it and points out some
common pitfalls to be avoided.
Learning is supplemented by FCA case studies and discussion of
the FCA approach generally, both of which are designed to cement
learning and explore some complex and subtle issues in a meaningful
way.
Background to the Regime ■ Financial Services & Markets Act
2000, s.21
– Application and Scope ■ The Financial Promotions Order 2005,
PERG
8 ■ The FCA’s Statutory Objectives. ■ Principles Based
Regulation ■ Treating Customers Fairly ■ Principles for Business ■
Clear, fair & not misleading ■ What is a Financial
Promotion
What is a Financial Promotion? ■ Definition ■ Regulated
activities ■ What is “Investment Activity” ■ Media Types – no
boundaries – any can be
used ■ Types of financial Promotion ■ Key Issues to
Understand
Exercise: Consider a couple of TV adverts to determine how they
may miss the spirit of the rules
CONC 3 ■ Definition ■ Application ■ Image Exceptions ■ Detailed
provisions ■ Risk warnings
Exercise: Considering an example
MCOB 3A ■ Definition ■ Application ■ Detailed provisions ■
Representative Examples
Exercise: Considering an example
The “Rules” ■ How the FCA Regulates ■ Who is affected ■ Eligible
counterparties ■ Scope and application of rule: retail and non
retail financial promotions. ■ Fair, clear and not misleading
communications ■ Fair, clear and not misleading financial
promo-
tions ■ Retail clients ■ Past, Simulated & Future
Performance Data ■ Direct Offers ■ Cold Calling ■ Approving
Financial Promotions
Exercise: Considering an example Exceptions to the Rules ■
Authorised firms – MiFID and non-MiFID Busi-
ness ■ Promotions to high net worth individuals ■ Promotions to
sophisticated investors ■ Unregulated Collective Investment
Schemes
FCA Regulation of Financial Promotions ■ Methodology
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■ Reviewing, investigating, assessing ■ What to expect on a FCA
visit ■ FCA’s approach to non compliant promo-
tions ■ Thematic Reviews ■ Financial Promotions Using New Media
■ Website Promotions ■ Putting together a Financial Promotion ■
Common Problems with FP’s ■ Financial Promotions “Check lists”
Record Keeping ■ Recording communications ■ Time periods ■ FP
records requirements
Financial Promotions Using New Media ■ FCA View ■ Definitions –
Facebook, Twitter, Web,
Blogs, Phone Applications ■ Web Based ■ Sponsored Links ■ Image
Advertising
■ Approval Process for new Media ■ Going Forward
Exercise: Considering an example
Prominence & Financial Promotions ■ Thematic Review ■
Digital Adverts ■ Space issues. Image advert or Financial Pro-
motion ■ The Customer “journey” ■ Recommended “default
positions”
Exercise: FCA Case Studies on Financial Promotions
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Course Overview
Complaints HandlingDate: 10 Oct 2018
Location: London Standard Price: £550 + VATMembership Price:
£440 + VAT
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Course Objectives
Participants Will:
■ To provide a thorough introduction to the FCA’s rules on the
effective handling of complaints ■ To demonstrate the techniques
needed to achieve the best complaints outcome ■ How to handle
telephone complaints ■ How to deal with challenging complaints ■
How to identify the best response ■ How create real customer
satisafction ■ A reminder of the role of the FOS and the FSCS and
the obligation to inform clients about them
Background of the trainer
Your course director has spent more than 40 years in the banking
and financial sector, much of it in a senior managerial/Director
role. He is a former Institute of Banking Lecturer, having gained
distinctions in the exams. He is a subject matter expert on all
aspects of retail, corporate and global banking, including risk
management and regulatory compliance. He has lectured extensively
to both leading global financial institutions and to smaller
bespoke specialists. He has delivered extensive programmes in all
parts of the world including the USA, Europe, MENA, Africa and Hong
Kong. He is currently an accredited Master Trainer at the world’s
biggest global bank.
The ability of retail consumers to be able to complain to
financial services firms is regarded as being of the utmost
importance by the FCA. In June 2016 a revised procedure was
introduced scrapping the previous “24 hour” dispensation and
replacing it with three days, plus a requirement to send a
resolution summary and report the complaint.
It is crucial for all firms to have transparent, efficient and
effective complaints handling processes and procedures in order to
comply fully with the latest FCA Rules. This course will go through
what the FCA expects a firm to have in place, as well as providing
detail on the systems that govern complaints handling when a firm
and a customer cannot agree and a matter is referred to the
Financial Ombusdman Service.
Information on the Financial Services Compensation Scheme will
also be provided
Course Content
Note: Examples will be used throughout the course to enforce and
illustrate the learning points
Session 1: Complaints ■ What is a complaint ■ The FCA definition
■ Current FCA focus ■ SYSC requirements ■ Treating Customers Fairly
■ Measuring TCF
Session 2: FCA Rules ■ The November 2014 Thematic Review ■ Key
points in the review ■ Examples of good complaint handling from
the review ■ Examples of poor complaint handling from
the review ■ The June 2016 rules ■ The Key Changes ■ The impact
of these changes on regulated
firms
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Session 3: Good & Bad Complaints Handling ■ Understanding
the customers perspective ■ Your experience as a complainer ■ The
first reaction ■ How to listen ■ Sounding confident, caring &
helpful ■ Building rapport ■ Active listening ■ Gathering &
recording information
Session 4: Telephone Complaint Handling ■ Make clear at the
outset you are glad the
client is bringing a shortcoming to your attention
■ Be apologetic and be clear that you want to resolve the
complaint amicably and quickly
■ Establish as many of the facts as you can ■ The importance of
body language, tone
and manner ■ Be clear about the root complaint. ■ Have in mind a
likely outcome but be
flexible ■ Let the client talk and talk. ■ Avoid “techno babble”
and “legal speak”
at all costs ■ Managing the conversation without mak-
ing it obvious ■ Deciding “what happens next” ■ Putting things
back on a positive track ■ Getting clear responses
Session 5: Dealing With Challenging Calls ■ We are all
uncomfortable making com-
plaints ■ Anger is a safety valve – it is not directed
at you personally ■ Defusing a difficult situation ■ Gaining the
customers respect ■ Gaining the customers understanding ■
Identifying common ground
Session 6: Identifying The Best Response ■ Techniques to set a
clear objective ■ Responding to complaints when you are
at fault ■ Negotiation, assertiveness and empathy –
a challenging mix. ■ Making concessions and/or when to stand
firm ■ Tact, diplomacy – useful phrases ■ Avoiding lengthy
responses to questions
which repeat the complaint ■ How to give bad news – up front and
with
empathy
Session 7: Creating Real Satisfaction ■ Agreeing a remedy
■ Explaining what can or will be done ■ Improving understanding
■ Anticipating future requirements
Session 8: The Financial Ombudsman Service ■ When a complaint
goes to the FOS ■ FOS’s duties and obligations ■ FOS’s powers ■
Compensation ■ Redress
Session 9: The Financial Services Compensation Scheme ■ Role of
FSCS ■ Powers of FSCS ■ Compensation Limits
Course Conclusion ■ Summary, Open Forum, Wrap up.
What Redcliffe’s clients are saying about the course
“Great trainer, clear materials and good examples”
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Background and Introductions
Overview ■ Why is blockchain so important? ■ How is blockchain
used? Sector examples ■ Market dynamics
Context ■ How organisations work
• Front-to-back office business processing | Goods and
services
• Operations and technology• Technology architecture |
Centralised vs.
distributed• Supply and purchase
■ How money works• What is money and how does it
acquire value?• Banking and payments infrastructure• Central
banking and regulation• The advent of theinternet and the case
for
digital money THE EMERGENCE OF DIGITAL CURRENCIES AND
BLOCKCHAIN
Course Content
Advanced Blockchain and Digital Currency TechnologyDate: 11 June
2018
Location: London Standard Price: £795 + VATMembership Price:
£636 + VAT
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Developments in FinTech are transforming financial services with
blockchain and distributed ledger technology at the forefront. Both
The Wall Street Journal and The Economist have described it as
technology that could change the world. However, the application of
the underlying technology goes well beyond financial services.
Blockchain allows the creation of bespoke digital currencies to
support commercial transactions which can be linked to smart
contracts. The immutable nature of blockchain allows the provenance
of transactions, goods and services to be recorded indefinitely.
The cryptographic ecosystem supporting blockchain is perfect for
managing the protection, distribution and monetisation of content
for Media and Entertainment businesses. Digital currencies allow
the tokenisation of service delivery and from Manufacturing,
through to Healthcare, use cases for this nascent technology
abound.
The underlying blockchains and cryptography provide technical
solutions that are novel and clever, which are very different to
the way current technology operates. Importantly, because they
remove the need for trusted supplier intermediaries, they offer
solutions which are potentially more competitive than traditional
IT solutions.
This course provides a grounded and sector relevant introduction
to blockchain and related digital currency technology. Starting
from first principles, the course approaches the technology from a
number of different perspectives providing foundational knowledge
that will enable delegates to return to their own organisations
with a clear understanding of how this important technology impacts
the bottom line.
This course is a comprehensive guide to understanding and using
blockchain technology, assisted through practical demonstrations
and examples. It also includes an introduction to digital currency
trading. It will leave people with real sense of its full
potential.
Course Overview
History of Blockchain and Digital Currencies ■ The first digital
currency
• The world pre-bitcoin• The challenge of digital money |
Sending
and receiving money online• Bitcoin and why study it?• The
emergence of blockchain from Bit-
coin• Digital currencies - Bitcoin, Ether, Ripple,
Dash, Litecoin, Zcash, Monero etcHard forks and soft forks How
Blockchains and Digital Currencies work? ■ Cryptographic
primitives
• The hash function | SHA 256 and exam-ples
• Digital signing • Public / private key infrastructure • The
concept of identity and wallets
■ Transactions and Consensus Protocols• Blockchain, transactions
and consensus;
proof of work, proof of stake• Sibil Attacks and Byzantine Fault
Toler-
anceThe Blockchain Game - Teams Compete to Mine their Own
Digital Currency
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■ Decentralized applications, open software and smart contracts•
Ethereum, and EOS• Examples and their application
Market Overview ■ Currency Segmentation
• An overview of digital currencies• Market trends• Initial Coin
Offerings and capital raising•
Digital Currency Trading Exercise ■ Cryptocurrency Trading
Introductionto digital currency trading• Digital currency
exchanges• Example trading indicators - MACD, Mov-
ing Averages, Relative Strength• APIs• Cyber security
■ Corporate Structures• Digital currency companies• Governance •
The DAO and Ethereum
Regulatory, Tax and Compliance ■ Regulatory framework ■ Tax
treatment ■ Money laundering - KYC and AML
Use Cases ■ Corporate Structures
• Functional transformation and sector review
• Business model disruption• Commercials and buying digital
curren-
cies• Tokenised utility - SIA, REP, GNO, GNT,
BAT
Workshop Session: How could your organisation employ this
technology?
■ Application• Opportunity Assessments • Proof of Concept
Strategies The Future: Where next for blockchain and digital
currency technology? ■ Vision and Opportunities
Barriers Recap and Close
What Redcliffe’s clients are saying about the course
“Clear explanations, very structured and well organised”
“The trainer was very good and knowledgeable in this area”
“It was very interesting engaging and interactive, we covered
very relevant and practical topics”
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Course Content
Advanced Negotiation Issues in M&ADate:
Location: London Standard Price: £*** + VATMembership Price:
£*** + VAT
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Course Overview
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Course Content
Latest Basel IV Regulatory RequirementsDate: TBD
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Course Overview
Basel III is a global regulatory framework on bank capital
adequacy, stress testing, and market liquidity risk. It was
developed in response to the deficiencies in financial regulation
revealed by the global financial crisis of 2007–08. Basel III,
which is currently implemented until 2019, is intended to
strengthen bank capital requirements across the world and avoid
another systemic banking crisis. Basel IV is a contested term
describing the latest 2016 to 2017 changes made to the Basel
accords. Regulators simply consider it as an extension to the Basel
III reforms. This session provides participants with a detailed
tour and review of the Basel accords issued by the Bank for
International Settlement (BIS) and the ever-evolving regulation
stemming from Basel II and Basel III proposals and the Capital
Requirements Directive IV (CRD IV) in Europe. Through a mix of
lecture and case studies, the workshop will equip participants to
achieve a detailed understanding of Basel guidelines, specifically
on the following technical topics:
■ Components of Tier I and Tier II instruments; ■ Computation of
Risk Weighted Assets (credit risk, market and operational risk); ■
The ever-evolving minimum capital ratios; ■ The impact of TLAC and
MREL; ■ Leverage, LCR and NSFR ratios.
Participants will be required to bring a laptop to the
course.
Session 1 - Introduction ■ Overview of the regulatory banking
frame-
work ■ Global rules for local implementation ■ From Basel I to
Basel IV ■ Capital Requirements Directive IV (CRD
IV) ■ The 3 Pillar approach ■ Stress testing of European banks ■
Vickers' report in the UK
Session 2 – Available Capital ■ From accounting equity to common
equity
Tier 1 ■ Overview of key accounting adjustments
• Goodwill and intangibles • Non-controlling interests •
Deferred taxes
■ Hybrid securities: preference shares, sub-ordinated debt,
mandatory and contingent convertibles
■ Tier 1 classification: impact of Basel III on the design of
qualifying hybrids
■ Tier II instruments Case Study: participants will reconcile an
IFRS book equity of a European bank to compute Tier I and Tier II
capital
Session 3 – Required Capital and Risk
Weighted Assets ■ Overview of credit, market, counterparty
and
operational risks ■ Definition of Risk Weighted Assets (RWAs) ■
Credit risk weighted assets
• Basel I / II approaches • Basel III - standardised to
foundation and
advanced approach • Understanding PD, EAD, and LGD
■ Counterparty risk weighted assets• Expected Positive Exposure
(EPE) • Credit valuation adjustment (CVA)
■ Market risk weighted assets• Normal distribution and Value at
Risk (VaR) • Basel 2.5 and stressed VaR
■ Operational risk weighted assets • Standardised to advanced
approach
Case Study: participants will calculate the unexpected losses of
a simple portfolio of a European bank Case Study: participants will
assess the VaR
Location: London Standard Price: £695 + VATMembership Price:
£556 + VAT
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Advanced Negotiation Issues in M&AContinued...
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Course Content
of a single and two-assets portfolio Case Study: participants
will reconcile the operational RWAs to its historical net banking
income
Session 4 – Minimum Capital Ratios ■ Minimum capital ratios:
from Basel II to
Basel III ■ Tier 1 and total capital ratios ■ Minimum and
buffers above minimum: con-
servation and countercyclical buffers and buffer for
systemically important banks
■ Impact of Basel III: phasing in of Basel III requirements
■ Global/Domestic Systemically Important Banks (G-SIBs and
D-SIBs)
■ Total Loss Absorbency Capital (TLAC) ■ Minimum Requirement for
own funds and
Eligible Liabilities (MREL) Session 5 – Leverage and Liquidity
Ratios ■ Back-stop leverage ratio ■ Liquidity coverage ratios (LCR)
■ Net stable funding ratios (NSFR)
Case Study: participants will calculate and comment on those 3
ratios for a European bank Session 6 – Basel IV Latest ■ A
standardised floor of 72.5% of the re-
quirement based on Standardized approach ■ A simultaneous
reduction in Standardised
risk weights for low risk mortgage loans ■ Simplication of
internal-based models ■ Higher leverage ratio for G-SIBs
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World Trade Organisation Law and Policy Fundamentals Date: 08
June 2018
Location: London Standard Price: £850 + VATMembership Price:
£680 + VAT
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Course Overview
Since World War II, multilateral trade relations have been the
subject-matter of intergovernmental treaties. The inception of the
EEC, the EC, and finally the EU, meant that the UK's trade
relations were delegated to the EU for negotiation.
Post Withdrawal, trade relations will be shaped by negotiations
under the auspices of the WTO. These talks will determine the rules
governing the import and export of goods, and services between the
UK and other states, and trade blocs (such as the EU, and
NAFTA.
Trade rules will be determined predominantly by WTO law and
policy. The WTO Agreement will accordingly define trade relations
between the UK and EU, and between the UK and non-EU Members of the
WTO.
Under the WTO framework, trade disputes between WTO Members will
be determined in the main by the WTO’s Dispute Settlement Body
(DSB) using the provisions in the WTO Agreement.
Key principles running throughout the WTO Agreement, define
trade relations and form the backbone of the multilateral trading
system. Amongst them the principles of Most Favoured Nation,
National Treatment, and Predictability.
The WTO Agreement permits Members to introduce national measures
that are incompatible with WTO commitments, so long as these
measures fall within the permitted exceptions contained with the
scope of the Agreement.
For example, in violation of the principle of Predictability,
commercial & political conditions often force nations to
introduce remedial measures, in order to protect the local economy
against inter alia disruptions to industry, dumped imported,
imports of subsidised goods, and shortages of hard foreign
currency.
This course aims to provide an understanding of the structure
and role of the WTO. The procedures governing the DSB will be
explored in detail, as will the key principles that underpin the
WTO Agreement (inter alia GATT, GATS, and TRIPS), and the general
rules governing trade in goods and services amongst the WTO Member
Countries. We will also look at the exceptions permitted by WTO
law, and the conditions that shape the key exceptions, and
permitted remedial measures.
This course, which is not jurisdiction-specific, is ideal for
those working in an international and European context.
Development of Skills BaseBy the end of this course, a delegate
should be able to critically assess the impact of the WTO Agreement
on: ■ Trade relations generally; ■ Private operations, and
strategies; and ■ Disputes involving trade
Who should attend? ■ Lawyers ■ Solicitors ■ In-house counsel ■
Trainee solicitors ■ Attorneys
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Trade barriers ■ Rationale for trade barriers ■ The form and
rationale for:
• Tariff barriers • Non-tariff barriers
Liberalistion of trade ■ Trade blocs - Their form and features ■
Preferential Trade Agreements under WTO
law ■ History of global trade liberalisation
WTO - An overview ■ Key facts about the WTO ■ Organisational
structure & Members
Key functions of the WTO ■ Negotiation forum
• Principle of Reciprocity & Mutual Recog-nition
■ WTO a legal framework • Beneficiaries • Scope
Dispute Settlement Mechanism ■ Scope ■ Post Uruguay Round reform
■ The Structure of the DSB Procedure
Principles underlying WTO Agreement ■ Overview of key principles
underpinning
WTO Agreement ■ Trade without discrimination
• Foreign parity vs. Inland parity ■ Most Favoured Nation
• Explained • Unconditional MFN • Scope
■ National Treatment• Explained• Aims of NT
Exceptions ■ Introduction ■ Categories ■ General exceptions ■
Two-tier analysis
Laws governing use of non-tariff barriers ■ Trade facilitation ■
Framework regulating non-tariff barriers ■ Technical barriers to
trade
• Technical regulations vs. Standard under the 1994 Agreement on
Technical Barri-ers to Trade (TBT Agreement)
• Potential concerns associated with tech-nical barriers
• Regulation under WTO law ■ Import licensing procedures
• Rationale behind import licensing procedures • Regulation
under WTO law
■ Government procurement
• Scope • Regulation under WTO law
■ Sanitary and phytosanitary measures • Scope • Regulation under
WTO law
Permitted remedial measures ■ Safeguard against injury
• Scope • Regulation under WTO law • Substantive and procedural
requirements • Limits on use of safeguard measures
■ Dumping and Antidumping • Definition of dumping • Regulation
under WTO law • Substantive and procedural requirements • Limits on
use of antidumping measures • Remedies
■ Subsidies • Regulation under WTO law
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The New UK Corporate Governance Code 2019 Date: 27 Sep 2018
Location: London Standard Price: £350 + VATMembership Price:
£280 + VAT
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Course Overview
On 5th December 2018, following the government’s corporate
governance reform proposals, the Financial Reporting Council (FRC)
published a revised UK Corporate Governance Code for consultation.
The consultation will close on 28th February 2018. The FRC plans to
publish the final revised Code by July 2018, with the new Code
applying to reporting periods falling after January 2019. The
proposed new Code is substantially different in both content and
structure, addressing the government’s recommendations and other
hot topics in the corporate governance debate such as diversity and
board culture.
The objectives of the Code review and consultation are:
■ to “shorten and sharpen” the Code; ■ to put more emphasis on
the long-term
success of a company instead of “reaction-ary risk management”
as consequence of corporate scandals;
■ seek more effective reporting on section 172 Companies Act
2006 (the duty of direc-tors to promote the success of the company
with a background of “enlightened share-holder value”); and
■ put the focus of the Code back onto the Principles as opposed
to a “tick-box” ap-proach to the Provisions.
As was anticipated, the new Code focuses on corporate culture,
stakeholder engagement, long-term decision-making, remuneration
committees and diversity.
The FRC is also consulting on updated guidance on board
effectiveness and will be consulting on their Stewardship Code
following the Code consultation.
This course will consider: ■ The backdrop to the new Code ■ The
implementation of the other aspects of
the Government’s Corporate Governance reform
■ How the current Code and the new Code compare
■ Key areas of change e.g. remuneration and stakeholder
voice.
■ Supporting FRC guidance and other related guidance, e.g.
published by the Investment Association.
Once the new Code has been finalised, we will revise this course
outline accordingly. However,
given the tight timescale between publication and applicability,
we are marketing this essential update course ahead of time.
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Advanced Negotiation Issues in M&ADate:
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Course Content
Trade Based Money Laundering (TBML) and Sanctions
Compli-ance
Date: 24-25 May 2018 , 09-10 Oct 2018
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Course Overview
Location: London Standard Price: £1,350 +VAT Membership Price:
£1,080 +VAT
Whilst trade and commodity finance is low in credit risk it
exposes banks to high compliance risks. Banks who have failed to
implement adequate Financial Crime Compliance programmes and
training have incurred fines, reputational damage and faced the
potential loss or suspension of their ability to operate in certain
currency markets or jurisdictions. This 2-day course for personnel
who are involved in Trade Finance, including bank auditors,
compliance officers, operations managers and relationship
directors, provides an explanation of the operation of the methods
of payment and financing used in international trade and commodity
transactions and the nature of associated compliance risks. The
course covers all aspects of Financial Crime Compliance (including
the regulatory framework) with particular regard to Trade &
Commodity Finance (principles and products), Correspondent Banking,
International Payments, Global Cash Management, their associated
compliance risks and the suspicious money laundering / sanctions
violation activity red flag indicators of each. Through attending
this course participants will be able to identify compliance risk
features in core product areas and key aspects from an audit and
compliance risk perspective. The course uses a range of typologies,
exercises and case studies to enable the participants to consider
transactions and identify the key risk compliance features, areas
of due diligence and further information required to make a
risk-based assessment
Day 1 Introductions ■ Trainer & participants ■ What do you
know? ■ Aims and objectives. ■ Course context.
Financial Crime Compliance ■ Consituent parts (money laundering,
ter-
rorist financing, sanctions breaches) ■ Current examples ■ An
introduction to the nature of compli-
ance risk in cross border transactions ■ Why are international
trade transactions
increasingly a target for abuse? ■ The consequences of
non-compliance (for
banks, corporates and individuals) Anti-Money Laundering (“AML”)
■ What is money laundering? ■ Why is money laundered? ■ How is
money laundered? ■ The key stages of money laundering;
placement, layering, integration ■ Customer Due Diligence (CDD)
■ The risk-based approach to anti-money
laundering ■ Money laundering and terrorist financing
Case study concerning the involvement
of, and consequences for, an international bank which
transferred money arising from drug smuggling across three
continents.
Countering the Financing of Terrorism (CFT) ■ Key differences
between CFT and AML ■ The importance of due diligence and fo-
cussed screening Case study concerning the involvement of, and
consequences for, an international bank which was identified as
having processed funds used to finance terrorism. Sanctions ■ What
are sanctions? ■ Why are they imposed and what is their
intended impact? ■ Who imposes them and on whom are they
imposed? ■ What is the difference between a trade em-
bargo and financial sanctions? ■ Examples of sanctions imposed
in recent
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Advanced Negotiation Issues in M&ADate:
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■ years ■ The relevance of due diligence and screen-
ing Case study on sanctions breaches concerning a major UK
corporate.
Financial crime also relates to:- ■ Bribery & corruption ■
Tax evasion ■ Proliferation
Facilitation of money laundering ■ Complexity ■ Three stages of
money laundering ■ Financial products vs open account ■ Co-mingling
■ Cash ■ Fraud ■ Smuggling ■ Transfer pricing, etc. ■ Capital
Flight ■ Foreign Exchange
Examples of legitimising the movement of illicit monies. a) the
use of over-inflated invoicing representing “management charges b)
misrepresentation of invoice value, multiple invoicing and false
description of goods
Correspondent banking ■ What is the role of a correspondent
bank? ■ Why is correspondent banking fundamental
to cross border money flows? ■ The counterparty compliance risk
of using
Correspondent Banks ■ The use and operation of Nostro,
Vostro
and Loro accounts ■ Correspondent banking infrastructure;
• Message authentication; • Provision of payment, trade and
treasury
services; • Cash management
■ Risk profile of remitting, receiving and re-imbursement
parties in cross border trans-actions
■ Know your customer; the impact of ”KYCC” ■ Key compliance risk
zones:
• Ownership and control • Jurisdiction • Quality of
jurisdictional regulatory and
supervisory framework • Adequacy of AML and sanctions
compli-
ance procedures • Nature of respondent’s business • Client base
• Shell banks • Direct access accounts • Downstream
correspondents
• Correspondent network rationalisation
Exercise; due diligence and risk considerations
Financial Institutions - as customers: ■ Compliance risk
assessment framework; key
components ■ Due diligence and risk assessment ■ Unacceptable
customers ■ Monitoring activity – warning signals, red
flags, Financial Action Taskforce (FATF) recom-mendations.
International Payments / SWIFT Messaging ■ The mechanics of
cross border funds transfers
and nature of the payment instruction ■ Parties; remitter,
originator bank, receiving
bank, beneficiary, cover/reimbursing bank ■ What is SWIFT? ■
What is the function and operation; ■ Understanding the use and
role of SWIFT “MT”
message types in payments and trade trans-actions
■ Compliance risk;• Correspondent bank • Message abuse •
Inappropriate use of message types
■ Message stripping ■ Methods of international bank
transfer:
• Direct and serial processing method (the use of SWIFT MT
103)
• Cover method (the use of SWIFT MT103 plus SWIFT MT202 COV)
• The compliance risk implications of SWIFT MT202
■ Value dating ■ Key compliance risk zones:
• Message information • Originator; ownership, jurisdiction •
Beneficiary; ownership, jurisdiction • Nature and value of payment
– ordinary
course of business? • Screening – designated persons – sanc-
tioned countries? ■ The compliance risk exposure of US
dollar
transfers
Trade Based Money Laundering (TBML) and Sanctions
Compli-ance
continued...
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Advanced Negotiation Issues in M&ADate:
Location: London Standard Price: £*** + VATMembership Price: