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£42million for the Phoenix 4.... and £30million for the accountants. Now that's what I call engineering.

By John Clancy on Sep 11, 09 09:35 PM in Finance

What's clear from detailed reading of the MG Rover report is the complexity of the corporate structures established by the Phoenix 4 for Phoenix and MGR's 'operations'. I recommend a quick glance at three diagrams in Chapters II and VII of the report (pages 27, 249,250) which show the evolution from a relatively simple and at least comprehensible structure in 2000 to one in 2004 which resembles corporate spaghetti. One of the last entities described in one part of the final complex structure is engagingly labelled "Win Win". How true. How very true.

The Phoenix 4 and the chief executive did extract over £40million from MGR through what I would call complex corporate structure engineering. It was designed to obfuscate and to hide what they were doing. Ring a bell? Yes, it's just like the banks did with Collateralised Debt Obligations and Credit Default swaps which led to the collapse of the banking system and also led to the coining of the phrase 'financial engineering'. Ironic isn't it, that financial engineering was at the forefront of this exercise, not motor engineering?

The engineering, though perfectly legal (more's the pity), was perfectly immoral. It produced a corporate system so complex that only the rarest of experts could appreciate and understand its workings. I have some sympathy with the reasoning that the reason it took 4 years to complete the report resulted from the fact that it took 4 years to create the structure which the report reported on.


Again, ironically, this structure worked like a well-oiled machine, a complex engine. It sucked away assets one way and blew out tax liabilities in another, routing them to complex exhausts and bi-valves ensuring that Phoenix was surrounded with isolators and converters protecting them from liabilities. MGR was the back box into which losses and liabilities were pumped and a back-firing system ensured that any tax losses could find their way back into Phoenix for them to utilise instead.

This kind of corporate engineering, like financial engineering, usually requires complex accounting and legal advice to work. Not least to ensure that it's legal.

I'm not, of course, suggesting that the accountants and lawyers here suggested or enabled this system - that is for others to judge more expert than I am in these matters.

But what the workers of Longbridge need to remember is that while the Phoenix 4 and the MGR chief executive took over £42million from the well-oiled machine, the report points out in its conclusions (Chapter XXV, para 56) that Deloittes, the auditing accountants, were invoiced for fees of over £30 million (yes, that's right, £30 million!) during 'the Phoenix Years' 2000-2005.

The report states : "Fees charged by Deloitte to the Group between 2000 and 2005 totalled £30.65 million. It might be suggested that the high level of Deloitte's non-audit fees, which amounted to £28.75 million (some 15 times Deloitte's total audit fees), might have posed a threat to Deloitte's independence and objectivity in respect of their audits of the Group."

While the report suggests that Deloitte's managed not to compromise themselves, and that in this case he who paid the piper did not call the tune, the figures involved, are in any event, utterly breathtaking.

The report does not give us a total for the solicitors' fees, but does mention that "on 7 April 2005, when there was known to be a very real risk that MGRG would have to go into administration imminently (as it in fact did the next day) and other creditors were not being paid, Mr Beale caused the company to pay Eversheds £417,201 in discharge of an invoice addressed to PVH".

So that's just one legal bill we know about. One can safely assume that lawyers' fees were in the many £millions as well.

While workers and creditor businesses ended up going bust, it's nice to know that the lawyers and the accountants and financial engineers of the West Midlands did not go without.

So it would appear that financial engineering and financial and legal services were the real winners in the 'Win Win' corporate structures, and they seemed to manage being promptly paid without too much difficulty.

So, while you can spend some time railing against the Phoenix 4 for what they extracted from the business, do not forget what the lawyers and accountants managed (again perfectly legally) to get from the exercise as well. As David Bailey points out in his blog, it's nice work if you can get it.

What it does show, again, is that we have spent far too long over the last 20 years rewarding financial and corporate engineers, when we should have been spending time rewarding real engineers.

John Clancy is a former Birmingham City Councillor and a former solicitor.

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4 Comments

Ian Halstead said:

Very interesting and revealing. Hopefully this will finally nail the lie; trotted out then and now by this greedy quartet, and their loyal spin-meisters, that they really were trying to run a motor manufacturing business, and not simply pouring money into their bank accounts and pension funds, by ever-more complex and devious means.
Be good to hear now from Deloitte's.

John Clancy said:

Thanks, Ian.


Well it is up to Deloitte's to explain what the £29million non-auditing fees were actually for.


If they did (and I did not suggest that they did above - I chose my words carefully) actually facilitate and enable the Phoenix 4's activities in creating the great behemothic corporate vehicle here then they have to take the stage with them in terms of the public's anger, I would say.


It's a rebuttable presumption so, you're right, perhaps they could rebut it!?


They're perfectly entitled to give the advice if asked, but £30million for it? Did they just facilitate a strategy presented by the Phoenix 4 on other advice, or did they advise the system in the first place? Were they the design engineers, or the shopfloor engineers?


Perhaps Eversheds could tell us how much they were paid by the Phoenix Fabulous Four in addition to the £400,000 they got paid on the eve of administration? And what for? The report states on page 5 that: "Eversheds acted extensively for individuals and companies associated with the Group between 2000 and 2005".


I wouldn't hold your breath, though. Presumably it will all be highly confidential. Handy, that. £30 million-worth of highly confidential.

John Clancy said:

Evershed's got £750K and Deloitte's got £6million (excluding VAT) on the succesful conclusion of the initial deal from BMW to Phoenix.(p39 of report, p56 of PDF 1).


The report states(p62/p45, pdf):

91. The tight timetable and consequential lack of due diligence discussed in paragraph 66 to 68 above are highlighted by an email sent by Mr Seabrook of Eversheds following completion in which he said:


“Congratulations and thanks to everyone for a great job in completing Phoenix within an impossible timetable – even if we don’t know what we have bought or what any of the agreements say!!”


Hmmm. Always wait 30 minutes (preferably a day) before pressing 'send'.

David Bailey said:

John, what's your estimate of the total amount taken out of the firm in payments to the Four / Five plus payments to advisors (for whatever reasons?). How far would this money go towards the £100 million the Phoenix Four claim was needed from the govt to get a (supposed) deal with Shanghai?

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