Archive for January 19th, 2012

19 January 2012

SFO to institutional investors: We will target shareholder dividends – it is your duty to ask companies about their anti-corruption procedures

Serious Fraud Office is looking to recover more dividends paid by companies that have breached anti-corruption laws

Last week the Serious Fraud Office took the innovative approach of using proceeds of crime legislation to recover dividends paid by Mabey and Johnson Limited to its parent shareholder, as we reported in this post. Mabey and Johnson had previously admitted corruption and breaches of UN sanctions.

This was the first time that the SFO has pursued dividends paid to shareholders who may be entirely unaware of the corrupt actions of the company paying the dividend. The SFO’s Director, Richard Alderman, stated his belief that institutional shareholders should “satisfy themselves” as to the business practices of the companies in which they invest. That provoked various comment that the SFO was adding to the governance burdens placed on institutional shareholders (see, for example, in the FT, “Fund managers should not have to police bungs abroad“).

“There are other cases we are looking at where we shall do this again”

In a speech yesterday at a Transparency International Anti-Bribery Training Launch (and see here for the free Bribery Act training materials made available at that launch), Mr Alderman reacted to this criticism and stressed his view that investors have a duty to engage with their investee companies on corruption and compliance issues:

19 January 2012

Very related party transaction: Stobart Group buys back property portfolio from its Chief Executive and Chief Operating Officer

Heavily-indebted properties had declined in value by around £50 million since 2007

Stobart Group Limited (Stobart), the transport group with a Premium Listing on the London Stock Exchange, announced on 17 January 2012 that it is to purchase a property portfolio held in a company called WADI Properties Limited (WADI), for a consideration of £12.35 million, the assumption of £88.85 million of debt and a bank fee of £2.8 million– making a total enterprise value of £104 million.

Independent valuation less than price paid by Stobart

This WADI property portfolio had a gross market value of £98.93 million as at 30 November 2011 – some £5 million less than the enterprise value being paid by Stobart.

Vendors are Stobart’s CEO and COO

The vendor of WADI is a company controlled by the Stobart Chief Executive (Andrew Tinkler) and the Stobart Chief Operating Officer (William Stobart) . The Stobart Finance Director and the Stobart Deputy CEO are also directors of the vendor of WADI.

As Mr Tinkler and Mr Stobart are directors of Stobart

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