When buying a business, the purpose of due diligence is to enable a potential buyer to see the assets and liabilities that the business has and therefore what the potential buyer would be liable for if purchasing the business. Although Covid-19 hasn’t changed the purpose of a Due Diligence Questionnaire, it has made asking certain questions more important so that a buyer is fully appraised of risks, and in some cases benefits (noting these could be short lived) relating to the impact that Covid-19 may have had on the business.

Photo by Amina Filkins from Pexels

Before proceeding with any acquisition, I would strongly recommend any buyer consider the following:

Staff

1. Were staff levels effected by Covid-19?
2. Did the business make use of the government’s job retention scheme (furlough)?
3. Did staff have a reduction in pay?
4. Were any staff made redundant?

Accounts

5. How are the accounts looking compared to previous years?
6. Was the business affected favourably or adversely by the pandemic?
7. Have sales been effected either way?
8. How did the particular business perform against similar competitors in the market?

Loans

9. Does the business have any additional loans or debts caused by COVID-19? In particular, has the company made use of any government support including CBILS?
10. What would be the impacts of failure to pay these back be and can the business afford it?
11. What where the terms of those loans?
12. What security was given?
13. Have the loans been used for the purpose that they were intended?

Operation of the Business

14. Did COVID-19 impact the way the business interacts with clients? Did meetings turn from face to face to online?
15. Was the business forced to make closures of departments?
16. Has the supply chain been effected?
17. What health and safety procedures have been effected to ensure that the business is ‘Covid-Secure’

Property

18. Has the business changed the way and where it operates from?
19. Are there any liabilities in respect of previous properties?
20. Where are the properties located and are there any ongoing risks of lockdowns?

The above is a brief overview of some of the considerations you should have as a buyer. By raising these additional questions and others, you can ensure you are fully appraised of the possible risks with the business you are buying, allowing you to cover any key concerns off in the contract, consider how you will address identified risks moving forwards and ultimately plan for a successful acquisition.

For further information and to find out how we can help, contact our Business Services Team on 01604 828282 / 01908 660966 or email BusinessServices@franklins-sols.co.uk.

Whilst many companies, together with their shareholders and directors are navigating the continuing disruption of the COVID-19 pandemic, some have made the decision that now is an opportune time to sell the business. What do buyers need to consider when pursuing a new opportunity at this time? 

The concept of “Caveat emptor” meaning “buyer beware” is integral to the approach to an acquisition and undertaking the due diligence process is one of the most crucial elements of the transaction Buyers must ensure that they are fully aware of all/any potential skeletons that may be lurking in the closet to expose risks and liabilities. Government imposed lock downs as well as global restrictions caused by the pandemic, coupled with social distancing rules have caused unprecedented disruption to businesses. This makes the due diligence process more important now, than ever.

The due diligence process is largely bespoke, by raising enquiries specific to the target company, its business undertaken and the particular industry or sector in which the company operates within. In terms of COVID-19, buyers will want to consider the following enquiries:

Contracts

Every company in some way will have been affected by the COVID-19 pandemic, which would have a knock on effect on the relationships they hold with their customers and suppliers. Buyers will want to analyse whether the target company is able to perform their obligations under existing contracts or if there is a potential that another party is not in a position to carry out their obligations thus affecting the company. In the event that a contract has been terminated and invoked any force majeure rights, the Buyer will want to analyse what impact this will have on the target company to continue operating in the ordinary course.

Compliance

COVID-19 triggered emergency changes in law and regulations and implemented new initiatives with the aim of protecting against the effects of COVID-19. Consideration should be given to whether the company has been compliant with these changes and whether any element of the company’s business or sector is restricted in any way as a result of the changes implemented. 

Data Protection

Whilst working remotely and having employees working from home in response to COVID-19 may have its benefits, there is a heightened risk when it comes to Data Protection.  What has the company put in place to reduce the risk of a breach of Data Protection or potential cyber-attack? Has the company experienced any issues which if not dealt with could result in a breach? In view of new working practices the company should review policies in place for its employees.

Employment

Inevitably the pandemic will have affected those employed by the company, whether this is through absence as a result of isolation from contracting the virus or due to a health condition which puts them into the clinically extremely vulnerable or clinically vulnerable categories.  Has this impacted the business of the company? Have health and safety procedures to ensure a safe working environment been put in place for those who cannot work remotely? Are there policies for employees to work remotely from home? Has the company had to make the tough decision to make any of its employees redundant or furlough its employees? 

Finance

Whilst COVID-19 triggered emergency changes in law and regulations, financial schemes and other measures were put in place to support UK businesses to protect them against financial issues as a result from the pandemic. Consideration should be given to what financial support has been obtained and whether this has been accounted for in the appropriate manner or what support is the company eligible for which can be obtained following the completion of the transaction.

Insurance

To protect the business a company may have sought to claim against their insurance policies, in particular claiming for business interruption losses as a result of COVID-19. Enquiries will need to be raised to ensure that the claims have been properly dealt with and whether as a result of such a claim this has affected the insurability of the company in the future.

IT Systems

With new working practices implemented for the foreseeable or even the new normal for the company, can the company’s IT infrastructure deal with and support secure remote working. Has the company needed to increase the licenses held or review terms of any of its licenced software? Are there any issues with the IT infrastructure which will hinder the ability to have increased demand as a result of the pandemic?

Tax

The buyer should always seek to understand the tax position of the company and the extent of any potential exposure of risk to the company. In view of changes to law, regulations and implementation of financial assistance as a result of COVID-19 it is more prevalent to understand the additional tax risks the company may be exposed to as a result of obtaining assistance during this unprecedented time.  Whilst we cannot advise on tax issues, additional enquiries should be raised and responses on the same can then be discussed with your accountant or financial advisor.

The above mentioned points of consideration are by no means an exhaustive list, the intention of the due diligence process and the questionnaire is to ensure that the buyer knows every detail about the company, big or small, good and bad every cupboard should be checked.

The due diligence process is not just a benefit to the buyer, but in turn protects the sellers position by giving the buyer actual knowledge and negates the sellers liability for any potential breach of warranty, which has been negotiated under the requisite agreement in play to govern the testosterone gel stacking oriental testosterone transaction.  Whilst the due diligence process is generally undertaken at the start of the transaction, more companies are deciding to undertake the process prior to the point of a sale being negotiated. This not only ensures the company, its shareholders and directors are prepared for the process, but helps to identify and take any necessary action to address those identified points that need dealing with, such as ascertaining ownership of intellectual property or reconstituting statutory books.

If you are interested in buying or selling a business and would like more information in relation to the Due Diligence process then please do not hesitate to contract our experienced team on 01604 828282 / 01908 660966 or email BusinessServices@franklins-sols.co.uk.

Due to the outbreak of Covid-19 and the lockdown, the Courts in England and Wales have adapted to new methods to ensure that cases continue to be heard. As such, telephone and video hearings are becoming the new normal and will likely stay for the foreseeable future. 

We share our top tips on what to do before and during a remote hearing. 

Before the hearing: 

1. Read the Court Order and familiarise yourself with any joining instructions before the hearing. 
2. If you are representing yourself, do not forget to provide the Court with your contact details. If you are being represented, make sure your solicitors have your updated contact details on file to provide to the Court.  
3. If you are represented during the hearing, make arrangements in advance for communicating with your legal team. You will need to ensure that you have agreed how you can contact your solicitor or barrister during the hearing.  
4. Have essential documents such as the Court Bundle to hand. This bundle will be referred to by the Judge and the legal team during the hearing; having a copy open will mean that you can follow what is going on more easily.  

During the hearing: 

1. Ensure that your mobile or chosen device has sufficient battery to last throughout the hearing and/or you have a charger to hand. 
2. Mute your device. This will ensure that no background noise is picked up and heard in the courtroom. 
3. Make sure that you do not interrupt the Judge or another person whilst they are speaking as it can be difficult to know when it is your turn to talk when you cannot read body language. 
4. If it is a video hearing, dress appropriately as if you were in Court. The Judge and all others in attendance will be able to see you. 
5. Do not record the hearing, as it is contempt of Court to record any court hearing.
6. Make sure that you remain polite and courteous at all times.

If you need legal advice and assistance in relation to an upcoming remote hearing, call us on 01908 660966 / 01604 828282 or email info@franklins-sols.co.uk.

Tell us about Alzheimer’s Society and what your role is.

Alzheimer’s Society is the UK’s leading dementia charity. We campaign for change, fund research to find a cure and support people living with dementia today. Dementia is the UK’s biggest killer – someone develops it every three minutes and there are currently 850,000 people living with the condition in the UK.

My role is within the Legacies Team, we work to promote the importance of gifts in Wills to the charity. These incredibly special and personal gifts fund over a quarter of our work so they are absolutely vital for us to continue to help people affected by dementia.

What challenges have Alzheimer’s Society faced during the COVID-19 pandemic and what challenges have your supporters faced as a result? How have you overcome these challenges?

Living with dementia at any time brings challenges and the COVID-19 pandemic is making daily life much harder for many people living with dementia, their carers and their families. People with dementia have been the worst hit, accounting for more than a quarter of deaths, and many have been isolated from their communities and the networks they usually rely on. And of course many people are deeply concerned for their loved ones who may be particularly vulnerable to the virus itself, especially within care homes, with 70% of care home residents having dementia.

As a charity we have had to make changes to a number of our face to face services that support people affected by dementia in local communities. Our teams have worked hard to find innovative ways to reach those people most in need despite lockdown and social distancing  – conducting virtual sessions including our virtual “Singing for the brain” sing along, online meetings and delivering our Dementia Connect support service over the phone. Our frontline staff have made over 100,000 welfare calls to those in desperate need of support and we’ve also compiled the most up to date information on our website to give clear advice to those affected by dementia.

In terms of fundraising – many events such the London Marathon have been cancelled or postponed, which has affected our ability to raise money in the short term, however teams have also found new ways to raise these vital funds. For example, instead of hosting walks, our flagship Memory Walks will look a little different – we are asking people to complete their own walk wherever and whenever they choose in memory or celebration of a loved one. Cupcake Day has also become a virtual event that people can take part in at a time to suit them. We have also launched an emergency appeal which is helping to fund our vital support services.

In Legacies specifically, legacy gifts have become even more important than usual in these difficult times. As they are a stable stream of income to the charity and account for over a quarter of our income. They have been vital in allowing us to continue to support some of the most vulnerable in our society. But of course the Legacies team have also had to adapt to working virtually, as have our solicitor partners who have been finding innovative ways to support people in writing their Wills.

What difficulties do you foresee now we are coming out of lockdown and what support could help?

For people affected by dementia, the challenges of the pandemic are far from over. Of course none of us know exactly what will happen, but people with dementia are likely to continue to be seriously affected both by the direct and indirect effects of this pandemic. At the time of writing this, it’s also still unclear when face to face services will be able to resume safely for both our staff and service users.  However as a charity we are determined to raise awareness of the continued needs of people living with dementia in this pandemic – including holding the government to account on their decisions.

What message would you pass on to others?

Now more than ever is the time to support those causes most close to your heart – and we want to ensure Alzheimer’s Society can continue its vital work both in the short and long term. So whether it’s donating to our emergency appeal, taking on a virtual fundraising challenge, signing up to be a volunteer, or considering leaving a gift in your Will – people living with dementia need your help right now.

Jenny Platten, Legacy Marketing & Development Manager at Alzheimer’s Society | T: 07541 764855 | E: Jenny.Platten@alzheimers.org.uk

There is no doubt that COVID-19 has heightened the emotional stress and anxiety that divorce proceedings bring with them. I think most will agree that there is no perfect time to go through a divorce particularly where there are children involved given the emotional toll divorce and separation can take on families. The COVID-19 pandemic has unsurprisingly added to the uncertainty and anxiety that separation can bring.

It is still possible to get divorced and reach an agreement regarding the finances with your spouse during this time. Whilst the divorce process is fairly straight forward from a procedural point of view, the process itself is taking longer than usual due to the backlogs the Courts are experiencing with temporary closures and limited numbers of staff. Parties may wish to consider putting things off until the pandemic is over but prolonging the situation may cause further difficulties for separating families.  Parties have to consider the impact on their mental health and on their finances.  Parties are also encouraged to consider the changes in values of any assets that may be involved and needing to be dealt with.  This would include property, pensions and certainly businesses. Parties are encouraged to seek advice as every case is different and turns on the specific circumstances of that family or relationship.

Some parties may find that they are already in Court proceedings and want to know whether the hearings will continue.  In most cases, Court hearings are continuing and are being held remotely.  This is subject to the Court being able to accommodate that hearing.  Hearings are being prioritised by the Courts and consideration is given to the urgency of each matter on a case by case basis.  Whilst many Courts have had to close temporarily many are still accommodating remote hearings via telephone and video link such as Skype and BT Conferencing. 

Whilst the Court have been able to arrange some hearings remotely we have found that some hearings are being delayed or postponed.  In particular, there are hearings such as Final Hearings where it has been decided that it will be in the parties’ best interests to have those Final Hearings in person in Court.  This is to ensure that a fair trial can take place.  In those cases this does mean that the hearing may be adjourned until an “in-person” hearing can take place if that is the only option. It is at the Judge’s discretion and the parties are able to voice their concerns as to whether the hearing should proceed. 

Despite the difficulties that the Courts and parties are facing, there is no reason why work cannot continue as usual in between hearings and we are still here to assist where clients need us. Much of the work involved in divorce and financial remedy and children proceedings can still be carried out.

If you need advice and assistance, contact our Family Team on 01604 828282 / 01908 660966 or email Family@franklins-sols.co.uk.

The severity of the Coronavirus pandemic has led to all possession proceedings being stayed from 27 March 2020 until 23 August 2020. This has left many Landlords and Tenants alike unsure what will happen with their pending possession claim and how it will be dealt with after this date.

Following the publication of the Civil Procedure (Amendment No. 4) (Coronavirus) Rules 2020 which is due to come into force on 23 August 2020, it has become clear that the Court will not automatically begin to process stayed Claims. Instead, a new Practice Direction will come into force requiring one of the parties to provide a ‘Reactivation Notice’ confirming that they wish for the Claim to continue.

The requirement for a Reactivation Notice will apply to all stayed possession claims, unless they are brought on or after 3 August 2020. This means that any trial date that was set before 27 March 2020, will be vacated and will not be relisted until a Reactivation Notice is filed.

After a reactivation notice has been filed, the Court will provide the parties with at least 21 days’ notice of any hearing to be listed.

If you require assistance with a rental repossession claim please contact Amy-Jane Westaway, GCILEx, in our Dispute Resolution Team on 01604 828282 / 01908 660966 or email amy-jane.westaway@franklins-sols.co.uk.

Tell us about Care Advice Centre and what you do.

Care Advice Centre is a friendly, approachable team of independent social workers with vast experience of working within Adult Social Care. This gives our assessors a good understanding of the care and support system which can be complex and difficult to navigate. Some of our services include completing Mental Capacity Assessments, Benefits Advice, Needs assessments in line with the Care Act 2014, to mention a few. More of the services we provide can be seen on our website.

What challenges have you / your clients faced during the COVID-19 pandemic?

As social work is involved with helping people live better lives, this is usually carried out in discussion with the person and pre-COVID this has always been in their specific living environment. During this pandemic it has not always been possible to visit people in their own homes or in care homes therefore a need to be creative with arranging assessments has been the new way of working.

Remote working has been a valued method of carrying out assessments. The virtual assessments have not always been appropriate for some people due to different reasons and therefore this has meant work needed to be postponed until such a time that access to the different environments can be gained.

Some of the care homes or family representatives have not always been able to facilitate virtual meetings, however for those that have been completed virtually this has been a useful tool.

How have you helped your clients overcome these challenges?

One of the biggest aids during this time has been the ability to have virtual meetings with those that are able. Some care home have been able to facilitate this with appointments arranged days in advance.

For some people it has been possible to meet in their back yard or socially distanced within the home environment.

What difficulties do you foresee now we are coming out of lockdown and what support could you offer?

Initially there might be a reluctance by people to meet in their homes and care homes might still be wary of having visitors in their care environments.

Support could be provided to people by reassuring them that as a professionals we consider other people’s health as well as our own and will continue to follow government guidelines.

What have been your highs and lows during the last 3 months?

The highs have been the willingness of some people trying to facilitate meetings even when they have not worked out as anticipated.

People appear to have been more tolerant during this time as they realise that everyone is in the same position.

There has been good joint working with professionals and family members.

There has also been a lot of phone advice with people calling back and requesting further support from Care Advice Centre.

There have been a lot of people realising they need to plan for the future and a surge in the number of people making contact for these different services.

Tell us about MacIntyre and what your role is.

My name is Lorraine Devereux and I am Corporate and Events Fundraiser for MacIntyre, a national charity that provides care, support and education for more than 1,200 children, young people and adults with a learning disability and/or autism.

What challenges have MacIntyre faced during the COVID-19 pandemic and what challenges have your supporters faced as a result?

There have been many challenges for MacIntyre over the last 3 months and we continue to face them.  Many people we support have been in lockdown and shielded and continue to be at the present time, missing regular contact with friends and family and adjusting to a total change of life overnight.  For the majority of the adults we support daily routine offers stability, a sense of feeling safe and happy so the impact on lives has been huge.

For those supported through our day services and outreach, learners have missed regular sessions and routine and we have worked hard to try to support them and their families remotely. 

At MacIntyre School, children who are supported term time have also not seen friends and family, for those children who went home before lockdown, we have continued to provide support to them and their families.

Technology for all of these services and the people we support has proved invaluable – sadly not all services have enough of that technology available, so fundraising has been working hard to secure additional funding and equipment to keep people connected with friends and loved ones.

On top of all of this, operational struggles in sourcing hand sanitiser, PPE and ensuring our staff stay safe and well has been truly challenging and we are not yet the other side of this.

How have you overcome these challenges?

Our Senior Management team have held weekly meetings to ensure a co-ordinated response to the changing situation.  For the Fundraising team, our immediate response was to support the organisation in sourcing vital equipment which at that time was in short supply. From hand sanitiser from a local distillery to masks from a local school whilst at the same time, looking at the impact on fundraising and what we could do, moving cancelled events online and exploring new ways for people to stay connected with us and fundraise.  Support from our local communities and local businesses has never been more needed.

What difficulties do you foresee now we are coming out of lockdown and what support could help?

As lockdown gradually lifts, the emphasis shifts slightly to helping people we support with feeling confident about resuming day to day life, when many have not been out for months.  We are working with people we support on social distancing and what that means when out and continuing to adapt how we offer the best support we can alongside government guidelines.

Support from community, business and local authorities remains critical for us as we enter the next phase – fundraising remains a challenge, events are unlikely to resume in the way that we know them for some time so we continue to look at all we do and be creative in what we can do to engage our communities and their support.  

What message would you pass on to others?

Firstly our thanks to all those who have supported us over the last few months – from coming along to our virtual quizzes to Moving with Macintyre during May, to donating iPads and tablets and also Community Foundations and COVID response organisations who have supported and granted us with funds to buy technology etc. that we needed to keep people feeling connected.

A huge thanks also goes to those people who joined us on a temporary basis by working for MacIntyre when their own situation changed.

We hope that people will continue to support all that we are doing at MacIntyre and people can do this in so many ways – from supporting and fundraising for us as a business or as an individual, joining us at one of our online events, buying something we need from our Amazon Wish List, to sharing our stories and posts on social media, it all helps.

Lorraine Devereux, Corporate and Events Fundraiser at MacIntyre | T: 01908 230100 | E: lorraine.devereux@macintyrecharity.org

Tell us about Cynthia Spencer Hospice and what your role is.

Cynthia Spencer is a hospice for the care of adults suffering from a life-limiting illness and provides inpatient and community care and a wellbeing service. I am the Fundraising Manager for the charity that raises money to fund and expand the hospice’s services.

What challenges have the hospice faced during the COVID-19 pandemic and what challenges have your supporters faced as a result?

Our main challenge has been how we generate income when many events throughout the year, both those generated by our charity, nationally run challenges and activities taking place in the community, have been cancelled and our shops have been closed.

How have you overcome these challenges?

Where we are able, we have adapted our events so they can take place virtually and we have encouraged our supporters to raise money virtually at home, by giving them suggestions of fundraising activities or we have asked them to pledge support at a time when they are able.

What difficulties do you foresee now we are coming out of lockdown and what support could help?

Our main difficulty will be keeping our volunteers, customers and supporters safe while we begin to interact with them again to encourage fundraising.

What message would you pass on to others?

When you work as a team, communicate well and consider the needs and priorities of your stakeholders you can overcome the most challenging circumstances.

John Helm, Fundraising Manager at Cynthia Spencer Hospice| T: 01604 973342 | E: john@cynthiaspencer.co.uk

Tell us about your business and what you do.

Cave & Sons is a wealth management firm offering services that range from stockbroking to discretionary investment management, inter-generational planning and independent financial advice. We manage money on behalf of private individuals, companies, pensions, Trusts and charities.

What challenges have you/your clients faced during the COVID-19 pandemic?

As a business, apart from the virus-induced stock market volatility (which has certainly kept us busy), not being able to hold face-to-face meetings with clients has been the most significant challenge we have faced.

For clients, those that have been invested in the stock market for many years understand that (occasionally extreme) volatility is to be expected, whereas for those relatively new to investing, the recent market crash (which saw the FTSE100 fall 35% peak-to-trough) has been a rather uncomfortable experience.

How have you helped your clients overcome these challenges?

We have ensured client communications are frequent and relevant. During times such as these, clients are understandably unsettled and often speaking to them to explain what we are doing on their behalf and why we are doing it provides them with a degree of comfort. It’s also been important to remain on the front foot, making efforts where possible to contact clients first, whether it be via telephone call, email, or video call for those more accepting of technology!

What difficulties do you foresee now we are coming out of lockdown and what support could you offer?

It will take months, maybe years, to understand the full impact of closing down the economy for over a quarter of a year. A sharp rise in unemployment does, however, look inevitable. For those unlucky enough to lose their jobs but coming to end of their career, who were possibly considering retirement anyway, our team of financial planners can discuss and explore whether their current retirement provisions are sufficient to support their lifestyles and, if not, how this could be made possible. For those that were considering establishing an investment portfolio, but have perhaps been unsettled by recent developments, we can provide re-assurance and structure an appropriate plan.

What have been your highs and lows during the last 3 months?

The last three months have been the most challenging of my career, managing client portfolios through the extreme market volatility has been difficult, and at times felt like there has been no place to hide! Without my colleagues, though, it would’ve been far tougher. I now appreciate, more than ever before, being part of a hardworking and collaborative team, where experience, expertise and good humour are all required in equal measure and have been essential to navigating the current crisis.

Ed Caswell, Chartered FCSI & Associate Director at Cave & Sons | T: 01604 621421 | E: ecaswell@caves.co.uk