Articles by ‘James Worrall’

In the third article in a series on protecting buyers’ value in M&A deals, partner James Worrall in our Corporate team discusses tax covenants – how they differ from warranties and indemnities, when they are used and what function they have in a share purchase agreement.

In the second article in a series on protecting buyers’ value in M&A deals, partner James Worrall in our Corporate team discusses indemnities – how they differ from warranties, when they are used and what function they have in a share purchase agreement.

RWK Goodman has been shortlisted for Corporate Law Firm of the Year at the 2020 South West Dealmakers Awards.

As anyone who’s read a share purchase agreement knows, the largest section therein is generally the warranty schedule. This schedule contains often dozens of pages of statements about the target company or group, covering matters ranging from details of its share capital to its tax affairs.

RWK Goodman have advised long time client, £1.5bn asset under management wealth management group Fidelius Financial Holdings on a complex deal leading to the creation of a powerful new strategic partnership with Pacific Asset Management (PAM), the core asset management business of Sir John Beckwith’s Pacific Investments.

The immediate impact of Covid-19 on UK M&A manifested in April, with the month seeing the lowest level of activity since September 1985. Yet, even amidst uncertainty, it would be unwise to give up on M&A in 2020. Partner James Worrall puts forward his predictions for the markets.

The Department for Business, Energy and Industrial Strategy, in conjunction with the Financial Reporting Council have issued a further Q&A offering guidance to companies in relation to statutory filings, AGMs and other general meetings.

The International Corporate Governance Network (“ICGN”), the investor-led organisation that promotes effective corporate governance standards and stewardship globally has published an open letter offering its view on corporate governance priorities during the coronavirus pandemic.

The Chartered Governance Institute (“ICSA”) has published guidance for companies on holding virtual board meetings.

The Chartered Governance Institute (“ICSA”) has now published further guidance for listed companies on holding valid AGMs in light of the government imposed stay at home measures.

With City A.M. reporting that dealmaking activity in the UK has unsurprisingly slumped in response to the effects of the global coronavirus outbreak, what does this mean for buyers, sellers and funders currently involved in transactions in the UK?

HMRC has announced a change to its process for stamping stock transfer forms and form SH03s and the payment of stamp duty.