Tag Archives: Andrew Ellis

Can “Rangers” Play as “Rangers”? What’s In a Name?

Various suggestions have been flying about teh Internetz regarding the possibility that Sevco Scotland Ltd’s team ought not be allowed to play under the name of Rangers.

This is suggested to arise from differing sources.

Some say that calling the team “Rangers” will make it a “phoenix company” and as such it would be illegal to use that name.

Others hint that HMRC would prevent the use of the old team name.

It is regularly voiced that HMRC did this with Farsley Celtic, an English non-league team which, as the story would have it, was blocked from reforming under the name Celtic.

In fact the ownership of the club had planned a name change prior to insolvency, and there was no HMRC involvement in the new name being chosen as Farsley AFC. This has become an urban myth which, like all such stories, has a life far beyond reality.

There are also rumours that calling the team “Rangers” would allow creditors of the Rangers Football Club PLC (RFC PLC) to pursue Sevco Scotland Ltd for payment of debts. Continue reading

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Filed under Football, Insolvency Act 1986, Rangers, SFA

Will Craig Whyte and Other Directors of Rangers Face Disqualification for £14,000,000 Unpaid Tax?

In which I comment on the Directors of Rangers Football Club PLC over the last year, and in light of a recent case decided by Lord Hodge, have a look to see if any of them might be at risk of disqualification for the non-payment of PAYE, NIC and VAT.

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One of the consequences of the decision of HMRC, of which I will write elsewhere, is that the liquidators, BDO, will be obliged to carry out a formal inquiry into the circumstances of the insolvency of Rangers Football Club PLC. This includes the actions of present and past directors and can lead to various possible outcomes. These are not mutually exclusive.

There can be criminal prosecutions of office holders, if there is evidence of criminal conduct (not an allegation which has yet been made by any official body); the parties investigated can be pursued in the civil courts for losses caused to the now insolvent company, where they have failed in their legal duties; and the Secretary of State for Business Innovation and Skills can initiate proceedings to disqualify the directors from holding such positions. Section 6 of the Company Directors Disqualification Act 1986 applies here, and is shown at the foot of this article.

It is also the case that shareholders of an insolvent company can, in certain circumstances, bring civil proceedings for damages against officers of the company, alleging that breach of duty has caused them losses. On the basis tough that shares in Rangers were seen as financially worthless when Mr Whyte took over the company last year, it is hard to see how even a shareholder like Mr King, owning 10% of the shares, can claim to have suffered a loss. Continue reading

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Filed under Administration, Craig Whyte's Companies, Rangers, The Company Directors Disqualification Act 1986.

Craig Whyte and His Court Actions – A Quick Update, including Andrew Ellis v Whyte?

Mr Whyte is already embroiled in litigation personally, and through several of his companies.

However, the potential is there for even more expensive and lengthy litigation.

Let’s have a quick look, shall we?

 

Craig Whyte v the BBC and Mr Burns of the Insolvency Service

On 18th February 2012, the Scotsman reported that Mr Whyte’s much threatened court action against the BBC had been raised. This stemmed from the BBC Inside Story programme in October.

However, since then I have heard and seen nothing about the case.

As the media has written far more serious and damaging stories about Mr Whyte since then, one wonders if he has decided simply to let the matter drop.

As I have mentioned before, I saw little prospect of success in this case, but even if he did win his claim, what damage can there be to his reputation now?

For good or ill, Mr Whyte’s reputation would seem to be worth little.

The article quotes a spokesman for BBC Scotland confirming it had received a writ from Mr Whyte and saying: “We stand by our journalism, all the allegations made, and we will defend our action vigorously.”

Carter Ruck, the esteemed libel firm, still refers on its website to advising both Rangers and Mr Whyte in connection with the BBC programme. One assumes that we will not see an action raised by Rangers against the BBC.

Will Whyte v BBC ever see a court hearing? I doubt it.

 

Kim Whyte v Craig Whyte

Mrs Whyte took her estranged husband to court for an award of aliment (maintenance). This case settled in February.

However, Mr Whyte paid his first payment late, and did not make his second, so the case went back to court in March, as reported by the Daily Record.

The reports indicate that an order was made against Mr Whyte to pay his wife aliment of £5,000 per month, and in addition, it seemed that Mr Whyte was not represented at the March hearing.

He was, and presumably still is, represented by Harper MacLeod Solicitors in this case, as in another noted below.

It is an interesting fact that Harper MacLeod has been engaged by the football authorities to investigate contract and registration issues at Rangers. Some have suggested there is a “conflict of interest”, as Harper MacLeod also acts for Celtic.

The fact that the firm acts for the Chairman if a company it has been engaged to investigate is not, as far as I am concerned, a sign of concern, but rather indicative that the procedures and processes that HM has in place to prevent conflicts occurring, including use of Chinese Walls etc are robust and effective.

In due course Mr and Mrs Whyte might return to court for a divorce action, but a prudent businessman like Mr Whyte would do his utmost, one imagines, to reach a mutually agreeable settlement with his wife, rather than have more arguments aired in court. Continue reading

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Filed under Administration, BBC, Craig Whyte's Companies, Daily Record, One Stop Roofing Supplies Ltd v Tixway UK Ltd, Rangers, Whyte v Whyte

Rangers Football Club PLC – An Interesting Slant on Corporate Governance

According to the Daily Record, Dave King has been sacked from the board of Rangers Football Club PLC. Mr King took up a place on the board in 2000.

This has not yet been formally confirmed, either on the Rangers section of the PLUS SX newswire or on Rangers’ own website. Indeed Rangers website still does not list new director Andrew Ellis as a Director. However, Gordon Smith and Ali Russell, who are not Directors, are pictured.

By my reckoning, if it is correct regarding Mr King, then Rangers Football Club PLC has only two directors left: Craig Whyte and Mr Ellis.

Mr Ellis is a non-executive Director.

The Business Link website is helpful in determining what executive and non-executive Directors are meant to do.

“Types of directors

There are two types of director, executive and non-executive. There is no legal distinction made between executive and non-executive directors – the difference is that non-executive directors do not get involved in the day-to-day running of the business.

Executive directors perform operational and strategic business functions such as:

  • managing people
  • looking after assets
  • hiring and firing
  • entering into contracts

Non-executive directors use their experience and expertise to provide independent advice and objectivity, and they usually have a role in monitoring executive management. A non-executive director might be appointed to carry out a specialist role on a part-time basis or for their expertise in specific activities, such as strategy and contract negotiation.

They usually work part time, attending board meetings and spending time on specific projects.

Non-executive directors bring an objective view of the business, can improve the board’s effectiveness at relatively low cost and provide valuable business connections.”

 

In 2003 the Higgs Report was released. This document attempted to deal with various corporate problems by emphasising and strengthening the role of the non-exec as as independent protector of shareholders’ interests and as someone to exercise some restraint on the execs.

Derek Higgs made various recommendations for quoted companies (Rangers Football Club PLC is a quoted, though suspended, company.)

A Board of directors should be of appropriate size. At least half the directors should be non-execs. The non-execs should be independent.

The Chairman and Chief Executive should not be the same person.

A Senior  Independent Director should be appointed to whom shareholders could come with concerns, rather than having to go to the execs.

The non-execs should meet at least once a year without the execs, and this should be recorded in the Annual Report.

At that time the average board of a listed company comprised 7. Three execs, three non execs and a Chairman.

As regards non-execs it was recommened that they satisfy themselves that financial information is accurate and that risk management processes are in place and robust.

Rangers however seem to have a new idea. The “non exec” Mr Ellis is either there to have a day to day role, in which case he is not an non-exec, and even if he is truly a non exec, he cannot be an independent one due to his close connections with Mr Whyte.

There is therefore no independent scrutiny of what Mr Whyte does, and as a result the 26,000 or so small shareholders for whom Mr Johnston and the IBC expressed concern at the time of the takeover have no one to represent their interests.

Mr Whyte has taken the unusual stance recently of meeting some of the fans’ organisations, including some with less than angelic reputations. He has eschewed the normal methods of releasing information regarding cash flow, profit information and details regarding accounts and AGM’s via press release, and through the proper channels.

Concerns have been raised that his method of releasing such “market sensitive” information could be in breach of the rules. This may explain his wish to de-list from PLUS SX once a year from the takeover has passed.

It may be that Mr Whyte has a raft of new directors, both exec and non-exec, to step in.

Perhaps Ali Russell and Gordon Smith will officially be elevated to the Board.

Till then it seems that Mr Whyte pays as much attention to the needs of good corporate governance as he does to filing deadlines and fixing statutory meetings!

 

 

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Filed under Companies Act 2006, Craig Whyte's Companies, Football, Rangers

Rangers Update – Mr Ellis & Mr Hughes, Wavetower Ltd, and the “Fit & Proper” Test

I picked a good night for an early bed! The Rangers Tax Case Blog burst into life with frenzied debate re a new issue and an ongoing matter. As is my wont, I started to post a comment, then realised that it would be better to put the comments here, with a link on the RTC blog.

 

Andrew Ellis and Barry Hughes

This week we saw the resignation from the board of Rangers Football Club plc of Mr Phil Betts, and his replacement by Mr Ellis. Andrew Ellis is already a director of the parent company, Rangers FC Group Ltd. He was in fact rumoured to be looking to take over Rangers himself prior to Craig Whyte’s public involvement.

Mr Ellis was referred to by Mr Whyte in the press release by Rangers on the PLUS SX newswire as follows:-

“Andrew is already a director of the Rangers 
FC Group and his previous experience in 
football will be a benefit to the Club 
as we look to the future.”

Mr Ellis attended Ibrox yesterday for his first match as a director of the Club. As he walked along the road to the ground, in the company of another gentleman, he was photographed by Willie Vass.

Mr Vass is an excellent sports photographer who generally snaps Rangers matches, and events surrounding them. His website can be found here.

However, from looking at his archives, he does not generally seem to wait outside Ibrox on a cold and wet match day to take pictures of people walking towards the ground.

Accompanying Mr Ellis as he walks to the ground is Barry Hughes. Mr Hughes is a well-known figure in the West of Scotland. He was the first boxer to be simultaneously licensed to box, promote and manage. He was a successful boxer, and has managed world champions.

He is a very successful businessman too.

However, in recent years he has been subject to some less than positive coverage, and in view of ongoing matters I propose to say no more about that. However, in light of the baggage he is metaphorically believed to carry, what message is being sent out by Mr Ellis in allowing the photos referred to to be taken?

I should say that I have had met Mr Hughes on a number of occasions over many years. I have always found him to be charming, pleasant and courteous individual. The man described in the press does not match the man I have spoken to. (For the avoidance of any doubt, none of my discussions with Mr Hughes have been in the role as his professional adviser, and therefore I am not breaching any confidentiality by referring to this.)

Did Messrs Ellis and Hughes just happen to bump into each other as they walked to the ground? Was Mr Hughes there as a guest of Mr Ellis? Do they have a business connection of any kind? Did someone tip off Mr Vass that there might be an interesting photo opportunity outside the ground?

The RTC discussion last night wondered if the flurry of comment, especially on Rangers fans’ message boards about the pictures of Mr Ellis and Mr Hughes, would be picked up in the press. It appears from what was being reported that these comments were negative in nature.

I suspect the press will not run with the story (if indeed there is a “story”) on the basis that, as certain issues are ongoing, there is a risk of the newspapers falling foul of the Contempt of Court Act. Safety first is probably going to be the watchword.

Mr Hughes is, in the eyes of the law and words of that great legal scholar Billy Joel, “An Innocent Man” and that he remains until a court declares otherwise.

The juxtaposition of Messrs Ellis and Hughes however has resulted in all sorts of rumour and innuendo. Until shown otherwise, I believe that they happened to bump into each other as they made their way to the ground, and Mr Vass, being a very good snapper with an eye for a great picture, just happened to catch them as he too made his way to the front door.

On the other hand, bearing in mind Mr Hughes’ current situation, it might be in Mr Ellis’ interests, as an example of openness, to confirm that he simply met Mr Hughes on the road. That would silence the inaccurate speculation.

I would guess that Rangers’ excellent PR team at Media House will take steps to make sure that the correct message goes out, as it is clearly not a good thing for people to be discussing openly alleged connections between reputable company directors like Mr Ellis and “less savoury” characters. (For the avoidance of doubt, I am NOT referring to Mr Hughes as such a character.)

 

Wavetower Ltd

This is the original name for the company formed on 17th September 2010 to be the vehicle for the takeover of Rangers.

It was an “off the shelf” company formed by Jordans. Jordans is a business which helps by dealing with the paperwork for incorporation of bespoke companies, and provides already created companies, like Wavetower Ltd, to people who want to be “up and running” straight away.

The first substantive steps with Wavetower therefore were registered at Companies House on 22nd October 2010 when the “pre-installed” director and Secretary resigned, to be replaced as director by Mr Ellis. At the same time the registered office of the company was changed to that of Collyer Bristow, the lawyers engaged by Mr Whyte, and one of whose partners is Gary Withey, now Company Secretary for Rangers Football Club plc.

Messrs Whyte and Betts only came on board (please pardon the pun) as Directors registered with effect from 8th March 2011.

After the takeover Wavetower changed its name to Rangers FC Group Ltd, which I will refer to as “Group” from now on.

This week the Directors of “Group” changed the accounting reference date for the company to bring it forward to 30th April. This has the effect of requiring them to prepare the first accounts for the business, formed for the purposes of taking over Rangers, as discussed above, earlier than first needed. But there is an additional consequence of the move, which seems, from commercial confidentiality purposes, to be a very good one.

This was brought to my attention by “Corsica”, a poster on RTC. The effect, perhaps deliberate, and perhaps not, of the change is that the first mention of the takeover in “Groups” published accounts will be for the year ended 30th April 2012. These accounts need not be lodged with Companies House until 31st January 2013!

One suspects that, because of the tax bill being considered by the Tribunal now, there might not be a “Rangers” owned by “Group” by that stage, but we must wait and see.

Companies House records, having checked using its Webcheck service 5 minutes ago, has not registered Mr Betts’ resignation yet, nor Mr Ellis’ appointment. Hopefully they will remember to do so within the 14-day period required by the Companies Act, which they missed regarding the resignations of Messrs Greig and McClelland in October.

It will be interesting to see (as I have not yet seen confirmation either way) if Mr Betts remains involved with “Group” or if he has left the scene entirely.

 

The “Fit and Proper” Test

To be approved as a director of a Scottish football club, one needs to pass the SFA’s “fit and proper” test.

Mr Whyte’s eligibility under this is being investigated by the SFA in connection with him having failed to declare his previous director disqualification.

Some have suggested that Mr Betts’ resignation might, in some way, be connected with a desire to play a part in a newco, formed after a Rangers insolvency event. It is said (to paraphrase)that, if a person has been a director of a Club suffering an Insolvency Event, then that will mean that they would fail the “fit and proper” test.

That however is not my understanding. It would be a reason for such a failure but, as with all of these issues, would be subject to the “discretion” of the SFA.

If a director of an insolvent club could satisfy the SFA that they were not implicated in the insolvency, then they could still pass the “fit and proper” test, unless there was some other impediment, like a formal disqualification.

One scenario suggested for Rangers which would allow Mr Whyte and his colleagues to be part of a newco would have been for the Club to be brought to Insolvency by the decision from the Tax Tribunal. In these circumstances Mr Whyte may well have argued that he had valiantly tried to keep HMS Rangers afloat, at great personal coat to himself, but that the holes left in the hull by Cap’n Murray and his crew were just too great, and despite all the bailing out by Wavetower, the ship had gone down. On that basis, a newco, subject to a myriad of other factors of course, would have been entitled to have Commodore Whyte at the helm.

 

 

Some more thoughts re “sources of funds” and UEFA Licences and “overdue” bills to follow

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Filed under Contempt of Court, Football, Rangers