Case study: Addressing challenges in governance, valuation transparency, board independence and regulatory compliance before an IPO
This case study explores Ocorian’s pivotal role in the successful initial public offering (IPO) of a music rights investment and management company. Ocorian’s corporate administration specialists provided comprehensive support throughout the IPO process and beyond, ensuring the client's successful transition from a private entity to a publicly listed company and later, its delisting following an acquisition.
The client’s challenge
The client required support with their IPO and turned to Ocorian to address challenges in governance, valuation transparency, board independence and regulatory compliance before publicly trading.
Following the IPO, the client also needed support to de-list from the exchange due to its acquisition.
How did Ocorian help?
During the process, Ocorian’s corporate governance and compliance team guided the client at various stages of their company’s lifecycle across a number of jurisdictions.
Upon being tasked with this challenge, Ocorian assisted with the preparation of all necessary documentation for the IPO process, ensuring compliance with the listing requirements. The allocated Ocorian company secretary liaised with the relevant advisors and auditors to prepare the IPO prospectus, ensuring full and accurate disclosures of financial performance, risks, and governance practices.
Ocorian also advised on the company’s board composition during the non-executive director appointment process to ensure the right balance of independence, expertise, and diversity was achieved by providing guidance on board diversity requirements. This part of the process also ensured that the appointment was compliant with the UK Corporate Governance Code and other applicable frameworks. Furthermore, Ocorian organised annual board performance evaluations to assess and improve the board’s effectiveness in decision-making and oversight.
Following the client’s transition as a publicly listed company, Ocorian supported the board by establishing a robust compliance framework to monitor and meet obligations under the UK Corporate Governance Code and listing rules. This included facilitating the timely preparation and filing of financial reports, annual reports, and other regulatory disclosures. Additionally, the Ocorian company secretary conducted regular training for the board to ensure the directors discharged their fiduciary responsibilities accordingly.
As the client transitioned from a fund structure to a corporate structure following its acquisition, it encountered further regulatory and corporate governance challenges during the delisting process. The delisting procedure involved adjustments to the company’s governance framework, stakeholder engagement and compliance processes, as the company moved from the public market to private.
During this transition, Ocorian engaged with legal advisors and regulators to ensure the client complied with delisting regulations, by arranging shareholder approvals, notifications and regulatory filings.
The client no longer faced the same corporate governance requirements after delisting from the exchange, as it is not required to adhere to the UK Corporate Governance Code. As a result, it had to adjust its financial reporting standards and disclosure practices to meet new private corporate requirements.
Throughout this process, Ocorian has supported the client to redefine and implement voluntary governance practices through seamless board support and the integration of technology via electronic board portals to provide a secure platform for board meeting materials. Ocorian played a crucial role in guiding the client in establishing and executing voluntary governance practices through effective board support and technology integration, helping to mitigate significant operational, financial, and reputational risks throughout their journey from IPO to delisting.
