Rangers’ Board In No-Win Situation With the Green/Whyte Investigation

When Rangers announced its own investigation into issues about Messrs Whyte, Green and Ahmad, it was suggested that it would be carried out as quickly as possible.

A few days after the announcement, Pinsent Masons were appointed to do the legal part of the investigation and Deloittes to look into the financial aspects.

There was talk of a verbal report being issued to the directors by last week with a full report for them to follow imminently.

Yesterday Rangers announced the appointment of Roy Martin QC to “oversee” the investigation. That suggests that the report might take longer to appear than would first have been thought. Presumably Pinsent Masons have advised that a QC should be brought in?

Mr Martin is one of the top lawyers in Scotland, whose ability, expertise and probity are beyond question. It was wrong of people to speculate that Pinsent Masons and Deloittes were brought in to do a whitewash, or should that be a Whytewash.

Having Mr Martin oversee the process is an additional guarantee for the sceptics that the investigation will be full and fair.

Of course, as with Lord Nimmo Smith, some who praise his independence prior to the outcome might change their mind after he reports, but that won’t be a stance I would take.

As an aside the Hutton and Leveson inquiries have both shown how the judges appointed to oversee important investigations are praised to the heights by the media, and then, when a verdict they don’t like is forthcoming, are lambasted as “establishment lick-spittles”.

The biggest problem for RIFC and its non-executive directors comes frankly from its status as a PLC.

There are duties to shareholders and to the market to make full disclosures. This does not apply to anywhere near the same extent in a private limited company. In that case it woiuld be far easier to keep any unpalatable findings quiet.

So when the report is delivered, that will be “job done” by Mr Martin, Pinsent Masons and Deloittes. None of them would have any authority to publish the report of their own volition. They owe no wider duty than to the directors. It is the directors who have to make the call.

If the report clears everyone of wrongdoing, then some will call it a whitewash.

If the report does so, then one would wonder why Messrs Green and Ahmad had to go! If they have gone, or are going, then why continue with the inquiry?

Officially they remain directors of certain Rangers companies – might their formal departures be delayed till the report clears them, if it does, so they can come back? Stranger things have happened!

If the report does find wrongdoing (and I am not suggesting it will) then the Board have a very serious problem. Releasing the full report would undoubtedly be a foolish step, on the basis that there are threats of litigation from Mr Whyte or his associates. There may well be issues of privacy, confidentiality and defamation arising from the report. After all, the report is not privileged, and someone who considered themselves to be defamed by it could sue for damages.

(If the report was prepared in contemplation of court proceedings then there is an argument that there would be some protection under the law of privilege, but that is not what the public announcements have said it is for).

Imagine the report damns former and present Rangers personnel.

Imagine too that, in a worst case scenario, it decided that in fact true ownership of all of the assets ought to be with Sevco 5088 (I am not saying that that is the position, or that is what they will find – I am simply hypothesising).

The Board would know that releasing the report, or even its conclusions, could effectively be declaring the company worthless, or at least setting it up for a long, expensive and possibly fatal court case or series of them.

In addition it might reveal that there were irregularities with the process by which Rangers re-emerged into Scottish football.

But if the report reaches those, or even less damaging conclusions, there has to be some publication of the result. If not, then it will become as much of a Holy Grail as the 5-way agreement!

And the failure to produce the report or at least its conclusions will lead people to believe it says the worst.

Now, as court lawyers would tell you, one should never ask a question unless you already know the answer, and as Sir Humphrey Appleby would have said in “Yes Minister” only set up an inquiry when you know what the conclusions are going to be before it starts.

So it is unlikely that any “smoking gun” will be found which would sink the company but if it did, then the Board would find themselves in a terribly difficult position.

Of course, in that event, their duties to the shareholders would prevail over their love for the football club which is owned by the company which is owned by the PLC on whose Board they sit.

I wonder if Rangers will issue a statement saying when they expect to receive the report – after all, it might help cut down on some of the speculation. (No, it won’t!)

We must, as we have said so often in this saga, await the next exciting/dramatic developments!

Posted by Paul McConville

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539 Comments

Filed under Charles Green, Rangers

539 responses to “Rangers’ Board In No-Win Situation With the Green/Whyte Investigation

  1. @ Carson.
    Enjoy your wee auld crocks party on Monday
    But to all you Tim Malloys, there is gonna be a big feckin partaaaae! Your all invited! Just get yirselves doon tae Monaco.
    Wee Craigy is blawing up the balloons. Really nice of him to blow up the balloons…..TWICE!

  2. Pensionerbhoy

    This is my last flit before heading into the sunrise tomorrow. By the look of the forecast it will be more like a monsoon uprising. But who cares when getting away from the wife – och naw! Thank you for your kind wishes for a good holiday. When I stopped working a few years ago I really thought all 365 days would be holidays and when Mrs. PB stopped making me jump to it every morning, even the leap years. Consequently I argued that I did not need to go away anywhere for a rest. That was until I discovered “Random Thoughts Re Scots Law by Paul McConville”. After a year or more reading the sometimes incomprehensible posts and the exhausting comments, I need more than a holiday. I need a carer. However, I have enjoyed the craic, the jousts and the children’s squabbling, all part of the life experience. I often wonder what my life was like before the internet; simple and I got to bed at a sensible hour. So I leave you for a few weeks. No doubt there will be blood and guts everywhere while I am away. The blue and the green should never be seen, they say. I do not think you can avoid the former in your face and the later, well has anyone seen a Green in the blue recently? If you are going to sling some mud at me for that, cam, mind and miss Paddy’s Mile Stone or there could be a lot of brown, not the bomber type I hope (I just had an awful thought but I must be a true Christian), all over the water. If carson refrains from firing a torpedo at me, I should have a safe journey each way across the sea and be on here again before you know it. Maggie, the dear one (you should see the bills for holiday gear) has now seen your comments. She thinks you must be mad and reckons it is because you do not see the old ugly, miserable grumpy face (she is in a pleasant mood as we are off on holiday) first thing in the morning – neither do I and there is a mirror right at the bed. God is good, Maggie, so keep praying and you never will. Mick, Monti, Eco, Steven, mcfc, JimBhoy etc., etc., oh and cam, of course, thanks again for your good wishes and a special to David who took the time to do the same while requesting a ticket for steak pie at my funeral. I hope your dear lady continues to recover while I am away. I will continue to speak to my boss for her good health. By the way, folks, has David’s obsession with things dead got anything to do with the ODD hints on here tonight? I have missed all the news today but some people are mentioning more daggers in Sevco’s back. Any proof for Niall? 🙂

    Take care all of you – of each other too.

  3. mick

    thanks PB that was a nice comment well worth a read agian and a thumps up take care and enjoy you break and good luck on your holiday am sure st Christopher will be on your shoulder watching over you and whos near you

  4. Niall Walker

    barca, I think we are getting somewhere, can you tell me what ” marries ” means in the context of CW’s shares ?

    ” Not worthless to Chicco, who married them to “The Club” and incorporated them in a newco.”

    CW’s shares in Rangers are married to the liquidator.

  5. cam

    Look lads its all very interesting this asset,switcheroo,CVA,shares,floating jobby,indemnity speculation pish but when you break it down some naughty folk took advantage of some silly folk who might have been silly folk of the mendacious sort,they hired some confused folk who were pals of the naughty folk who depended on lots of silly folk believing what the mendacious folk told them,the really silly folk didn’t want to listen to some obsessed folk who mendaciously tried to warn them.A wee recording fokker thought he could fool all of the folk all of the time but some serious folk want to have a non recorded word with said fokker.Some greedy folk looked at this complete fokk up and said to their folk “i’m having a slice of that fooking pie”.
    The loyal folk keep supporting the folk heroes,the legal folk are after the sweaty folk,some folk have fokked of and we even have a crazy fokker from the Falklands.
    It all goes to show that there’s nowt as queer as folk!

  6. @Niall.
    Do you agree that a liquidation sale is the sale of a companies assets?
    Do you agree that Chicco bought the assets (?) AND the business at the CVA stage prior to the liquidation process?
    Do you agree this was the only way to acquire both,as a business and assets are not for sale in a liquidation sale.
    Do you agree Chicco needed Craigy’s shares to enter the CVA route, and divert from a liquidation sale.

  7. Niall Walker

    Do you agree that Chicco bought the assets (?) AND the business at the CVA stage prior to the liquidation process?————————————-

    No, he bought the assets as part of the liquidation process, and CW’s shares were not part of the assets, but the membership/history was.

  8. Niall Walker

    barca,
    If memory serves, CG offered 8 million for the CVA and he had been promised CW’s shares, now we know why CW agreed to sell.
    It failed and his offer dropped to 5.5 million for the liquidated assets including the membership/history but not the shares.

    Do you agree ?

    • The assets do not form any part of the liquidation. The liquidation is not finalised by BDO.
      Chicco struck the deal to buy the assets from D&P. The adminstraters.
      Without a CVA it would not have been possible to buy the assets AND the business. The questions posted above explain the process clearly!

      • Niall Walker

        The assets do not form any part of the liquidation.————————————————————————-

        I must disagree, it is the assets that are being liquidated.

        The assets were liquidated to go to the creditors pot, and the sale was carried out by D&P as administrators, the proceeds and the process of liquidation is handed over to the BDO.

        I still cannot see what you are trying to tell me.

        • Raymilland

          Claude Rains is revealed to be the majority shareholder of Sevco; it’s as plain as the nose on his face!

        • @Niall
          I do not believe that for one minute! You have spent an evening arguing about it.
          I am surprised though, that with your knowledge of company law, you cannot grasp it.
          It is the arts I believe you dabble in. Would that be abstract? Or perhaps martial. Heaven forbid it be the Sevco black arts. 🙂
          Anyway, . Maybe you will have time to brush up on company law, and find out why business and assets cannot be bought from liquidation. But for me, it is bedtime.

          • Niall Walker

            barca,

            I don’t need to brush up on company law, and I have asked you to explain why assets cannot be liquidated and what does a CVA or CW’s shares have to do with this process ? The fact the assets are sold to a newco does not mean they were not liquidated assets.

            • @Niall. Morning.
              The £8.5circa CVA bid was an interest accruable loan.
              The £5.5,bid, was to buy the assets and business. on rejection of the CVA. Chicco neede to secure Craigy’s shares to do this
              This CVA was rejected and the stand-by arrangement £5.5 bid put in place

            • The Oldco then passed into the hands of the liquidators

            • @Niall,
              Apologies, I added that CW shares were needed for buy 5.5 buyout.
              I meant to add it to the 8.5 loan bid.

  9. Raymilland

    Charles Green bandaged the invisible man; Roy Martin will unveil the invisible man; will we be any the wiser to his identity?

  10. PaulThePostie

    Regarding the 5 way agreement that will never be seen (if it even exists,we could be getting duped you know), who said chico never told the fit and proper seekers that googly is the man. Who is fit and proper among the ripping off of £millions but still the same club, still the same lies and liars,still Scotlands shame and it’s no secret.

  11. arb urns

    Niall Nailed in Armageddon Night……………………………………………………………

    Got you on the ignore button now on here………………………………………………..

    Being a decent chap , Niall, rest easy the behind the scenes boys are falling into place to bring your disgraced club out of this. The possee has been formed believe me.

    Continuing as a decent chap ask an East Fife fan who Julie is.

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