Prestwich_Blue said:
Not strange really. Under normal circumstances it would be the shareholders whose interests were paramount. But RBS could call this debt in anytime they wanted so their interests are also at stake, as well as fans, if RBS were to go down the administration route.
Under English insolvency law the interests should rank in the follwing order:
1. Creditors with fixed charges.
2. Preferential creditors – primarily wages (up to £800 per employee) and
occupational pensions.
3. Creditors with floating charges (which will have crystallised, if not before, then upon commencement of the winding up).
4. Unsecured creditors, to the extent that they are not paid off from any ring-fenced fund.
5. Shareholders (according to the rights attaching to their shares).
Stakeholders (i.e. fans) have no rights.
Under the Companies Act 2006 s.172 the directors owe a duty to promote the success of the company for the benefit of the members as a whole. In doing so they may have regard to:
(c) the need to foster the company's business relationships with suppliers, customers and others,
(d) the impact of the company's operations on the community and the environment,
However their
primary duty is still to the shareholders.
So whether under insolvency law or company law the shareholders interests ALWAYS rank above those of fans / customers (who aren't creditors).
RBS's control of KFHL/KFL/LFC should, morally if not legally, be limited to the extent of it's security.
All that Broughton and co should have been concerned with (as directors representing RBS) was whether the bids on the table would repay RBS. Once that threshold was reached they should, I think, have turned their attention to which deal was better for the shareholders in terms of either generating a profit or at the very least minimising their losses.