The accounting rules issued by US and EU standard setters governing various forms of "business combinations" — respectively referred to as FASB 141 and IFRS 3 — pose risks and opportunities for deal-makers. Consequently, these rules are likely to shape how you negotiate and structure your next capital market transaction.

If this is your situation

• You are a private company with no previous experience in accessing the capital markets.
• You need to understand which market is right for you and what regulations and market practice you will need to comply with.
• You are unclear as to who should be on your advisory team, what you should expect from them, and what might be a realistic timetable for your transaction.
• Your financial record is complicated by a re-organisation, demerger of operations, or changes in accounting policies and you need to understand how that should be presented to investors.
• You need additional knowledge and resources to project manage your transaction as your own resources and management time will be fully stretched during the process.
• You want to avoid any pitfalls in terms of successfully keeping to your timetable.
• You need help in understanding how to continue to comply with regulation and investor expectation once you have become a public company.

How we can help?

For companies seeking to raise debt or equity capital in the capital markets, PwC offers an independent view of the critical issues involved in accessing a particular capital market. Our advice is tailored according to whether you are a small, entrepreneurial company unfamiliar with the IPO process, or a sophisticated national or multinational company that regularly taps the international capital markets.

BSK provides advice at all stages of the process, from preparing for operation as a public company, selecting the right capital market, and establishing the right team of Pre-IPO workshops.

• Project management
• Conversions to IFRS or US, UK, or other national GAAP
• “Long-form” and working capital due diligence reviews
• Corporate governance and systems reviews
• Market and operational due diligence
• Resolving issues with stock market regulators
• Other reports required by regulatory authorities, to advising on regulatory issues.
• This advice includes compliance with listing rules. In addition, we help companies convert to IFRS or US or UK GAAP; establish the right project management structure; and anticipate the potential pitfalls in preparing for public capital markets.