ROLES OF SOLICITOR IN PUBLIC OFFER OF SECURITIES

The roles of a solicitor in public offer and sale of securities are –

1.      Ensuring the company is a public company. If it is a private company, the solicitor must ensure the proper procedure is followed to convert the company from private to public company.

2.      Ensuring that the shares to be issued are within the nominal share capital of the company. If necessary the nominal share capital of the company may be increased to accommodate the new issue.

3.      Ensuring that necessary application and returns are made to the Corporate Affairs Commission in case of conversion of a private company to public company or increase in the capital of the company.

4.      Making sure that shares to be issued are registered with the Securities and Exchange Commission.

5.      Advising on whether the issue is such that will require full prospectus, abridged prospectus or falls within the provided exemptions will not need prospectus.

6.      Ensuring that any prospectus issued make all the required disclosures.

7.      Advising on any on-going or threatened litigation or claim(s) the outcome of which may adversely affect the fortune of the company.

8.      Getting all written consent, including his own and that of other experts that may be mentioned in the prospectus.

9.      Drafting and registration of prospectus and also ensuring the prospectus carry the signature of all directors named in the prospectus as directors.

10.  Investigating and ensuring all parties to the issue hold a current and subsisting registration with the Securities and Exchange Commission.

11.  Making sure there is no untrue or misleading statement in the prospectus.

12.  Advising on the opening of subscription lists before any allotment.

13.  Ensuring that allotment is not made unless minimum subscription has been achieved.

14.  Advising that application money be held in trust in a separate account as deposit by the issuing house.

15.  Advising on the allotment.

16.  Advising on when to return money in case of over subscription.

17.  Preparing, perusing, and making sure all material contracts are duly approved and executed.

18.  Seeking the initial and final approval of the Securities and Exchange Commission and the Stock Exchange to the issue.

19.  Advising the company on the listing rules of the Stock Exchange.

20.  Ensuring that the issue conforms to all necessary laws and regulations, that is, Companies and Allied Matters Act (CAMA), Investment and Securities Act (ISA), listing requirements of the Securities and Exchange Commission (SEC), and the Nigerian Stock Exchange (NSE).