Theresa May has said that she wants to reform capitalism and stamp out irresponsible corporate behaviour following the publication of the report by MP’s into the demise of BHS.
Sir Philip Green, Dominic Chappell (whom Green sold BHS to for £1 last year), and the other directors of Chappell’s consortium are accused of exploiting the company for personal gain as it collapsed, leaving a £571m pension black hole.
Whilst the report did not suggest that Sir Phillip had done anything illegal, MPs have been scathing in their condemnation of Sir Phillip, calling him the “unacceptable fact of capitalism” and urging him to resolve the pension deficit.
The response from Mr Green has been to threaten legal action against Mr Chappell and his consortium for misuse of BHS funds and false representation and to demand an apology from MP Frank Field for accusing him of theft of company monies and comparing him unfavourably to the late Robert Maxwell.
The collapse of BHS is now being investigated by the Financial Reporting Council, Serious Fraud Office and the Insolvency Service. The report illustrates that there are undoubtedly grounds to examine whether any of the directors of BHS, past or present, have breached their duties as company directors and should be disqualified and/or prosecuted.
Directors are subject to statutory, equitable and common law duties which include, by way of example, the promotion of the success of the company, making decisions for the benefit of the company, adhering to employment legislation relating to employee rights and pay and ensuring that the company’s accounts are a true and fair view of the company’s finances.
Directors can be personally liable for a company’s business liabilities and be fined, prosecuted or disqualified as a company director if the rules are not adhered to. It can be a fine line when a company is starting to fall between taking action to keep the company in business and committing an offence such as wrongful trading which can result in personal liability and disqualification as a director.
Despite the stringency of the rules in practice, the public perception is that breaking those rules for the most prominent (and honoured) businessmen appears to have little immediate impact.
The prime minister’s spokesman said “The prime minster has already set out that we need to tackle corporate irresponsibility, reform capitalism so that it works for everyone, not just the privileged few.”
So far, the fallout for Sir Green has only resulted in further legal dispute and a review of his knighthood. Whether any director is formally brought to account and/or disqualified for the demise and failings of BHS remains to be seen.
