Richard Godden

Richard is one of Linklaters’ most senior lawyers, having been at the firm for over 40 years and a partner over 30 years. He has held senior roles within the firm’s management and overseen a number of the firm's own projects.

Richard has a wealth of experience in public and private M&A, crisis management and corporate regulatory work. He also assists clients on investigations, including representing them before the Financial Conduct Authority, the Takeover Panel, the Financial Reporting Council, the Securities Exchange Commission and the Public Company Accounting Oversight Board. He has specialist knowledge of the professional services sector, advising major professional services networks over 20 years on M&A, network structuring, regulatory and risk issues

He is a former Secretary of the Takeover Panel and is now a member of its Code Committee (which is responsible for the making of the UK’s takeover rules).

Richard has considerable international experience, having advised on transactions and matters in more than 70 countries, as well as being based in the firm’s Hong Kong office for two years during the 1980s.

Work highlights

During his lengthy career, Richard has led on a large number of innovative, market-leading and high-profile deals as well as matters of a sensitive nature, some of which cannot be disclosed. These matters include advising:

• Elsevier on the merger with Reed International to create Reed Elsevier, the first of the modern dual listed companies, involving innovative income and capital equalisation arrangements and control mechanisms
• Tarmac on the swap of its housebuilding business with the heavy building materials and construction businesses of Wimpey, which involved complex mechanisms to ensure equalisation of value within a cashless deal
• British Aerospace (now BAE Systems) on the demerger of Marconi’s defence business and its simultaneous merger with British Aerospace (which required the devising of structures that had not previously been used in corporate transactions) and various other matters associated with defence procurement (e.g. issues relating to the production of UK nuclear submarines)
• Ernst & Young on the acquisition or proposed acquisition of businesses in 74 countries in the wake of the break-up of the Andersen Network, which required the development of groundbreaking structures and approaches for each individual acquisition to avoid problems under both U.S. and local laws
• Rio Tinto on its defence against the unsolicited takeover offer by BHP Billiton (the largest ever announced M&A transaction), which was of unprecedented complexity owing to both companies being dual listed, and involved numerous potential conflicts of legal regimes
• Deloitte on its acquisition of Monitor’s global businesses, which involved taking Monitor into U.S. Chapter 11 bankruptcy before acquiring its constituent parts
• The Economist on the reorganisation of its capital and securing of its independence in connection with the sale of the interest in it previously held by Pearson, which involved both balancing the interests of various stakeholder groups
• Nestlé on its proposed international ice cream joint venture with PAI, the owner of R&R, which involved many complexities, including carving out Nestlé businesses around the world, brand ownership and third party rights
• the UK government on the proposed privatisation of Urenco, a uranium processing company that is part-owned by the British and Netherlands governments and by two German utilities, which involves sensitive security issues and issues arising from international treaties as well as political ramifications and the creation of a highly complex legal structure
• the independent trustees of the Children’s Investment Fund Foundation (one of the UK’s largest charities) on the issues arising from a breakdown in relations between its founders, the subsequent tensions within the charity and the proposed solution to these issues including seeking court sanction of the proposal (the subject of a recent Court of Appeal judgment)
• various major companies in relation to serious corporate problems, including advising G4S on the problems arising from its Olympic and electronic monitoring contracts, which required detailed factual investigation and legal analysis integrated with political and other considerations

Richard is a member of the Code Committee of the Takeover Panel (the UK regulator of the securities aspects of takeovers), which carries out the rule-making functions of the Panel, and was Secretary to the Panel as a junior partner between 1988 and 1990. He is also a member of the Global Goals Leadership Team of Business in the Community (a Prince of Wales charity).

Richard leads the Linklaters project relating to the rule of law and instigated and co-wrote the Linklaters paper, In Defence of the Rule of Law, in 2015 and that entitled Everyone has a Part to Play in 2017, in response to the recent erosion of the rule of law to the detriment of companies being able to conduct their business with certainty and fairness. He regularly speaks on this subject.

Richard is Chair of the Board of Scripture Union and Deputy Chair of the Board of London City Mission, and works with the Centre for Enterprise, Markets and Ethics, aiming to contribute to the debate regarding how best to promote an ethical free market economy. Richard also works with the Evangelical Alliance, the largest body representing the UK’s evangelical Christians, in relation to issues associated with freedom of speech.