BPP University College Of Professional Studies Limited (BPP)
I completed the LPC (Legal Practice Course) at BPP University in 2017 with a 90% distinction. These detailed and condensed notes cover the entire Corporate Finance (Equity and Debt Finance) modules, including a template of a loan agreement and amended clauses. I have covered every SGS and highligh...
BPP University College Of Professional Studies Limited (BPP)
Legal Practice Course
Corporate Finance
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FLOTATIONS • 2) LR 2.2.7R Market capitalisation = > £700k for shares
o ∴ Company cannot offer shares worth < £700k
3) Committees
• DTR 7.1.1R, 7.1.3R + Code C.3.1 Company must have Audit Committee = monitors audit procedures +
o Market capitalisation = no. of shares issued x market price per share group’s internal financial controls
• Primary issue (/IPO/flotation): 1 st time company offers listed shares
§ E.g. 115m x £2.50 = £287.5m ∴ satisfied o If not, must set up
• Secondary issue: Listed company subsequently issues shares
§ ‘Marketed for 250p per share’ ≠ marketable price ∴ change to £2.50 § Compulsory DTRs ∴ ‘comply/explain’ ≠ apply
ADVISERS o 3 / (smaller company) 2 independent NEDs
• 1) Investment Bank: Financial adviser, lead underwriter, researcher, sponsor + broker • 3) Capital reorganisation à Facts: ‘Few shares held by 3 owners’ = sub-divide + re-distribute • Code B.2.1 Nomination Committee = board appointments + recommendations to board
o Nominal value, not market value o If not, should set up
• 2) Broker: Finds investors for shares
o 1. Sub-divide share capital: High value shares = sub-divide to ↓ value to £2-£5 each = attracts investors o Majority = independent NEDs
• 3) Sponsor: Broker / investment bank
§ Check AoA: S618(1)(a) + (3) OR
o LR 8.2.1R Appoint sponsor to assist w/ premium listing application
§ E.g. X plc valued at £2m. 10k shares of £1 each ∴ £2m / 10k = £200 per share 4) Remuneration
o LR 8.6.2R FCA-approved
§ Sub-divide into 100 1p shares: Each 1p share = £2 = ↑ marketable price • Code D.2.1 Remuneration Committee = sets executive remuneration + individual pay packages
o LR 8.7 FCA supervises sponsor, e.g. require docs, supervisory visits
§ E.g. £247.71m NAV + current issued share capital of 1m ordinary shares at £1 each à 100m o If not, should set up
• 4) Reporting accountants: Financial reports o 3 / (smaller company) 2 independent NEDs
ordinary shares of 1p each *[NAV / current issued share capital] / 100
• 5) Solicitors: Legal DD + verification o 1 = relevant financial experience
§ ∴ £247. = £2.47 per share
• 6) PR advisers: Market company o All = competence relevant to sector
o 2. Issue new shares, e.g. intends to raise £37.5m by IPO/placing
• 7) Registrars: Administration once listed, e.g. share transfers, notices, dividends • Code D.1.5 Notice periods in directors’ service contracts = 1 year/less
§ a) Check AoA: S551(1) OR +
• 8) Receiving Bank: Administrative tasks, e.g. processes applications, pay ££, allots shares o If not, should:
§ b) S570(1) Disapply pre-emption rights for new shares = SR +
PREMIUM + STANDARD LISTINGS *Not private company ∴ cannot use s550 § 1) Change its policy ∴ future service contracts = 1 year/less notice period
• Both: § c) BM: Allot further 15m ordinary shares at 1p each to outside investors (not current § 2) Change existing service contracts = requires director’s consent
o Share dealing restrictions shareholders, e.g. Coradon, Jeremy Lewis) § If ≠ consent, company must ‘explain’
o Corporate governance standards o Enter service contacts w/ all execs = ensures continuity of management
• LR 2.2.2R Authorised
• Premium Listing: ↑ Requirements 5) Secretary
• LR 2.2.4R Freely transferrable
• May move standard to premium, vice versa, w/o cancelling initial listing • S273 CA Reasonable steps to ensure secretary = qualified + competent
• LR 2.2.9R Whole class of shares = listed
• Premium à Standard listing = SR, b/c shareholders lose protections à Facts: Qualified = s273(2)(a) secretary for > 3 years + (c) solicitor, but check if has requisite
7) SHAREHOLDERS knowledge + experience to discharge secretary’s functions
CREST
Free float requirement
• Paper share certificates / CREST: System allows shares to be held + settles trades electronically
• LR 6.1.19R(1)-(4) 25% of shares in public hands, no later than time of admission
o But must remove restrictions on electronic settlement
PRIMARY SHARE ISSUES
o (1) In 1/more EEA countries > worldwide
• Shareholders hold shares via CREST:
o (4) ≠ In public hands if – *Family trusts
o 1) Direct user, e.g. banks, stockbrokers
§ (a)(i) Shares held by director
o 2) Sponsored member: Appoints direct user on their behalf
§ (a)(v) Person w/ 5%+ shares of relevant class à Facts: All shareholders have > 5% at time of admission
§ Legal title to shares + name in register of members LISTING OPTIONS
o ∴ Issue/sell 25% of shares to outside investors
o 3) Nominee (stockbroker) to hold shares on their behalf in nominee’s account 1) MAIN MARKET / AIM? *Listed on Main Market VS. Admitted to AIM
à Facts: Post-flotation shareholding = 57% held by ‘other shareholders’, but none in (4) exceptions
§ Nominee = holds legal title to shares + in register of members Main Market
• But LR 6.1.20AG FCA may accept < 25% if considers market will operate properly w/ lower %, in view of
PREPARING FOR LISTING ON MAIN MARKET * Apply to facts, do not list large no. of shares of same class + extent of distribution to public *Always mention too • + 1) Raise capital: Funds growth +/ ↓ debt
1) RE-REGISTER à ‘Ltd’ o Facts: MP wants to expand into new markets = raise capital from ↑ investors
Controlling shareholder à ‘Family company’ • + 2) Market for shareholders to sell shares
• S755 CA Private company cannot offer shares to public
• LR 6.1.2AR ‘Controlling shareholder’ = 30%/more GM votes • + 3) ↑ Liquidity: Higher price for shares + easily sell/buy ↑ shares
o S90(1) SR to re-register as public company
o LR 6.1.4BR – DR Applicant has ‘relationship agreement’ w/ controlling shareholder w/ independence • + 4) Publicity = attracts investors
o S90(3) Change name + AoA
provisions
• Requirements: • + 5) Incentivise employees: Share option schemes / sell shares to realise gains
o S91(1)(a) + 763 Min. £50k share capital 8) LISTING PRINCIPLES à State: Amend company’s procedures to comply w/ LPs • + 6) Only requires sponsor at certain times
o S91(1)(b) + 586 25% of nominal value of shares paid up, plus premium • Listed companies comply w/ spirit and letter of LPs + Premium LPs
• - 1) Regulation + potential penalties
• Submit docs to CH: • LR 7.1.2G Ensures listed companies ‘pay due regard to key role they play in maintaining market confidence
• - 2) Costly: Fees
o 1) S90(1) Submit application for re-registration in prescribed form w/ + ensuring fair & orderly markets’
• - 3) Wastes management time > developing business
§ Statement of compliance
• LP 1 Adequate procedures, systems & controls to comply w/ obligations • - 4) Board changes to comply w/ Code = directors ↑ likely sued by investors
§ Proposed name + secretary
o LR 7.2.3G Identify info which requires disclosure + ensure directors properly consider it • - 5) Loses control: 25% in public hands / investor: blocks resolutions/may takeover
o 2) S94(2)
o ∴ Formalise informal reporting + procedures for price sensitive info = identified + immediately
§ Copy of SR to re-register as public company AIM
§ Copy of amended AoA reported for board consideration
• + 1) Younger companies can float
§ S92 Copy of balance sheet • LP 2 Open + cooperative w/ FCA
o VS. Main Market: Requires 3 years trading history
• PLP 5 All holders of same class of shares = treated equally
2) APPLICATION TO FCA + LSE • + 2) ↓ Regulation: LPDTs ≠ apply (except DTR 5)
o ∴ Procedures for all price-sensitive info = communicated to market via announcement before
o AIM Rules = ↓ onerous
• Shares listed on FCA’s Official List + trades on LSE’s Main Market, not AIM informally communicated to shareholders/suppliers/journalists etc.
o Lists shares, not company itself o VS. Main Market: Min. £700k market capitalization / 25% shares in public hands
• PLP 6 Communicate info to shareholders to avoid creating/continuing false market • + 3) ≠ Likely to require prospectus b/c not regulated market ∴ cheaper + quicker
• Application to FCA: Comply w/ LRs + appoint sponsor
• Application to LSE: Comply w/ LSE’s Admission & Disclosure Standards 9) BOARD • + 4) Tax reliefs: No stamp duty = cheaper
• Admissions to listing + trading = effective simultaneously • UK Corporate Governance Code ≠ compulsory • + 5) Suited to specialist companies, e.g. mining
o LR 9.8.6R(5) + (6) Mandatory ‘comply/explain’ principle if complied / if not, reasons
3) ACCOUNTS à ‘Prepares accounts under min. CA standards’ = amend accounting procedures +/ prepare new accounts • - 1) Riskier market: ↓ Liquid, b/c ↓ investors
o But better to comply, b/c investors ↑ likely to invest if company follows good corporate governance
• LR 6.1.3R(1) Applicant published/filed accounts – principles • - 2) ↓ Publicity/prestige
o (a) Covers last 3 years + • - 3) Comply w/ continuing obligations of AIM Rules
• DTR 7.2.1R Corporate governance statement in directors’ report
o (b) Latest accounts = < 6 months before prospectus date + *Accounting reference date o DTR 7.2.2R Refers to which code the company is subject to • - 4) Aim Rules 1 + 35 Appoint nomad + broker at all times
§ E.g. Accounts end 31 Dec 2016 + proposes to float in Sept 2017 ∴ prepare new accounts o If ≠ satisfied w/ applicant = may delay admission
• Overlap between Code, LR 9.8.6R + DTR 7
o (c) If subsidiaries: Consolidated accounts *Has subsidiary o DTR 7 = compulsory • - 5) AIM Rule 7 Lock-in requirement
• LR 6.1.3BR Accounts = reflect 75% of applicant’s business + investors able to make informed assessment o DTR 7.2.4G If listed company complies w/ LR 9.8.6R = satisfies DTR 7 2) DOMESTIC / GLOBAL OFFER?
4) WORKING CAPITAL Code provisions *ALWAYS mention comply/explain • Global offer:
• LR 6.1.16R Sufficient working capital for group’s needs for next 12 months 1) Board composition à Facts: Directors resigning before float / no independent NEDs = appoint new directors o + ↑ Investors = sell ↑ shares / ↑ price à Facts: ‘Large customer base in Europe + US’
• B.1 Board = balance of execs + (independent) NEDs ∴ no 1 person can dominate board’s decision-making o + ↑ Publicity = ↑ price
5) AOA + SHAREHOLDERS’ AGREEMENTS à Facts: MA = amend AoA o - Comply w/ diff regulatory regimes = ↑ fees
• If AoA = Table A / MA ≠ appropriate for listed company • B.1.2 ‘Smaller companies’ (< FTSE 350) = 2 independent NEDs
§ Unless institutional investors exemption = ↓ regulations
o B.1.1 ‘Independent’ director: Not former employee, no family ties w/ board etc.
• Amend by SR:
§ E.g. Secretary’s wife / pension scheme member ≠ independent 3) RETAIL / INSTITUTIONAL OFFER?
o 1) Eligible for CREST
§ E.g. Audit manager for past 10 years may be independent Retail
§ Remove restrictions on electronic settlement
§ But Board must state reasons why director is independent • Costly: Public offer = ↑ marketing + Receiving Bank fees
o 2) Pre-Emption Rights
• Longer: Marketing + processing share applications
§ LR 2.2.4R Freely transferable shares 2) Chairman + CEO
• ↑ Liquidity: ↑ Shareholders buy + sell shares
§ ∴ Remove restrictions, e.g. transfer min. stake / shareholder consent / only transfer to certain persons • A.2.1
§ Check shareholders’ agreements: If restrictions, terminate. Otherwise, investors ≠ want to invest • Well-known companies, e.g. retailers
o Chairman + CEO roles ≠ same person
§ Comply/explain: Commercial reasons Institutional
6) SHARES
o Clear division of responsibilities ∴ no 1 person has unfettered decision-making powers • Cheaper: Offered directly to investors
• 1) LR 2.2.3R Admitted to trading (on Main Market)
• A.3.1 • Quicker: ↓ Investors, unless global offer
o Coincides w/ application to list on FCA’s Official List
o Chairman’s independence criteria + • ↓ Liquidity
o CEO should not become Chairman • Specialist/unknown companies
§ E.g. Better to appoint an independent director as chairman > Jeremy Lewis (exec director) à Facts: Circassia ≠ attract same demand from retail investors of household names, e.g. Royal Mail
, RETAIL OFFERS RETAIL ELEMENT: PRICE-RANGE PROSPECTUS EXAMPLES
• 1) LR Appendix 1.1 Offer for subscription: Company issues new shares to public • 1) Planning • 1) Main Market:
• 2) LR App 1.1 Offer for sale: Selling shareholders offers existing shares to public o Appoints advisers, preliminary meetings on offer structure, due diligence, auditors prepare long + o IPO: No exemptions, b/c large-scale = requires prospectus
short form reports o Placing: Test 1 exempt offer, but no exemption to test 2 = requires prospectus
INSTITUTIONAL OFFERS
• 2) Submit draft prospectus to FCA: 20 clear working days before intended approval date • 2) AIM:
• 1) LR App 1.1 Placing: Company + selling shareholders sell new + existing shares to selected placees o Prepare, review + verify price-range prospectus o Only test 1 applies:
o Investment Bank deals w/ proceeds o PR 3.1.3R Docs to submit to FCA § IPO: Test 1 no exemption
o Placees: Clients of investment bank/broker/sponsor § PR 3.1.3R(2)(b) 20 clear working days § Placing: Test 1 exempt offer
§ Bookbuilding
• 3) Announce intention to float: 7 weeks before o Test 2 ≠ apply, b/c AIM ≠ regulated market
§ Placing letter w/ offer’s T&C / If quick, informal confirmation ‘ticket’
o Broker solicits initial interest from investors o ∴ AIM companies should avoid retail offers
§ Sign + return to take up shares
• 4) LAUNCH: 4 weeks before
§ Placing agreement between sponsor + company = places shares FORMAT + CONTENT OF PROSPECTUS *IF BOND ISSUE: RETAIL/WHOLESALE ANNEXES
o Once approved, file w/ FCA at same time made available to public
o FSMA ≠ offer to the public • PR 2.2.1R Single prospectus / separate docs
§ PR 3.2.1AR Via uploading to NSM
• 2) Intermediaries offer: Shares offered to stockbrokers + fund managers, who sell shares on client’s behalf o In practice, prefer 1 doc
o Publishes price-range prospectus à Bookbuilding begins
o FSMA = offer to the public o Roadshows to institutional investors o PR 5.1.1R Prospectus = valid 12 months
o Placing letters = sent to potential placees o PR 5.1.4R + 2.2.5 Seperate docs: If plans to raise ↑ funds = registration doc valid for next 12 months
INTRODUCTION
if updated
• Obtains listing w/o issuing new shares/selling existing shares • 5) Last date to subscribe: 8 days before
§ But requires new securities note + summary
o Admitted to regulated market + no offer to public • 6) 7 days before
• PR 2.2.2R If separate docs:
o ≠ Raise capital o Pricing + allocation
o 1) Registration Doc: Everything else
o E.g. Listed on AIM/overseas, but moves to Official List o Publish FINAL PRICING STATEMENT à Bookbuilding ends
o 2) Securities Note: ’Details of the offer’
• 25% of shares in public hands o Signs underwriting agreement
o 3) SUMMARY
• 7) Submit 48 hour docs à Admission as above
TIMETABLES § S87A(5) FSMA *PR 2.1.2 Requires summary
INSTITUTIONAL OFFER: PATHFINDER KEY STAGES § General info
• 1) LAUNCH • Bookbuilding: Roadshow presentations to institutional investors § S87A(6) FSMA + PR 2.1.2 Concise + non-technical language to convey key info on
o Circulate pathfinder to prospective placees ≠ FCA-approved o Investment bank runs book of interest in shares from interested investors securities to investors when deciding to invest
o + Gauges demand for shares + sets ↑ accurate price § S87A(9) + (10) FSMA Defines ‘key info’ = essential info to enable investors to
o Formal bookbuilding
§ Investors bid no. of shares + prices they’re willing to buy ≠ legally binding understand securities + decide whether to consider offer further
• 2) Submit draft prospectus to FCA à 12 Feb § Uses pathfinder/prospectus as marketing tool § Incl. essential characteristics of company & securities + reasons for offer
o PR 3.1.-1R W/ cross-reference list = identifies pages of each disclosure item o + Comfort to company of how successful IPO will be § Specific info: Art 24, Annex XXII *PR 2.1.4
o PR 3.1.3R Docs to submit to FCA § 1. 5 tables:
• Underwriting: Appoints underwriter to buy unsubscribed shares for commission (2-5% of IPO value)
§ PR 3.1.3R(2)(b) New applicants (IPO) = 20 clear working days before intended approval date § A Introduction + warnings
o + Saves time/££ for unsubscribed shares + hard to estimate demand for shares
§ But PR 3.1.3R If already admitted to trading = 10 clear working days *11th day § B Issuer + guarantor
o Underwriting agreement:
§ UKLA guidance CLEAR days ********** § C Securities
§ 1. Commitment to underwrite
*Clear days ≠ incl. approval + submission dates *Count 20 working days + 1 day = 21 st day § D Risks
§ 2. Conditions, e.g. admit shares to Official List, trade on LSE, FCA-approved prospectus,
o In practice, submits ASAP = time to respond to FCA’s comments § E Offeror
otherwise terminate
§ 3. Warranties § If no info disclosed under heading, state why
• 3) Approve + publish FIXED PRICE PROSPECTUS - 13 March
§ 4. Indemnity: Covers underwriter’s losses b/c of underwriting § 2. Stand-alone doc: ≠ cross-reference other parts of prospectus
o PR 3.1.10R FCA must approve prospectus before published
§ 5. Undertakings, e.g. requires underwriter’s consent to sell shares/make announcements § 3. PR 2.1.4 ≠ Exceed 7% of length of entire prospectus / 15 pages, whichever is longer
o PR 3.2.1R Once approved, file w/ FCA at same time made available to public / if earlier, 24 hours
§ 6. Commission § 4. PR 2.1.6 Same language as prospectus
§ PR 3.2.1AR Via uploading to NSM
§ 5. PR 2.1.7R Warning *A.1 First box of summary
o ‘Make available to public’ PROSPECTUS
§ PR 3.2.2R Institutional: Publish prospectus = reasonable time before / at start of Admission • Marketing msgs, e.g. strong IP, growth, expand into new markets, develop X business, strategy to be leader DISCLOSURE
§ ≠ Need to be published before • Expected timetable: Offer Price per share x no. of shares issued by company = total raised • Prospectus must incl.
§ PR 3.2.3R Retail element (IPO): Publish prospectus at least 6 working days before end of offer • Lock-up arrangements: Directors cannot sell shares for 1 year w/o Sponsored Bank’s consent ∴ keeps expertise o 1) General disclosure obligation
§ ∴ Submit prospectus to FCA 20 clear working days before the 6 days before closing § S87A(2) FSMA Info necessary to enable investors to make informed assessment of:
TYPES OF PROSPECTUS
§ PR 3.2.4R Available at LSE/company’s registered office / websites § Assets, liabilities, financial position, profits, losses & prospects of issuer +
PATHFINDER = institutional-only
§ PR 3.2.4AR Always publish electronically § Rights attached to shares
• Pathfinder ≠ prospectus, b/c ≠ incl. price = invitation to treat
§ VS. Price-Range Prospectus = extra requirement § PR 3.1.2A Reasonable care to ensure prospectus submitted for approval incl. ‘necessary info’
o But final price prospectus = FCA-approved
§ PR 2.3.2R Final price & amount of shares filed ASAP w/ FCA + made available to public o 2) Specific disclosure obligations: Building Blocks = min. info *PR 2.1.4 + 2.3.1
• + ↓ Risk of supplementary prospectus = triggers withdrawal rights § PR’s disclosure obligations = differ depending on issuer + securities
• + Flexible: Sets price after gauging level of interest in shares = sets highest possible price § Art 21 PD Prospectus drawn up using 1/combo of schedules + building blocks in Annex XVII
• - Limited distribution (qualified investors) > approved prospectus (retail investors) § Summary: Art 24, Annex XXII
PRICE-RANGE PROSPECTUS = retail element § Share registration doc: Art 4, Annex I
• Excl. final price § Pro-forma financial info: Art 5, Annex II
o ‘Price-range’ = in price-range prospectus / by Global Co-ordinator § Share securities note: Art 6, Annex III
• PR 2.3.2R Final price & amount of shares filed ASAP w/ FCA + made available to public • Running check:
• + Flexible before deciding final price o Due diligence: Ensures key financial + business info = disclosed
• - Decides price-range before gauging level of interest ≠ obtain highest price for shares o Verify accuracy of price-sensitive statements
o Complete UKLA checklists = ensures complied w/ content requirements
REQUIRES PROSPECTUS? • Sponsor: LR 8.4.3R(3) Ensures all known matters which FCA should consider = disclosed, when considering:
• 5) Submit 48-hour docs à By Weds 13 March 2017 • If satisfies either test + no exemption = requires prospectus o 1. Application for listing +
o LR 3.3.2R Submit 48 hour docs to FCA by 12pm 2 BUSINESS days before listing hearing *Skip weekends • If neither test applies / both exempt = no prospectus *But consider financial promotions + advertisements o 2. If admission = detrimental to investors’ interests
§ 1. Listing application
TEST 1 *PR 1.2.1
§ 2. Approved prospectus Exceptions to disclosure
• S85(1) FSMA Offer to public? à If no, move to test 2
§ 3. Written confirmation of no. of shares to allot • S87(B)(1)(a)-(c) FSMA *PR 2.5.2R FCA authorises omission if –
o S102B Defines ‘offer of transferable securities to public’ = broad
o Conditional trading commences (grey market) = conditional on admission occurring o Minor importance /
§ (3) Communication in any form + means
o Contrary to public interest /
• 6) Admission hearings à Monday 17 March § (1) Presents sufficient info on transferable securities to be offered + on terms that enable
o Disclosure = seriously detrimental to issuer + omission ≠ likely to mislead public
o LR 3.3.3R Submit shareholder statements before 9am on hearing day investor to decide whether to buy
• PR 2.5.3G To omit, issuer must apply to FCA, in writing, citing 1/more grounds
§ (2) Offer made to 1 person in UK = deemed offer to public
• 7) ADMISSION (company floats)à 18 March § (4) Incl. via intermediary
o FCA + LSE announce shares admitted to listing + trading
AIM
o ∴ Placings require prospectus, unless exempt
o Unconditional trading commences
• Exemptions:
o Issues share certificates + credits CREST accounts
o 1) S86(1) Exempt Offers, e.g. placings
§ (a) Qualified investors
§ (b) < 150 • AIM: For smaller, growing companies ≠ meet Main Market requirements
o 2) Exempt Securities • Regulated market: Main Market, not AIM
§ Parts 1 + 2, Sched 11A FSMA + PR 1.2.2R Lists securities that can be offered to public w/o • Prescribed market: Both *AIM = RIE + prescribed market, NOT listed company ∴ LRs ≠ apply
prospectus, e.g. takeovers, mergers, scrip dividends, bonus shares ADVISERS
TEST 2 • 1) AIM Rule 1 Appoint Nomad at all times
• S85(2) Trading on regulated market? Not AIM o 1) Decides if company = appropriate for AIM admission VS. Main Market: FCA
• Exempt Securities: § AIM Rules for Nomads Prescribed due diligence checks
§ Parts 1 + 2, Sched 11A FSMA + PR 1.2.3R < 10% shares of same class already admitted to trading o 2) Manages float process
§ Not IPOs o 3) Advises AIM company during listing + throughout AIM-listed life
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