Posted on May 28, 2012 by | 0 Comments
By Claire Corbin
Whether you’re a director or simply attending a meeting, it is always an administrative chore to keep accurate board minutes. The writing, checking and safe storage of board minutes is perhaps not the most enthralling of tasks for any individual who has seemingly endless priorities in starting a new business. However, as events continue to unfold on the South Side of the Clyde, it’s clear to see that taking a little time to do so could be valuable in the long-term.
For those who have managed to avoid the business and sports pages in Scotland since the middle of February, I’m thinking about the question of whether Duff and Phelps had a conflict of interest in acting as Glasgow Rangers’ Football Club administrators. If Duff and Phelps were aware of the Ticketus funding behind Craig Whyte’s purchase of Rangers, a conflict of interest arises. Any conflict should have prevented them from acting as the club’s administrators, being a position in which they would be bound to act in the interests of the club’s creditors. According to the BBC, “the Ticketus deal, if it stood, would make Rangers a much less attractive proposition to any potential buyer, since more than half of the club's income stream for the next three years had gone”.
However, Duff and Phelps have denied any knowledge of the arrangement with Ticketus at the relevant time and, moreover, have instigated legal proceedings against Mr Whyte and his lawyers, Collyer Bristow, for allegedly conspiring to defraud the club. The BBC state that Duff and Phelps’ “... case is based on the claim that at a crucial meeting just days before the deal was signed on 24 April, it failed to declare that the money being used to complete the purchase of Rangers was coming from Ticketus, not Mr Whyte”.
Interestingly though, the BBC has obtained the minutes from that meeting which the BBC says clearly show that Duff & Phelps partner, Mr Grier, was present. Mr Isaacs, an insolvency expert, added: "So this suggests that David Grier was in attendance at the very meeting in relation to which his partners are now taking legal action”.
The value and importance of those particular Minutes is self-evident. The lesson is also clear - write them, review them, sign and keep them. For some, such diligence will be second nature but if you are a start-up company with little or no experience of minute taking or record keeping, the MBM Company Secretarial Service may be of interest. It may be low down on the list of priorities in the early days but by simply investing some of your precious time in a conversation with either myself or Ross, we could help to keep you compliant with the Companies Act and relevant regulations, as well as saving you a considerably larger headache on the scale of the one outlined above.
It is worth taking a minute to take Minutes and, of course, it goes without saying that once the board minutes have been agreed, they should not be altered – or, forget having a bad headache, a migraine of the proportions felt in the recent Halliwells court case could develop. Here it was alleged that Halliwells’ former equity partners had altered the board minutes which detailed a deal struck with its landlord before the minutes were distributed to the rest of the firm’s members. The mediation in this case continues!
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