SOLVENCY ABUSE-Winding up, tax and MVL's - Guest Blogger and Tax expert Aidan McLaughlin wants your feedback....

SOLVENCY ABUSE?

For a Chancellor committed to the abolition of red tape, one of the subtle changes George Osborne introduced this year is likely to tie some SME owners up in the stuff.  For those who may be seeking to wind up a solvent business, the new measures have the potential to heap time, costs and complexity into the process.

 Winding Up A Solvent Company

Legally, the default position for winding up a solvent company was, and still is:-

1.       Wind up informally via a strike off

2.       Liquidate through a members’ voluntary liquidation

Tax - the tax treatment for the final distributions made to the shareholder(s) under both of the above options is:-

1.       strike off - distributions are taxed as dividends

2.       members’ voluntary liquidation -distributions are taxed as capital gains

Whilst everyone’s tax position is different, for higher rate and top rate taxpayers capital gains tax treatment will generally afford a much better outcome than dividend treatment; even more so if entrepreneur’s relief is available.  

Generally therefore the preference would be to seek capital gains treatment.

Pre 1 March 2012

As liquidations are generally much more costly than the £10 fee payable to Companies House for a strike off, prior to March 2012 HMRC used to allow - via Extra Statutory Concession C16 – that, providing certain criteria were met and undertakings given, a solvent company could be struck off without the need for a liquidator to be appointed, and any distributions treated as a capital gain.

That concession therefore allowed the best of both worlds – the cheaper option for winding the company up and the more efficient tax treatment on the distribution.

1 March 2012

From the above date, however, Concession ESC C16 no longer exists but is now enshrined in legislation – with a nasty twist.  

Under the new legislation for company strike offs,

·         If the assets to be distributed are less than £25,000, then the shareholder automatically gets capital gains tax treatment (and an application to HMRC is no longer required), but

·         If the assets are above £25,000, any distribution will be treated as a dividend.

So for companies where the assets are above £25,000, the better option is likely to be winding the company up formally via a members’ voluntary liquidation. The subsequent distribution of assets will be taxed on the shareholder(s) as a capital gain.

However, winding up need not be an expensive service.  As Maureen Leslie, MLM Director of Corporate Solutions explains:

                         “MLM has a risk based approach to members’ voluntary liquidations.

                         Working alongside the Company’s tax adviser, we can provide a cost

                          effective solution to the difficulties Aiden has highlighted, which

                          removes any risk to the business owner.”

The message is clear – anyone intending to get rid of a solvent company should always obtain good advice, ideally from a chartered tax adviser.  As tax on the transaction can range from 10% to over 40%, some time and money invested up front could provide significant savings later.

A note about the Guest Blogger

Aidan McLaughlin is a partner at McLaughlin Crolla LLP. He has more than 25 years experience in tax, advising sole practitioners and large corporations alike.

Aidan specialises in reconstructions, acquisitions, mergers and corporate finance.

For more information, please see www.mclaughlincrolla.com  uk.linkedin.com/in/aidankmclaughlin

 

Company in difficulty? We can help!

When a company is in financial difficulties it’s essential that you get competent and professional advice.
If there is a prospect of the company failing and you being asked to fulfil obligations under personal guarantees, it can become more difficult to make rational judgments about the business you are running. Deciding if a company should cease trading (and if so, when?) is the most difficult decision a director will make. Creditors can play an important role in this process.

Indeed in certain cases they can be the key to companies trading through their difficulties. That is why a pro-active dialogue among all parties is vital.

First of all though, you need to be aware of the full picture.

Your insolvency practitioner will help you work through your situation. Here are some answers to some of the questions that you may have.

Click here to read more.

Using the Debt Arrangement Scheme ("DAS") to assist sole traders and partnerships

The Debt Arrangement Scheme (‘DAS’) is a Scottish Government scheme that was introduced in 2004 to aid and assist those struggling to pay their debts.

The regulations have been updated a couple of times since the introduction and awareness of the scheme is slowly growing with numbers increasing year on year.   Once approved creditors have to agree to freeze interest and charges and cannot take further action to enforce payment of the debt as long as monthly payments are maintained. It also protects assets.

While it’s mostly been used to help individuals repay debts, at MLM Solutions we have the expertise in successfully utilising the Debt Arrangement Scheme (‘DAS’) for the benefit of sole traders AND partnerships.   As such, VAT and PAYE arrears and other debts can be transferred to the DAS whilst maintaining their on-going creditors to keep their business running.

The process, while fairly straight forward, is not without its challenges.   After the available disposable income and length of time for the DAS is established, proposals are submitted to all disclosed creditors. The creditors then have 21 days to respond and can either consent, object, or if they don’t respond in 21 days, it’s taken as deemed consent. If all creditors agree to the proposal the DAS will be approved and the monthly payment from the debtor distributed to all creditors.  

If one or more of the creditors object to the proposal and the DAS is set to run for less than ten years, the case can be submitted to the Accountant in Bankruptcy as DAS Administrator for a ‘Fair and Reasonable’ test.   Under the ‘Fair and Reasonable’ test the Accountant in Bankruptcy use set criteria, as follows:-

• the total amount of debt;  the period over which a DAS will operate; 

• the amount (if any) by which it appears to the DAS Administrator, on the basis of such information as the creditors and the debtor have provided, that the value of any land owned by the debtor exceeds so much of the total amount of debt, as is secured by way of a standard security over any interest in that land; 

• the method and frequency of payments under a DAS; 

• any other factors considered relevant.

Once the DAS is approved, as long as the debtor maintains the monthly payments, the debt will be cleared in the set time period.   If the DAS is NOT approved then creditors may continue to enforce further action against any debtor failing to meet their obligations to that creditor.

If an existing debt is accidentally omitted from the DAS at the outset, or if the client’s circumstances change significantly, a variation on the DAS can be applied for. This allows the DAS to be extended or reduced in order to incorporate the further debt.   If a client has a drop in income of 50% or more, they may apply for a payment holiday, for up to six months, which will then be added on to the term of the DAS.

So, all in all, is a DAS a good vehicle to help small businesses?

In my opinion and from my own professional experience... YES! As a qualified expert, we have a team to manage all the processes and procedural requirements on your behalf and this vehicle can help sole traders or partnerships to maintain their business and repay their debts. Each individual DAS is reviewed on an annual basis to allow for any changes to your own circumstances or to account for any legislative updates.

Examples of 2 small businesses that I have recently assisted and where a DAS has been effectively applied, to ensure minimum disruption and continuity of trading, are illustrated in the case studies below:

Case Study 1

Partnership - 4 Family members

1. Multiple Debts Including Large HMRC debt of £80,000

2. Commercial Property - value approximately £750,000 with mortgage of £500,000
3. House - Value approximately £220,000 with mortgage of £200,000

Total debts of £160,000

Following a meeting with the clients to conduct a thorough fact find, a DAS was decided upon as a suitable option to allow them to:

1. repay their debts,

2. keep their business running and

3. protect their assets.

The case was proposed to all creditors, but rejected by HMRC.

The case was then submitted to the Accountant in Bankruptcy for the ‘Fair and Reasonable' test, along with a comparison to show that if the clients were sequestrated, as opposed to being allowed to proceed with the DAS, then all creditors would receive a very low dividend. In the DAS they would receive approximately 90% of the debt due.

Outcome: Based on the information submitted the AiB ruled that the DAS should be approved and the clients are now continuing to trade their business whilst paying monthly to their DAS. This also saved 10 jobs.

Case Study 2

Sole Trader running a company established in 1950

Employs 60 staff

1. Assets in Land and vehicles of approximately £300,000

2. Multiple debts including larger HMRC debt £350,000

Following a thorough fact find after meeting with the client, a DAS was deemed as the most suitable option to allow the client to:

1. repay the debts,

2. keep the business running and

3. protect the assets.

The case was proposed to all creditors, but rejected by HMRC.

Similarly, the case was then submitted to the Accountant in Bankruptcy for the ‘Fair and Reasonable' test along with a comparison of sequestration against a DAS and other relevant information in support of the application.

Based on the information submitted, the AiB ruled that the DAS should be approved and the client is now continuing to run the company and paying monthly to the DAS. This also saved 60 jobs and avoided any impact on the local economy through job losses and the demise of a local service.

For confidentiality reasons, the identity of the Companies are protected and remain anonymous.

Applications must reside in Scotland and can only apply through an approved money adviser.

Ian Brown is an approved money adviser and DAS Manager at MLM Solutions, who has extensive training and experience in financial services and compliance.  

He is available to discuss any questions you may have on 0845 051 1616, if you are considering using a DAS to help find a solution for your business.

Follow us on Facebook and Twitter.

For comprehensive updates on DAS  visit http://www.dasscotland.gov.uk/.

Live Blog Event Transcript

Thank you to everyone who took part in today's live blog. We had a great response and although we were unable to answer all questions, we have saved all the unanswered questions and will be creating a blog pots for these very soon. Follow us on twitter so we can let you know when this blog will be published.

10:26

Comment From Phil   What time will the Q&A start today?

10:27

Hi Phil, the live Q&A will start at 12noon. Hopefully you can join us.

10:27

Comment From Arlene   Looking forward to the debate!

12:00

Comment From Mick McCahill   Why did D&P, HMRC ticketus and other creditors allow rfc assets to be sold for just £5.3m, surely they would have got a lot more in the open market?

12:00

Comment From Scotty  Why is murray park and ibrox not being sold off to raise money for creditors, its worth more than the 5.5m Green paid for it

12:02

Comment From Gordon  What are Walter Smith's options? Is it a done deal with Charles Green or does Walter have a chance to step in and clinch the deal?

12:04

Hi Gordon. Green is suggesting the deal is done. It seems to have been completed yesterday. He incorporated Sevco Scotland Ltd at the end of May. Looks like Smith would have to buy the company from Green rather than administrators

12:04

Comment From Ken  Would you expect the Liquidators to investigate the actions of Duff and Phelps,' especially as regards possible conflicts of interest re David Grier? Are they acting under instructions from the HMRC? Would their investigations normally only entail the period prior to Administration?

12:04

Hi Mick & Scotty, many thanks for engaging. Similar questions, so I will answer them together. This is answered in the CVA proposal released on 29 May. In the Estimated Outcome Statement, it shows the breakup value as £4,590,214. Note 4 to that Statement confirms that this amount is the independent valuation of these assets. Administrators always engage independent valuers for this purpose.

12:04

Comment From Mick McCahill  When can wee see the breakdown of the valuation of rfc assets as it looks as if someone has mis-calculated?

12:05

Hi Ken. Part of a liquidator's remit is to review the actions of an administrator, so it looks likely that this will happen here

12:06

Comment From Stu  What about the 54 titles that oldco still have can they bring it back to other clubs, for example Falkirk final against rangers in 2009?

12:07

Hi Mick, in response to your 12.04 question - The Administrators are not obliged to put the valuations into the public domain. In fact, it is normal for the values not to be disclosed at all, on the grounds of "commercial sensitivity" - which means if you tell someone what they are worth, they are likely to bid lower!

12:07

Comment From Mick McCahill  Smith (walter) walked away from rfc like a captain deserting a sinking ship, he must have known about EBT's and he benifted probably more than others, should the SFA not ban Smith from Scottish football altogether?

12:08

Hi Stu. Good question but not one within my field of knowledge. I think that is one for the football authorities. In insolvency terms, those titles stay with oldco and can't be transferred

12:08

Comment From andy odonnell  why will there not be criminal charges brought against rfc* directors past and present and most importantly craig whyte for keeping the paye and ni of employees

12:10

Hi Mick, impossible to comment on what the former manager did or didn't know about the finances of the club. Often in football, the playing side of the business is kept apart from the financial side. With seperate individuals (infact teams of people) responsible for different areas. What do you think yourself?

12:11

Comment From Denny  1. Have D&P followed standard procedures for administrators of football clubs in your opinion? I would refer specifically to the timing

12:11

Hi Andy. A liquidator has the power (and an obligation) to report suspected criminal offences to the Lord Advocate under s 218 of the Insolvency Act. It would then be up to the PF to decide whether to prosecute. At this time, it's too early to say what proceedings, if any, may be brought. Withholding tax is not however a criminal offence. It will be taken into account when reporting on the conduct of the directors of the club and may lead to their being banned from acting as company directors for a period of time

12:12

Comment From Scotty  Can creditors oppose the valuation if they feel its suspect

12:16

This has been an exceptional Administration, taking into account the mistruths from Mr Whyte and the public profile of the Company in Administrations, amongst other matters. In summary, they have dealt with a high number of complex issues (TicketUs, Whyte's security, ingather funds via legal actions, complexities of employment law etc). However, there are questions to answer. The are questions surrounding D&Ps perceived conflict of interest in acting as Administrators in the first instance, and also perhaps the routes they have gone down and the lack of cost cutting measures.

12:16

Comment From Callum  what's the most severe punishment David Murray and Craig Whyte could face if they are pursued by HMRC/BDO and how can some of the money be re-couped for the creditors?

12:17

Hi Scotty. This is quite a difficult question. The main thing to note is the importance of the proposals published by the administrators on 5 April forr which they sought (and obtained) creditor approval. These govern the conduct of the administration. The proposals as approved allow D&P to sell the business and assets on such terms as they see fit and that's what they've done. The valuations on which the sale was based would have been done by an independent, specialist valuer and supplied to the administrators. The duty of care relationship is therefore between D&P and the valuer. Howver, creditors can challenge the conduct of the administration if they feel they have been unfairly harmed by it.

12:17

Comment From Chris  I noticed you have mentioned that oldco titles and honours cannot be transferred. Duff and Phelps, who are out their depth, have stated that newco will be able to add to oldco honours. Can you elaborate as this is what most Rangers fans fear?

12:20

Hi Chris. I think D&P mean that newco can build on the tradition and heritage of oldco rather than anything else. A bit like Leeds United - although it's a newco, there is a clear link to the past.

12:20

Comment From Denny  Do D&P have a conflict of interest as administrators given that they were a party to Craig Whyte's initial takeover bid. Should the administrators not have been 'independent' so as to protect the creditors.

12:22

Hi Callum, great question. There is loads to say on this matter, so I will try and be succint. The liquidators have powers to investigate the conduct of those who have been officers of the Company (which covers directors and the Administrators) in the last three years from the date of Administration (14 Feb). If any officer is found guilty, they can face disqualification of acting as a director for a period between 2 and 15 years. There are also specific actions the liquidators can raise to recover monies including - 1. Gratuitous Alienations 2. Unfair preferences 3. Misfeasance These actions are available to a liquidator where an individual has benefited personally from the Company, and by doing so, the have prejudiced the position of the Company's creditors.

12:24

Hi Denny. We blogged on th Conflict of interest point a week or so ago. I set out the things insolvency practitioners have to take into account when accepting an appointment. The issue at stake, in technical terms, is how significant the relationship between Grier and Whyte actually was. The depth of that relationship if you like. And there's only a limited amount of information on this subject in the public domain. However, there is also an issue of perception - even if D&P thought there was no conflict, they ought to have taken account of how it would be seen by others (Article 48 of the Ethical Code)

12:24

Comment From William  What similarities are there between Rangers newco and Fiorentina's newco in 2002? Fiorentina still hold their historical honours from Oldco.

12:24

Comment From andy odonnell  that doesnt seem to stop the likes of craig whyte does it as he was banned for 7 years. as they say a padlock is only there to keep honest people out

12:27

Hi William, I think there are similarities to be drawn, and if the Newco does not gain entry into the SPL, it will be very similar. All I can do her is suggest you look at other case studies that have some similarities. Look at Leeds, Luton, Rotherham, Airdrie, and as you say, Fiorentina. One thing is for sure, it will be debated in the terraces and pubs for years to come.

12:27

Comment From Ken  Why do you think Duff and Phelps tried the CVA route with a negligible offer after their own expenses? Do you think it had even a remote chance of being accepted by the HMRC?

12:28

aThanks for this Andy. Your point is well made. Any insovency regime has to include meaningful penalties for those who misuse the protection of limited liability. Those who know their way round the system are undeterred by it. Maybe it's time for government to review of revise legislation in this area. However, there are also a number of civil actions which can be raised against directors to recover cash - these can be more meaningful

12:28

Comment From mick  Why did HMRC allow the paye non payment to go on so lond considering they were already investigating rangers with the big tax case ? but when hearts missed payments they were ready to wind them up for a lesser amount ?

12:31

Hi Mick. Good question. The D&P report published in April states they were in dialogue with HMRC throughout the period. They seem to suggest they were in negotiation about some form of settlement of the wee tax case and some form of payment plan. But you're right. For most businesses, HMRC are quick to chase any form of non payment

12:31

Comment From david mcgill  Are my shares that I bought not worth the paper their are printed on

12:31

Hi Ken, our analysis is here - http://mlm-solutions.blogspot.co.uk/2012/05/rangers-fc-hmrc-and-cvas.html  In summary, it was never likely that the Company would meet HMRCs conditions for a CVA, but the purchaser made it a condition of his offer, therefore they were obliged to try. As I said in my blog, they were clearly significant benefits (sanctions) in attempting a CVA.

12:32

Comment From Mick McCahill  I really don't believe for one minute that smith never knew about EBT's. and GUILTY by association at least. It all looks like a huge big tax dodge with Green being used as the Liquidator as that was a title nobody else wanted?

12:33

Hi Mick, there are certainly questions to answer and it is appropriate that independent liquidators are to be appointed to conduct a full and detailed investigation.

12:33

Hi David. I'm afraid you're shares are worth nothing now. The old company has no value any more - gone to newco. Any funds in the old company will go to pay creditors

12:33

Comment From Scotty  Thanks, but are we just told they are an independant valuer tho or is another body monitoring d&p ?

12:34

Comment From Guest  Does anyone know the situation with the floating charge? Thank you.

12:36

Hi Scotty. I think the original proposals (the 5 April ones) disclose the identity of the valuers. Lambert Smith Hampton valued Ibrox Stadium and Murray Park and Sweeney Kincaid valued the fixtures and fittings - all the assets except land and property. D&P are regulated by the Insolvency Practitioners Association

12:36

Comment From Chris  Thanks for the reply. Will Rangers next title be number 55 or number 1? Neutral supporters will be outraged if they are allowed to add to oldco honours.

12:37

Hi Chris - I think it will have to be No 1 for newco. It's an entirely separate corporate entity.

12:38

Comment From andy odonnell  this should answer williams question. fiorentina newco paid the debt of the oldco to buy the name which under Italian law was not liquidated but put aside. so if newco want they could pay oldcos debt off

12:38

Thanks for this Andy

12:39

Comment From Mick McCahill  Could it have been the case that Green went to D&P and said I have 8 amount of money now can you put a value against each of the main assets so that it fit with my budget? That's what it looks like to me

12:39

Hi Guest, In the CVA proposal dated 29 May, it confirms under point 4.29 that there is a valid floating charge in respect of Whytes companies. However, there is a nugget of information at the bottom of Schedule 7, which states "Group has confirmed that no debt is secured". This all suggests that there is a valid floating charge and that Whyte has confirmed there is no funds attached to that security. This appears to be definitive.

12:39

Comment From andy odonnell  Charles green might have been better popping into see you Maureen as iirc you spelt out exactly what hmrc's policy was regarding cva's and the deliberate withholding of hm's revenue on newsnight about 5 weeks ago

12:40

Thanks Andy. Our door is always open to anyone in need of advice. Oh, and our initial consultations are free (yes, that is a plug!).

12:40

Comment From Guest  How will @hmrc get money back, since assets moved to newco. I can't see Whyte or SDM giving any.

12:41

Hi Mick. The valuations were obtained by D&P before 5 April as they are mentioned in their report. When did Green come into the picture?

12:41

Comment From Ken  Is around £500 per hour a usual fee for insolvency practitioners to charge while acting as administrators?

12:44

Hi Guest (12.40), The Estimated Outcome Statement in the CVA proposal dated 29 May, estimates that unsecured creditors (inc HMRC) will share £953,284. The Administrator has sold the club, they will pass the surplus funds to the Liquidator, who will then distribute it amongs the creditors.

12:44

Comment From Rob  Why was Ibrox sold to Charles Green for such a ridiculously low price £5.5 million, surely it was worth much more?

12:44

Comment From Guest  Thank you.

12:45

Hi Ken. Fees charged by adminstrators vary a lot. D&P are a big London based firm and their rates reflect this. However, creditors have a say in how much administrators are paid. They can form a Creditors Committee, which is the best way to go about it. Or they can raise objections when the request for remuneratio is made to the creditors. Interestingly, HMRC proposed a modification to the original proposal and specifically inserted a right to challenge fees in their response to the 5 April proposals

12:45

Comment From Interested  Any suggestions as to when the HMRC case will ever be decided? Sure it was suggested April but this continues to drag on ....

12:47

Hi Rob, great question. It is astonishing that the assets are value at £143million, but only at circa £5m on a break up basis. As stated above, the Administrators have obtained independent valuations. If the independent values where higher, the Administrator would have had a duty to sell those assets on a break up basis.

12:47

Good question from Interested. No idea when it will be decided. No idea why it's taken so long. It's really important to HMRC though - there is a much bigger picture about the use of EBTs by thousands of other companies

12:47

Comment From Rob  How much os a name change will the newco have to have, ie could they call themselves Govan Rangers?

12:48

Comment From Iain  RE :12:37 The company has never won any titles. THE CLUB has won 54. As the CLUB still exists, the next title will be 55

12:49

Hi Iain. I'll publish your comment without further comment. I'm not sure you can separate the two quite so clearly but that's not really an insolvency point so others can debate this one

12:50

Comment From johns  If the new Rangers are buying the badge, they're keeping the same strip and almost the same name why aren't HMRC chasing them about starting a Phoenix company/club?

12:51

Hi Rob, It is possible that there will be the exact same corporate name i.e. The Rangers Football Club. There are restrictions on the re-use of Company names, but it usually applies where the same Directors commence a new company, and use a similar name. That does not apply in these circumstances, as we know it.

12:51

Comment From Scotty  Thanks appreciate you taking the time to answer me

12:51

Comment From Guest  Very good question, when did green come into the picture? Green himself mentioned the other day with regaurd to HMRC Cva result, he said and I quote "why did they not tell us this in february?"

12:53

It is not illegal to phoenix johns. People have their views on this but it's not against the law. Sometimes there's a good argument for doing so- sale of the business and assets can preserve jobs etc. In this case, newco has no directors in common with oldco so it's not strictly a phoenix.

12:53

Comment From Rob  What if Charles Green quickly sold Ibrox to another company (Tesco for example) for a large profit having only paid £5.5 million, would there be any liability, and if so who would be liable?

12:53

Hi Guest, I would refer you to our blog. HMRCs conditions for accepting a CVA is available for everyone to see online. http://mlm-solutions.blogspot.co.uk/2012/05/rangers-fc-hmrc-and-cvas.html

12:54

Comment From jaime  where does this leave the club? i don't want our club rfc to lose its heritage!!!!1

12:55

Hi Rob. There's nothing to stop Green selling it on. He'll keep the profit unless there is anything written into the deal he has with D&P which would allow some form of clawback or share in an uplift

12:55

Comment From Ken  Thanks for all your clear answers. If Whyte, Murray etc are found to have acted wrongly, could their assets, such as Castle Grant and wherever the succulent lamb was on offer be seized on behalf of the taxpayer?

12:56

Hi Jaime, Look at my response to William at 12.27. Hope this helps.

12:56

Comment From William  Thanks for info.

12:57

Comment From Rob  So after the dust has settled, Rangers will have no debt's! other than there own director's, same name, but the creditor's get very little or nothing, excuse my cynicism, but who is the winner here?

12:59

Hi Ken. There are various provisions in the Insolvency Act whihc allows directors to be pursued for a contribution to the company. Section 212 deals with Misfeasance - misapplication of company money or breaches of fiduciary duty. Section 214 deals with wrongful trading - where trading was continued beyond the point when directors should have seen that liquidation was unavoidable. If the case is proven, they can be called upon to make a cash reparation to the company. But they would not make that contribution in the form of a specific asset like a property for example

1:00	Comment From George  Why will it take weeks before the Liquidators take over - Duff and Phelps were in the door on the first night of administration will this permit some form cover-up?

1:01

Hi Rob, it does seem very harsh on the company's creditors. Whilst people do not find it palatable, insolvency legislation is designed to let businesses which cannot service it's debts to draw a line under it's affairs and move on. If it was not there, many businesses would simply not get off the ground for fear of failure and the financial consequences.

1:01	Comment From Andy  This has been a good read. For people questioning adding to the history of the club, remember that history, tradition and honours lie in the hearts of the fans. This is coming from a Middlesbrough fan and we were liquidated decades ago.

1:02	Comment From jaime  ok thanks, but will rangers trade as we know today without the debts?

1:04

Hi George. I know D&P have said they expect to be in office for 8 to 10 weeks but resolution 3 in their 5 April proposals clearly states that ' the joint administrators take the necessary steps t put the company into either CVL or compulsory liquidation ' once they anticipate that no better realisations will be made in the adminsitration that would be available in a winding up. It is now clear that this is the case. However they too have an obligation to report on directors to the DTI so they may have some technical functions to complete before they can exit

1:04	Hi Jaime, If it was a normal business, I would confidently say yes. However, there are so many potential anomolies here - SFA sanctions? SPL re-entry? Div 3? Impact on income? Outcome regards players contracts? I really is impossible to indicate at the moment what the final analysis will be.

1:05	Comment From Interested  If I was Craig Whyte or David Murray, should I be seeking the next plane to Argentina? Seems they have a lot to worry about.......

1:06

Comment From Albert  I would be interested to see what assumptions were made in respect of LSH's valuation of the heritable assets. Did they consider the (very likely) scenario of a sale and leaseback? This would generate, potentially, a significant uplift in value. Is there report publically available?

1:08	Interested - Mr Whyte doesn't seem to be phased by these matters. At the least, it must be embarrasing for David Murray . However, a great deal will depend on the outcome of the investigations

1:08	Comment From Guest  Hi Maureen,

1:09	Comment From Guest  Opps, note to self: don't press 'return' until the post is complete...

1:09	Hi Albert, see my reponse to Mick at 12.07.

1:09	Guest - occupational hazard!

1:09	Comment From Guest  Just a quick note to thank you and your colleagues for the time you have taken to help us all better understand the complexities at hand. Much appreciated.

1:09	Comment From Gordon  in relation to Duff & Phelps what sort of fee would you estimate they have made from the problems at rangers, i imagine they have been handsomly paid for there services ? and also who has paid this fee ?

1:09	Comment From Guest  Trish O'Connor ..If walter Smith gets his way with mr green will Walter be asked about any ebt's he might have recived? Or its still a corrupt business.

1:11	Comment From James  Might not be relevant but what if it transpires Whytes floating charge is legally binding? How would this affect the takeover?

1:13

Hi Gordon. There are 2 elements to this question of fees. The first is the fee they obtained from the work David Greir did for Craig Whyte and the second is the fee for acting as admnistrators. They are not on the list of creditors so its reasonable to assume they got paid for their earlier work. I understand they have estimated their fees in the administration at 3 million pounds - see the CVA proposal

1:13	Comment From Danny  If a newco is formed what happens to the players are they due to leave or can be carried over to the newco club?

1:14	Hi James, as stated above, D&P have stated that there is a floating charge, but that no funds attach to it. If that was untrue, it would not impact on the business and assets sale to the Newco, but it might have a significant impact on the the amount of monies an unsecured creditor would receive.

1:14	Comment From Rob  Thank's for taking the time to answer my question's, not always palatable answer's but thanks.

1:15	Comment From Allan Holdsworth  If a property developer offered £10M for Ibrox and the adjoining car park, would BDC be obliged to sell it to that developer?

1:17

Hi Danny - newco has been formed. In normal circumstances, employees would have a right to transfer to a newco but they are not obliged to. 9 times our of 10,they do because the don't have a lot of choice. However football players are in a different position and clearly have options. I understand that when players agreed to a temporary pay cut, they had various get out clauses written in to their contracts. The devil will be in the detail here.

1:17	Comment From Guest  Could the delay in the FTT decision indicate a criminal investigation is under way or about to start?

1:18	Re Guest comment - I'm afraid I don't know. I have no experience of dealing with FTTs. I have however dealt with criminal investigation by HMRC - these cases were not related to FTT decisions though

1:18	Comment From Dave  So, the club in some form returns from the ashes, debt free. Creditors get nothing, football gets no apology. Have they no shame?

1:19

Hi Allan. BDO stated yesterday that they could not give any guarantees on whether they will challange the sale, but that really is a holding statement because it is very early days in terms of their involvement. At this time, it is clear that the deal between the Administrators and CG to sell the business and assets to a newco has concluded. The business has been substantially marketed and there have been a number of closing dates for offers. Unless there has been an abuse of the process, it is very difficult to see how creditors can challenge the sale to CG. In summary, it is unlikely that the sale can be undone. That is not to say that CG could not sell to another party.

1:19	Hi Dave - note what you say. Not strictly an insolvency point so I'll just publish your view.

1:19	Comment From George  As far as UEFA nd FIFA are concerned the newco is a newco with no history - it is a new club - that is why it has to serve three years before being eligible to play in Europe.

1:20	Comment From Gordon  Will the new company that Rangers has formed have a bad credit rating due to the circumstances surrounding their debt?

1:23

Hi George. You have picked an exceptional emotive topic! I would refer you to my comments above re Leeds, Luton, Airdrie, Fiorentina etc. Furthermore, Neil Doncaster held the view that precedents have already been set (Leeds etc) that suggest the history continues. As stated above, this is a matter that will be debated for years to come!

1:24	Hi Gordon - the circumstances surrounding the debt of old co will not impact on newco which has different directors. Credit rating wll be based on the opening balance sheet of newco (one agency has scored it 25 as of today's date)

1:24	Comment From Ken  Once the decision has been taken to liquidate a company how long does it usually take before the company is defunct? This is important as while the Oldco exists they hold their SPL share and can vote to allow the Newco back into the SPL..

1:25	Comment From Mo  Is it straightforward for rangers to receive the old spl share and begin spl football on time? Or are we in for another manchester(the tvs gubbed episode)

1:26	Hi Ken. Liquidation can take a very long time- in this case, there is the matter of the litigation commenced by D&P against Collyer Bristow which is likely to be continued by the liquidators. Civil litigation can go on for ages

1:27	Comment From brian  hi. do you think d&p acted in best interest of creditors,they seemed to be more interested in the company,and keeping it trading.

1:28

Hi Mo, It is far from straight forward! It has always been highly likely that the Newco will have to approach the SPL to gain entry in to top flight Scottish football. As we know, all 12 clubs will have a vote on whether the New Company should be allowed in to the SPL. The other clubs really do have a difficult decision to make (finance vs the view of supporters). Only time will tell.

1:30	Many thanks for all the great questions so far. We are furiously typing away to get them all answered. Maureen & Allan

1:30

Hi Brian - when a company goes into admin, it has to do so for one of three purposes and these are heirarchical. The first purpose is the survival of the company as a going concern and only if that can't be achieved can they move to the second whihc is the sale of the busines and assets (newco). Sometimes you can rule out purpose 1 at the outset but D&Pdid not so they acted properly in trying to save the company. However, they do also have an overarching duty to creditors. I'll leave those with a financial stake in this process to decide

1:31

Comment From Tony  Much has been made of D&P's management of this affair, but it seems to me that much of their difficulty stemmed from their imposition of a 31st May deadline for exit. I say 31st May on the grounds that this was the date agreed with the players regarding wage reductions, following which the company would be unable to continue trading. Had they instead taken a longer term view, cut costs in other areas, and looked towards gains on disposal during the transfer window, it is quite conceivable that the period of Administration could have been extended while Creditors' interests were protected. In other words, had they taken the view that Admin was likely to be a longer term project, they could have ensured that the club was playing in the SPL next season still in Administration, albeit with diminished resources, but with a substantial cash position from player sales for creditor distribution. Question is: Would this view have been permitted technically? Was there a legislative obstacle to taking a 15 month view rather than a 3 month view? Thanks.

1:31	Comment From Guest  Thank you.

1:31	Comment From James  Great answer George.

1:31	Comment From Ethel C  Was it legal for the "assets" to be sold to CG if CW has a floating charge over them and owned them?

1:32	Hi Ethel, The Administrators have the powers to sell the business and assets without the necessity of consulting creditors (inc the floating charge creditor).

1:33	Comment From Wings Over Scotland  Is there any possible redress at all for creditors who feel that the assets of the club have been suspiciously undervalued in the sale to Green, and that no other bids were permitted?

1:33	Hi Tony - great question. Admin lasts for 12 months max but can be extended with the consent of the court. It would have been perfectly possible to proceed as you suggest

1:33	Comment From michael  is there anything to stop HMRC going to court to stop the assets bieng placed out of reach of the creditors?

1:36	Hi Wings, There is redress for creditors. Any creditor could raise a Gratuitous Alienation action against the Administrators on the basis that the sold the assets at undervalue. A word of warning, it is a very expense action to raise.

1:36	Comment From Tracy  People are asking how to get all the spl fan groups together, choose a spokesperson and let our feelings be known on Tv, radio and especially on SKY!

1:38	Comment From mick mccahill  I'm sure when the investigations are finished, skulddugery will have been found all over the now departed rangers fc, I just hope the punishment fits the crime.

1:39

hi Michael. HMRC would have to challenge the sale on the grounds that they had been 'unfairly harmed' by the transaction. The proposals published by the administrators on 5 April - and agreed by creditors subject to the modifications proposd by HMRC - dictate how the process works. Creditors agreed to allow D&P to sell the assets on such terms as they saw fit. Unfair Harm is a difficult case to argue. Alternatively, the challenge would have to be under section 242 - Gratuitous Alienation

1:39	Comment From Danny  After the liquidation/death of Rangers FC PLC and the creation of a brand new legal entity when can/does the new company become a new club?

1:40	Comment From Gordon  if you were appointed administrators is there anythng you would have done majorly different from what D&P have done ?

1:41	I'm honestly quite pleased not to be the administrator of RFC! however, Tony's earlier post about an alternative strategy is a good one and illustrates one way this could have been done differenltly.

1:41	Comment From Gordon  Why has Sky not commented on the situation? Why has the SPL not asked them 'If there is no rangers will we still have a contract?'

1:41	Hi Danny, As of yesterday, the New Company operates the club. Of course, it does not yet have membership of either the SPL of SFL, which is an essential rquirement for any professional football club.

1:42	Comment From Bob  if D&P win the case against COY-BRI who gets this money

1:43	Don't know the answer to the sky question Gordon-. Should we assume that the SPL or SFA have at least raised the question with them?

1:43	Comment From vinnie  Hi there. I was wondering. How d&p can sign rangers over to charles green for 5.5 mil. Surely liquidation wad the prefered option for hmrc as they can get a lot more for all the assets of rangers. Than the cva ofgered

1:45	Hi Vinnie- appreciate you've just joined us but we answered this question in an earlier response. If you scroll back up, you should get it. If not, come back and repost the question

1:45	Comment From Mick McCahill  Why do you think walter smith and co took so long to put in a bid for the assets of the now departed rfc. Its seem very strange?

1:45

Hi Bob, It will now be BDO that pursue Collyer Bristow, and that is a positive move for creditors, considering the percieved conflict of interest created by Daviod Grier's involvement with the Company before Administration. If BDO are successful, hopefully there will be a significant benefit for creditors.

1:47	Mick - again, don't kow. Sorry but there is an article by Jim Traynor which covers this. I'll try to find the link and post it up

1:47	Comment From TONY  Has the "assests "of rangers plc been released to the newco yet or are they in transition or is there any appeal over them being passed to charles green?

1:48	Tony - think the deal has been done. Sevco incorporated at the end of MAy. All Greeen's statements today suggest a done deal

1:48	Comment From Jimmy  Will BDO be able to investigate how Duff & Phelps came to their valuation of the assets? Are Duff & Phelps part of BDO's investigation?

1:50	Hi Mick, re Maureen's comment at 1.47 - here is a link to the Traynor article today. http://www.dailyrecord.co.uk/football/spl/2012/06/15/walter-smith-i-heard-mate-crying-because-he-feared-for-rangers-future-and-i-knew-he-had-to-act-86908-23896109/

1:50	Hi Jimmy. A liquidator can investigate the conduct of an administrator. The valuation process can be part of that. However, there's a longer answer to that question earlier on which you might finduseful.

1:51

Comment From Wings Over Scotland  In the event (seemingly unlikely) of a Gratuitous Alienation action being raised, what would be the outcome in practice were it to succeed? Would Charles Green have to compensate creditors? Or would Duff & Phelps have to? Or would the sale be revoked and the assets placed on the market? Or would there just be slapped wrists and fines and Rangers would continue under Green unaffected?

1:51	Five mins to go folks - thanks for your questions. If we don't get to them we think we'll be able to capture them afterwards. We'll post responses on our blog spot later! Thanks for taking part!

1:51	Comment From Dav  Do you think it would have been better for creditors if HMRC appointed the administrators? rather than D&P who clearly had conflict of interest.

1:53	Good point from Dave. HMRC did raise a challenge to D&P appointment but Lord Hodge appeared satisfied. Allowing the HMRC nomination to proceed would have avoided the problem

1:54	Comment From brian  thanks..

1:54	Comment From vinnie  Ok thanks. Apologies

1:54	Comment From Bob  Thanks for reply

1:54	Comment From Larry  Do you believe Craig Whyte could impact on the process given his claims to shares etc?

1:54	Hi Wings, The Court would have the following options open to it - Reduction Restoration Redress The most likely poutcome is that the Newco would have to compensate, or if it chose not to, the Court could unwind the sale entirely.

1:55	Comment From mick mccahill  why do you think the bid from Charles Green was accepted when the bid from the blue knights was more in terms of hard cash?

1:56	Hi Larry. Short answer is no. In the CVA proposal, Schedul7, there is a note to th ffiect that Rangers Group have confirmed that no debt is secured by the floating charge. Green has apparently already got Craig Whyte's shareholding although it might be useful to check that out on Companies House

1:56	Comment From brian  had a question so appreciate if dnt get answer,but on a scale of 1to10 just how serious are these EBTs if found to be guilty by HMRC.

1:58

Hi Mick, Based on what we know, TBKs bid was structured around a CVA being achieved, with no fall back plan in the event that the CVA was rejected. Our analysis is clear, the Company was never in a position to meet HMRCs criteria for a CVA. Therefore, the TBK bid had no realistic prospect of being achieved.

1:58	Brian - EBTs were a means of avoiding tax and were permissble, if used in a particular way, at the time RFC used them. The issue is that HMRC argue they were used by RFC in a way the law did not allow. EBTs were usedby thousands of companies and are of great interest to HMRC -

1:59	Comment From Wings Over Scotland  Thanks for taking the time to do this.

1:59	Comment From mick mccahill  are there any links to charlie green cw dg and D&P that you know of?

1:59	Hi Mick- none that we know of

1:59	Thanks Wings. Really appreciate you engagement.

1:59

Comment From Andrew  Hi, Whilst Green is in control of the assets surely he is going to require a not insubstantial pot of working capital to satisfy the payroll of TUPE'd staff. With no current income how can he do this? Will he have to rely on his investors for cash until NEWCO invoices start to be paid?

2:00

Comment From Marc Livingston  Is there any chance a court will pursue newco for oldco's debts & liabilities. If the new company is calling itself Rangers, puporting to be Rangers, claiming the history of Rangers, would a court not decide that it is in fact Rangers and newco is a sham? After all courts in England will 'look to the substance not the form'?

2:01	Hi Andrew - he's going to need a lot of working capital and must be relying on season ticket money coming in shortly. It's not clear how much, if anything, his investors are putting up beyond the purchase price and the transaction costs

2:01	Hi Marc, The way corporate & insolvency law is designed in the UK, the Courts cannot pursue the new company, within the context of RFC.

2:02	That's it folks! Thanks so much for your engagment. We'll try to pick up the unanswered questions later!

2:04	Comment From Wings Over Scotland  Oh, I had one last quick question - is insolvency law uniform across the UK, or is it different in Scots and English law?

2:05	Hi Wings. Distincly different.

2:05	Comment From brian  good stuff,enjoyed that.cheers

2:05	Many thanks all. Allan

2:09	Please remember to follow us on twitter -https://twitter.com/#!/mlmsolutionsuk and we will try our best to answer all unanswered questions from today.