FAQ

Procedural Q&A

Q.1         How do I sign up as an Investor or Adviser or Entrepreneur?

Q.2         How much does FiSMA charge?

Q.3         I have registered under an email address but have now changed that email address. What shall I do?

Q.4         I am an Adviser and would like place documents on behalf of my clients on FiSMA. What shall I do?

Q.5         I forgot my password. How do I get a replacement?

Q.6         How do I remove my name from the Investor list?

Q.7         Are all payments made in advance? Can I pay 30 days after receipt of invoice?

Q.8         What documents can I put on the FiSMA web site?

Q.9         What is the recommended size of the summary?

Q.10      I am registered as an Entrepreneur but cannot view other Entrepreneurs’ business plans. Why?

Q.11      What levels of security does the site use?

Q.12      Tell me about FiSMA’s mission.

Q.13      Tell me about the rating system on FiSMA?

Q.14      Explain again the procedures for registration.

Q.15      Please explain FiSMA again.

Legal/Regulatory Q&A..

Q.16      Do I qualify as a high net worth individual?

Q.17      Do I qualify as a sophisticated Investor?

Q.18      Please provide an overview of UK law on fund raising from private individuals.

Q.19      What is the FiSMA code?

Q.20      When are prospectuses not required under English law?

Q.21      I am a limited company not a plc.  Can I offer my shares on the FiSMA website?

Q.22      Do you help companies trade their shares?

Q.23      What is FiSMA’s regulatory status?

Q.24      What about confidentiality?  If I put up information about my business it will be seen by all Investors.  This could be commercially damaging.

FiSMA Directors Q&A..

Q.25      Who are the Directors of FiSMA?

Your use of this web site is subject to Fisma Limited’s terms and conditions [link to T & C].  If there is any discrepancy between the information provided in these questions and answers (or elsewhere on this web site) with the terms and conditions then the terms and conditions shall prevail.

Procedural Q&A

 

Q.1       How do I sign up as an Investor or Adviser or Entrepreneur?

Registering with the FiSMA web site is free of charge. All you need to do is complete a simple on line registration form which consists of contact details and date of birth and then accept the FiSMA Terms and Conditions.  Investors and Advisers have to satisfy additional requirements and both Advisers and  Investors only gain access if they are able to certify they are high net worth or sophisticated.

If you open a Project Room then you must pay a modest monthly charge once you open it to Investors or after [30] days.

To report a technical problem please contact technical@fisma.org.

Q.2       How much does FiSMA charge?

FiSMA is a not for profit organisation seeking to promote entrepreneurial activity in the UK.  Where it can it will seek to recover its reasonable costs.

FiSMA is free to Members except when they wish to open a Project Room.  Any Member can open a Project Room.  Typically a Project Room will be used by an Entrepreneur to set up his or her project.  Initially perhaps the Entrepreneur will invite in others (such as an Adviser or an existing Investor or the finance director) to help prepare the project.  Once ready the Entrepreneur can press a button and open the Project Room to Investors.  Alternatively the room can just be used for a selected group of colleagues, existing Investors or friends to keep the select group informed about a particular project.

Use of a Project Room is free until the earlier of opening to Investors and [30] days.  The price for a Project Room is intended to be when charging starts at around £10 a month with discounts applying for longer periods when paid in advance.

All prices listed are exclusive of VAT and are subject to FiSMA’s Terms and Conditions.

Q.3       I have registered under an email address but have now changed that email address. What shall I do?

Log in with your old email address and go to personal details link. Change your email address on the form, confirm your password and submit. When you next log in please use your new email address.

Q.4       I am an Adviser and would like place documents on behalf of my clients on FiSMA. What shall I do?

If you are a Corporate Adviser, Solicitor or Accountant you need to register yourself with the FiSMA web site but please note FiSMA will only allow in Advisers who are able to certify they are high net worth or sophisticated.  This is because Advisers are allowed to see the same financial promotions as Investors.  Once registered you can open a Project Room invite in some contacts and when the appropriate documents are uploaded you can if you wish open it to Investors. 

Q.5       I forgot my password. How do I get a replacement?

Within the log in box is a link ‘Forgotten your password’. Click this and follow the instructions and a new password will be forwarded to you.

Q.6       How do I remove my name from the Investor list?

If you wish to be removed from the list of Investors please email your request to admin@fisma.org.

Q.7       Are all payments made in advance? Can I pay 30 days after receipt of invoice?

FiSMA Limited is a not for profit site and costs are kept as low as possible.  The monthly payments for having a Project Room are modest and all payments must be made in advance.  Invoices will be automatically generated [and available to print/will be sent by email].

Q.8       What documents can I put on the FiSMA web site?

You may choose what documents you put on the web site but bear in mind that, if you are seeking to raise capital, in order to attract Investors these documents should provide the information that potential Investors will find useful. Typically the type of documents that Entrepreneurs place on the FiSMA web site are executive summaries, business plans, accounts, private placement memoranda, prospectuses and company brochures.  Public companies can offer their shares to the public but private companies must not do so and therefore private companies must not put up offers or application forms.

Q.9       What is the recommended size of the summary?  

The summary acts as a quick reference for Investors and therefore it needs to be brief and to the point. We suggest the summary should be between 150 and 500 words.  The maximum length of the summary is 500 words.  The summary will appear on the Project Room page, and is emailed to Investors who have requested information on that sort of investment opportunity.

Q.10     I am registered as an Entrepreneur but cannot view other Entrepreneurs’ business plans. Why?

This is correct. Other Entrepreneurs’ business proposals are only available to those who self-certify as high net worth or sophisticated Investors.  This is because of the way that financial services law operates in the UK.

Q.11    What levels of security does the site use?

All users are required to use a user name and password to access the web site. Once charging starts the intention is all payments will be conducted via Sagepay.

Q.12    Tell me about FiSMA’s mission

A:             FiSMA’s mission is to promote enterprise in the UK.  It brings together entrepreneurial companies (and/or their Advisers) with Investors.  FiSMA is run on a not-for-profit basis although it does seek to recover reasonable costs.  The FiSMA web site is intended to be complimentary to and not a substitute for suitably qualified Advisers who market securities and give investment advice. FiSMA’s policy is to encourage all companies raising capital to employ suitably qualified Advisers but do not insist on it on the basis that we appreciate early stage companies do not always have the resources to do so.

Q.13    Tell me about the rating system on FiSMA?

FiSMA is intended as a utility to be used by its Members.  The 5 star system is a simple system to allow Members to pass on their views on investment opportunities in a quick but meaningful way.  Simply click on the star which you think best reflects the project you are rating.  If you want a more detailed list to help you rate a project, you could use the list below.

FiSMA – Project rating to be answered by potential Investors

[Note: 10 simple questions to be answered yes or no]

Market

 

 

 

1.

Does the company's product exist in a form that is sellable?

Yes

No

2.

Can the company prove a well-defined customer need and a ready market for its product?

Yes

No

3.

Is the product easily scalable?

Yes

No

4.

Are there reasonably high barriers to entry for competitors?

Yes

No

Management

 

 

 

5.

Has the team worked together before?

Yes

No

6.

Has at least one team member shown he or she can make money?

Yes

No

7.

Has the team the necessary professional technical and management experience for the business?

Yes

No

Finances

 

 

 

8.

Does the company have revenues?

Yes

No

9.

Can the company demonstrate that its product or service has reasonably high margins?

Yes

No

10.

Can the person controlling finances demonstrate experience of tight control and is there a believable exit strategy for Investors?

Yes

No

Score

[number of yes’s]

l

 

 

Q.14    Explain again the procedures for registration?

Procedure for Investor Registration

Click on “Sign up” in the blue Investor box on the FiSMA Home Page..

-       Complete on line registration form. This form consists of your address, contact details, date of birth, nickname and password.  You must complete the Nickname.  By using a Nickname which is not your real name you will be able to communicate on FiSMA without revealing your identity until you choose to do so.

-       Accept FiSMA Terms & Conditions.

-       Submit registration form.

-       You will be automatically directed to the self certification process.  To register as an Investor you must be able to self certify as a high net worth Investor or sophisticated Investor.

-       Select High net worth Investor or Sophisticated Investor.

-       Agree (if you are able) to a self-certification statement. The main point of the statement is to confirm that you are aware of the financial risks involved when investing in unquoted securities.

-       An email containing your certificate will be sent to you.  The certificate remains valid for up to one year.  You will be reminded before it expires. Use your user name and password to log in to access Project Rooms and related documents.  You can access Entrepreneurs’ Project Rooms and the investment opportunities as well as any Project Rooms you create or you are invited to join by a Group.

-       As a certified registered Investor you are able to view executive summaries, business plans, prospectuses and other related documents that have been disclosed on the FiSMA web site.

-       Investors may, by setting their own investment preferences, automatically receive email notifications informing them of newly registered Entrepreneurs and Project Rooms and newly disclosed documents as and when they appear on the FiSMA web site. These preferences may be adjusted at any time if so desired.

-       As an Investor you may create your own private Project Rooms. 

-       For a limited time Project Rooms are free but normally you will be directed to the payment facility where you can pay for Projects using Sage Pay..

-       Before you can create a Project you must complete your profile. 

-       You need to complete all other Project information such as Short Description.  Attach Word file of business proposal overview. This should just be a couple of sentences.  You also need to complete Project Details.  This can be a longer description of your Project which will be sent to interested Investors.  We suggest you use between 150 and 500 words.  The maximum is 500 words.

-       You can invite others to be involved in your Project by adding their email addresses.  They will get an invitation email but in order to see your project if they are not already a FiSMA member, they will have to register with FiSMA.  They can register either as an Entrepreneur, or if they are able, as an Investor or Adviser.

To report a technical problem please contact technical@fisma.org.

Procedure for Entrepreneur Registration and Document Display

-       Click on “Sign up” in the green Entrepreneur box on the FiSMA Home Page.

-       Complete on line registration form. This form consists of your address contact details, date of birth password and nickname.

-       Accept FiSMA Terms & Conditions.

-       You will be invited to create your first Project.  For a limited time this is free but normally you will be directed to the payment facility where you can pay for Projects using Sage Pay.

-       Before you can create a Project you must complete your profile to include your company name and address. 

-       You need to complete all other Project information such as Short Description.  Attach Word file of business proposal overview. This should just be a couple of sentences.  You also need to complete Project Details.  This can be a longer description of your Project which will be sent to Investors.  We suggest you use between 150 and 500 words.  The maximum is 500 words.

-       You can invite others to be involved in your Project by adding their email addresses.  They will get an invitation email but in order to see your project they will have to register as a FiSMA member.  They can register either as an Entrepreneur, or if they are able, as an Investor or Adviser.

-        [You may submit files in Microsoft Word, Excel, Power Point or PDF format. If files are submitted in Word, Excel or Power Point then we will convert them to PDF on your behalf. All documents appear on the web site in PDF format.]

       To report a technical problem please contact technical@fisma.org

Procedure for Adviser

Select Adviser registration page.

-       Click on “Sign up” in the “Are you an Adviser?” box on the FiSMA Home Page

-       Complete on line registration form.  You must complete all the fields, including your firm’s website address.  You do not need to be FSA authorised in order to register as an Adviser but you do need to be able to self certify as a high net worth Investor or sophisticated Investor.

-       Accept FiSMA Terms & Conditions.

-       Submit registration form.

-       You will be automatically directed to the self certification process.  To register as an Investor you must be able to self certify as a high net worth Investor or sophisticated Investor.

-       Select High net worth Investor or Sophisticated Investor.

-       Agree (if you are able) to a self-certification statement.  The main point of the statement is to confirm that you are aware of the financial risks involved when investing in unquoted securities.

-       An email containing your certificate will be sent to you.  The certificate remains valid for up to one year.  The site has a reminder facility.

-       Use your user name and password to log in to access Project Rooms and related documents.  You can access Entrepreneurs’ Project Rooms and the investment opportunities as well as any Project Rooms you create or you are invited to join by a Group.

-       As a certified registered Adviser you are able to view executive summaries, business plans, prospectuses and other related documents that have been disclosed on the FiSMA web site.

To report a technical problem please contact technical@fisma.org.

 

Q.15    Please explain FiSMA again

FiSMA provides an easily accessible on line environment for UK entrepreneurs and SMEs to gain access to finance and for Investors to source new investment opportunities.

Register as an Entrepreneur and you…

benefit from an on line medium on which you may post your business proposal, executive summary or other related documents that you have prepared as part of your fund raising exercise.

Register as an Investor or Adviser and you…

acquire on line access to business proposals, executive summaries, prospectuses and other documents that have been prepared by a wide range of companies currently seeking investment capital plus the ability to create your own private Project Rooms to communicate with your own Group.

FiSMA…

Features company specific discussion boards, search tools and automatic notifications for Investors plus the ability to communicate in real time by Chat and Skype and by private messaging.  FiSMA also allows all members to create Project Rooms with separate confidential side rooms.  You can use private Project Rooms to communicate only with invited members of your Group.

JOIN THE FiSMA COMMUNITY

If you are an Investor seeking opportunities or an Entrepreneur seeking investment Adviser sign up to proceed.

FiSMA is an inexpensive, neutral on line route for UK entrepreneurs and SMEs to gain access to equity capital.

Registration is free.

FiSMA does not charge success fees or commissions.

Members can open a virtual communication room and post executive summaries, business plans, private placement memoranda or prospectuses in return for a small monthly fee (currently free for a limited time).

Investors get access to this communication room.

Investors make direct contact with the featured Entrepreneurs and/or their Adviser.

FiSMA is a not-for-profit organisation, set up in 2003 to help promote enterprise in the UK.

FiSMA also provides a FREE self-certification and renewal process for Sophisticated Investors and High Net Worth Individuals.  This includes an email with your certificate.  These renewable FiSMA generated certificates may also be used by holders for financial promotions outside of the FiSMA arena.

FiSMA assists:

  • Entrepreneurs communicate their business proposals to Investors.
  • Investors locate investment opportunities (while preserving anonymity).

FiSMA does not charge commissions or success fees nor does it interfere with the Investor/Adviser/company introductory process.

HOME OF THE ARMCHAIR INVESTOR

FiSMA’s aim is to be instrumental in bridging the equity gap which currently hampers the growth of a true UK enterprise culture.

You should be aware that FiSMA has no responsibility for the accuracy of any of the documents displayed on this web site.

FiSMA registered Investors (depending on their self-selected investment preferences) are alerted immediately via email that a document has been posted. Once logged on to the web site Investors are able to view the document on line and if interested they contact the company or the Adviser. 

FiSMA does not charge any form of commission or success fees. Investors are able to register free of charge. The only applicable charges are for the posting of documents on the web site.

Legal/Regulatory Q&A

 

Q.16    Do I qualify as a high net worth individual?

You can only register as an Investor or Adviser if you are able to certify yourself as either a high net worth individual or a sophisticated Investor.  You only qualify as a high net worth individual for FiSMA if at least one of the following applies -

  • (a) you had, during the financial year immediately preceding the date of registration (or certificate issue date), an annual income to the value of £100,000 or more;
  • (b) you held, throughout the financial year immediately preceding the date of registration (or certificate issue date), net assets to the value of £250,000 or more. Net assets for these purposes do not include -
    • (i) the property which is your primary residence or any loan secured on that residence;
    • (ii) any rights of yours under a qualifying contract of insurance within the meaning of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; or
    • (iii) any benefits (in the form of pensions or otherwise) which are payable on the termination of your service or on your death or retirement and to which you are (or your dependants are), or may be, entitled.

 

Q.17    Do I qualify as a sophisticated Investor?

You can only register as an Investor or Adviser if you are able to certify yourself as either a high net worth individual or a sophisticated Investor.  You only qualify as a sophisticated Investor for FiSMA if at least one of the following applies

  •  (a) you are a member of a network or syndicate of business angels and have been so for at least the last six months prior to the date of registration (or certificate issue date);
  • (b) you have made more than one investment in an unlisted company in the two years prior to the date of registration (or certificate issue date);
  • (c) you are working, or have worked in the two years prior to the date of registration (or certificate issue date), in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises;
  • (d) you are currently, or have been in the two years prior to the date of registration (or certificate issue date), a director of a company with an annual turnover of at least £1 million.

Q.18    Please provide an overview of UK law on fund raising from private individuals

Financial Services and Markets Act 2000 states a person “must not, in the course of business, communicate an invitation or inducement to engage in investment activity”.  This criminal offence is known as the Financial Promotion Restriction.  It does not apply, within limits, to communications by Authorised or Exempt persons or to communications to persons exempt under the Financial Promotion Order 2005.

FiSMA is an Exempt person but to fall into line with perceived public policy it adds an extra regulatory layer.  The following persons may receive financial promotions without breaching the law:

 

  • A Self Certified High Net Worth Investor (self certifies as having an annual income in the last financial year in excess of £100,000 or net assets of £250,000 or more (excluding primary residence, certain insurances and pensions)).

 

  • A Self Certified Sophisticated Investor (signs an appropriate certificate, which confirms that he or she is qualified to make investments and acknowledges his awareness that he or she may lose all his or her property).

 

www.fisma.org provides FREE self-certification as well as email reminder services because certificates are only valid for a maximum of 12 months.

 

FiSMA also enables Entrepreneurs, at very low cost, to post their business plans which can be seen free of charge by Investors. 

 

FiSMA does not solve all the problems of marketing securities to private individuals but it is part of the solution and it does help to create awareness and to generate interest.

 

FiSMA is not for profit set up to promote enterprise in the UK. The intended benefits of www.fisma.org are:

·      Entrepreneurs: help them to communicate their business proposals to Investors;

·      Investors: provide investment opportunities (while preserving anonymity);

·      Communications: Investors are invited to make direct contact with the featured companies and/or their Adviser.  FiSMA does not get in the way nor interfere with this process. 

·      Cost: FiSMA does not charge commissions or success fees. It leaves such fees to the exclusive preserve of professional Advisers.

·       

FiSMA has built a robust computerised system for self-certifying and provides it free to Investors.  Documents are displayed in a legally compliant way.

 

Q.19    What is the FiSMA code?

1.     You agree to act honestly in all your dealings with other users of FiSMA.

2.     You agree to show respect and politeness to other users of FiSMA. 

3.     You will not assist any person to breach the FiSMA Code or applicable law.

4.     You must comply with company law, financial services law and any professional rules applicable to you.

5.     You will respect the confidentiality of, and not steal the property of, other users of FiSMA.

6.     You will give feedback that is honest and helpful to other users of FiSMA.

7.     You must not put any information on the site unless you:

(a)             believe it (excluding opinions, views and forecasts) is true;

(b)            believe any opinions, views and forecasts contained in such information are honestly held; and

(c)             do not deliberately omit any material matter of which you are aware which makes such information to your knowledge, inaccurate or misleading.

Q.20    When are prospectuses not required under English law?

Under the Financial Services and Markets Act 2000 and its related legislation either (or both) of the following triggers the requirement for a prospectus:

  1. A public offer of transferable securities in the EU;
  2. The admission of transferable securities to trading on an EU regulated market.

There are certain exemptions to both or either of the triggers contained the in Financial Services and Markets Act 2000 and the Prospectus Rules. 

What is a Public Offer?

There is an offer of transferable securities to the public if there is a communication to any person which presents sufficient information on the securities and the terms on which they are to be offered to enable an Investor to decide to buy or subscribe for the securities in question. 

What is a regulated market?

In the UK the following markets are “regulated markets” for the purpose of the prospectus requirements:

The Regulated Market of the London Stock Exchange;
ICE Futures Europe;
The London Metal Exchange;
EDX;
LIFFE;
The PLUS-listed market

·      Note that AIM is not a “regulated market” and so admission to AIM will not require a prospectus (provided there is no offer to the public).

Once it has been decided that there has been either a public offer or an admission to trading on a relevant market, or both, a prospectus will be needed unless there is a relevant exemption.  Where transferable securities are being offered to the public and are being admitted to a regulated market, the issuer will need to find exemptions that apply to both the public offer trigger and the admission to market trigger in order to avoid the need for a prospectus.  The following section lists examples of some of the exemptions for the public offer trigger.  These questions and answers do not deal with admissions to market.

 

SOME EXAMPLES OF EXEMPT PUBLIC OFFERS

  • Consideration less than EUR 2.5 million: Where the total consideration of the offer is less than EUR 2.5 million.  This will increase to EUR 5 million on or before 1 July 2012.  The Government has stated that it wishes to increase this threshold before then.
  • CIS: Units in an open-ended collective investment scheme;
  • Scrip Dividend: Free of charge scrip dividend;
  • Employee Offer: Offer of securities to existing or former directors or employees by their employer or by an affiliated undertaking;
  • 100 Persons: Offers made or directed at fewer than 100 persons, other than qualified Investors, per EEA state.  This will increase to 150 before 1 July 2012.  The Government has stated that it wishes to increase this threshold before then.  Note that offers by financial intermediaries are treated as those of the issuer.
  • Minimum Consideration: Where the minimum consideration that may be paid by any person is at least EUR 50,000.  This will increase to EUR 100,000 before 1 July 2012;
  • Maximum Consideration: Where the total consideration for the transferable securities being offered cannot exceed EUR 100,000 (to include all offers open at any time within the last 12 months relying on this exemption)[1].

Q.21    I am a limited company not a plc.  Can I offer my shares on the FiSMA website?

A private company commits an offence if it offers its shares to the public (S.755 Companies Act 2006).  An offer is not treated as made to the public if it can properly be regarded (S.756 Companies Act 2006): “a. as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer; or b.     as being a domestic concern of the persons receiving and making it.”

This means that when raising money for private companies you must be very cautious before attaching an application form.  Normally it is done in a stepped process.  Initially there is a business plan (which must not contain an offer) or other communication to Investors.  If an Investor likes what he or she sees a dialogue starts which may lead to a specific letter to or agreement with that Investor.  This process makes it clear that the application form or subscription agreement is not open to anyone other than the named Investor.  The matter is complicated by S.755 Companies Act 2006 which states it is evidence that an allotment of shares was made with a view to their being offered for sale to the public if an offer to the public is made within six months after the allotment.  Raising equity capital for private companies whose shares are thereafter to be traded is a complex process.

Thus business plans (or information memorandum) circulated by private companies ought not to contain an offer of securities.  Offers should only be made when the number of Investors have been narrowed to a select few and then offers then made to them individually (orally or in writing).

Q.22    Do you help companies trade their shares?

FiSMA’s objective is to help companies access capital.  It does not intend to have any form of trading facility for shares.  FiSMA feels that the market for trading shares is adequately catered for elsewhere.  However the Project Rooms could be used as a starting point to find buyers for minority or majority sales in Companies.

Q.23    What is FiSMA’s regulatory status?

S.19 Financial Services and Markets Act 2000 states “no person may carry on a regulated activity in the UK unless he is an authorised person or an exempt person”.  It is arguable that part of FiSMA’s activity might be carrying on the regulated activity of “arranging deals in investments”. 

FiSMA was incorporated in April 2003 and has always operated as a not for profit company promoting private enterprise in the UK and as such when FiSMA carries on any activity which could be classified as a regulated activity FiSMA is an exempt body by virtue of Financial Services and Markets Act 2000 (Exemption) Order 2001.  In addition the Financial Promotion Restriction does not apply to FiSMA by virtue of the way in which FiSMA operates.

One of the exemptions on which FiSMA relies has its roots in legislation made by Michael Heseltine (former deputy Prime Minister) who told FiSMA’s founder that his staff was always producing legislation that was far too burdensome and was delighted to create exemptions such as the one that applies to FiSMA.

 

Q.24    What about confidentiality?  If I put up information about my business it will be seen by all Investors.  This could be commercially damaging.

If you raise capital by using a prospectus then you must comply with the prospectus standards.  If you use a private placing memorandum then there must be no omissions which make the information you provide misleading.  This does not require you to make public disclosure of all information that could be potentially damaging to your company through our website.  However there is a requirement in our terms and conditions that anyone seeking to raise capital will fairly disclose information to persons introduced through the site.  Please note our terms and conditions (e.g. 5.3 and the Fisma Code) do have high standards for those using our facilities to raise capital.  However they are intended to be subjective standards (e.g. “you honestly believe…”) rather than the objective standards set out in Prospectus law (e.g. a prospectus shall “contain all such information as Investors would reasonably require, and reasonably expect to find there…”). 

In addition Project Rooms are set up initially as private and then the Project Leader has control over whether to allow in Investors.  If he or she does so initially Investors only get in to see whatever documents the Project team discloses.  If an Investor is interested he must accept a confidentiality agreement and then ask for access to additional information and such access is subject to the Project Leader’s approval.  The Project Leader gets access to parts of the Investor’s profile.

FiSMA Directors Q&A

 

Q.25    Who are the Directors of FiSMA?

Tom Mackay and Jennifer Carter Shaw

 

Tom's career:

·      Over 20 years as a corporate/commercial solicitor in private practice mainly as a partner in international law firms in the City plus 15 years as head of legal departments at 3i PLC and the London Stock Exchange.

Tom has been fortunate to experience a number of firsts. Illustrations of these include:

·      When Tom was at 3i PLC they were controlled by Bank of England and UK clearing banks and were hugely innovative during a period when they grew their business to about 4,000 investments.  When the concept of management buy outs in the UK was being developed Tom acted as the investment lawyer on the first two true management buy outs in the UK. The idea then of MBOs was to release the energy of experienced middle management by finding structures to make them truly motivated to succeed.

·      While at the London Stock Exchange one of Tom's projects was acting as lead lawyer rewriting the Listing Rules where he worked on making it more accessible and understandable to a broader range of Adviser.

·      When he became a partner in private practice he was encouraged by his friends at the Exchange to qualify also as a Sponsor and acted as solicitor and Sponsor for 5 companies to the Main Market.

·      He automated the production of a prospectus and was the first lawyer to put a prospectus on the web which was compliant with UK legal requirements.

·      During the dot.com era, Tom worked on a lot of fundraisings for internet companies. When he was making money from software engineers one of his clients persuaded him to give something back and in 1998 he set up TomsLaw as a website giving free precedent documents to entrepreneurs and their Investors.

·      He set up FiSMA in 2003 on a not-for-profit basis helping entrepreneurs communicate with Investors.

Tom is experienced in corporate and financial services law and has served on numerous government and Law Society committees.  Contact tom@fisma.org

 

Jennifer’s career:

Jennifer was born in England and trained in London, Belgium and Germany and qualified as a solicitor in the City of London. She became a partner in private practice in London ten years ago with a focus on advising entrepreneurs and their growing companies.

Jennifer has for all of her career specialised in both commercial legal agreements and corporate finance transactional work. She advises on all commercial law concerns affecting entrepreneurs including supply agreements and IT agreements, with a specialised knowledge of European law.

She has a wealth of experience in corporate work with a focus on private capital.

She is a published author on capital financing for small and large companies. Previously, Jennifer was a member of the technical legal committee of the QCA, a lobby group representing smaller quoted companies.

All users of this web site are subject to the FiSMA Terms & Conditions.  The above is only a general review of the subjects covered and does not constitute legal advice which will vary depending on the circumstances of each case.  No legal or business decision should be based on the contents of these questions and answers. Contact jennifer@fisma.org



[1] S 86 Financial Services and Markets Act 2000

 

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