Too Much Cash, Wey Education and Patisserie Accounts

Are you stacked up with cash in your ISAs, SIPPs, and direct portfolios? As a dedicated follower of fashion (if the markets are falling as investors sell, then so do I) it is of some concern that the cash is not earning any interest. There was some relatively good news yesterday from soon to be listed A.J.Bell Youinvest. They are increasing the interest they pay on cash held in portfolios. Previously you got 0.05% on balances more than £50,000. It will now be 0.10% above £10,000, 0.15% above £50,000 and 0.25% above £100,000 on SIPPs and similar increases on ISAs and dealing accounts.

But that is still really quite paltry and still not good enough when you can get over 0.2% on even High Street bank deposit accounts and Goldman Sach’s Marcus account is offering 1.5%. Youinvest and other platforms must try harder I suggest to offer fair interest rates. In the meantime, the only option for investors is to take the cash out and deposit it elsewhere or spend it. But moving cash out of ISAs and SIPPs can make it difficult to put back in. The rules on such accounts should surely be changed to permit that more generally because at present it is “anti-competitive”. One option is to transfer your ISA or SIPP to another provider who does provide a better rate of interest on cash holdings, but that is such a tortuous and expensive process at present that it’s not really very practical to do so – at least the FCA is looking at that issue.

Why are investors selling? Apart from panics in certain stocks and sectors, such as the FAANG technology stocks in the USA, the political uncertainty in the UK is surely simply causing investors to take their money off the table. Folks are getting nervous. Reducing exposure to stocks likely to be hit by a hard Brexit or by the risk of a General Election and Labour taking power is a completely rational move. Private investors can do this quite easily while institutional investors apart from hedge funds can be more limited in their ability to do so. Investors in funds don’t like their funds to be holding large amounts of cash and the manager cannot easily move in and out of holdings in size without finding prices move against them.

Wey Education (WEY) is an AIM listed provider of on-line education. It has big ambitions but this morning the company announced that Executive Chairman David Massie has resigned with immediate effect. The cause is continuing health problems after major heart surgery. They also reported trading as “strong” but this will clearly be a major disruption in the short term as Mr Massie was undoubtedly the driving force behind the business of late. It rather highlights the danger of having an Executive Chairman in a company rather than a more conventional board structure. The share price is down 11% at the time of writing. This was one of my “experimental” small holdings where the picture has simply not developed as I hoped – that’s apart from the latest news. One concern here is that the company did not announce the fact that Mr Massie was only working part-time because of his health problems recently – surely this is “price-sensitive” information that should have been issued?

The Financial Reporting Council (FRC) have announced an investigation into the audit of the last 3 years accounts of Patisserie Holdings (CAKE) by Grant Thornton. They are also looking into the preparation of the financial statements by the former CFO. With the Serious Fraud Office (SFO) and the FCA also involved, the management of the company are going to be spending a lot of time talking to investigators. Let us hope that does not detract too much from putting the company back on a sound basis.

Patisserie has also been accused of failing to declare LTIP share awards to executives including the former CFO. Will there be action on that matter? I wrote a previous blog article on how they do things differently in the USA after the conviction of a former Autonomy executive for fraud – see https://roliscon.blog/2018/05/02/they-do-things-differently-in-the-usa/ . They also do things differently in Japan where Carlos Ghosn, Chairman of Nissan, has been arrested for misreporting his pay. Allegedly he actually received over $88 million over the last five years but only half was reported in their accounts. It is surely true that the UK is really quite “soft” on corporate misdemeanors of all kinds when it should be a lot tougher.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson )

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ShareSoc Seminar, new Patisserie CEO and Brexit

I attended the ShareSoc AGM and Company Presentations Seminar last night. The AGM was routine but a couple of points are worth noting: 1) Total membership increased to almost 4,000 in 2017 and I gather it has increased further since – partly from the Beaufort campaign; 2) Lord Lee, a well-known writer for the FT on small cap stocks, has become “Patron”. Anyone reading this who has not yet become a full, subscribing Member of ShareSoc should do so because they do an enormous amount of good work for investors.

As regards the company presentations, here is some brief coverage of the first three:

Ilika (IKA): This company produces solid-state batteries which have advantages over other battery types for certain applications. I first saw this company present to investors a couple of years ago. Revenue is creeping up but losses still exceed revenue. As last time, there seem to be some business opportunities but major revenue growth and profits do not appear to be likely in the short term. They might have interesting technology but can they sell it at a profit and in volume? Until they can prove this, I don’t think it’s a company in which I will consider investing.

Pelatro (PTRO): This company provides marketing software to telecoms companies. The company was only incorporated in January 2017 and listed on AIM in December of that year. They did a placing to raise more funds in August 2017. It’s clearly early days yet but revenue is forecast to grow rapidly. The CEO was a glib and fast talker which somewhat put me off, but he did explain the business reasonably well. This is definitely one I will do more research on. The AIM prospectus is of course available on their web site which is always worth reading for newish listings. However, attempting to print their last Annual Report caused Internet Explorer to hang twice, which is somewhat annoying.

Forbidden Technologies (FBT): This company provides technology to edit and manage videos using a proprietary codec. At least that is so far as I could understand it. The company has been listed on AIM for years but has been consistently loss making and revenue last year was still less than £1 million. There were a couple of existing disgruntled shareholders in the audience. The company came across as having some interesting technology but no very clear focus on who they were going to sell it to, what the USP was, what the competitors are, etc. Was it to be sold to major platform operators, or consumers? Looks like a typical company founded by technologists who don’t have strengths in sales and marketing – a very typical UK story. I could not see that the outlook will change because the presenters could not even sell the company to investors.

Perhaps I am being harsh on Ilika and Forbidden Technologies. But technology companies and their managers do need to learn that there is more to business than having a good idea and some bright technical staff.

The interesting news today was that Patisserie Holdings (CAKE) CEO Paul May has departed and a new CEO with a CV as long as your arm on “turnarounds” has been appointed with immediate effect. It’s hardly surprising that Paul May has left. The previous CFO went promptly after the alleged fraud was discovered but internal systems seem to have been very lax with the CEO not knowing about winding-up petitions and bank overdrafts. I hope he will be returning the bonus shares he obtained based on the false accounts.

Incidentally there will be a discussion on Patisserie at the Mello London event run by David Stredder on the 26th November – see http://melloevents.com/mello-london/ . The Mello events are always interesting for investors in small cap companies.

Brexit

One reader of my blog suggested that politics was off topic for this blog and I should stick to investment matters. But the blog does cover wider issues occasionally including economics, politics, corporate governance, management, transport, art, London events and other issues. Yes I do have a very broad range of interests! But Brexit is so key to the future financial health of the UK economy, and hence to investors in it, that it would be remiss not to cover it to some degree. No doubt that it is the reason why the Financial Times goes on about it endlessly.

Now I think the best comment on the current position was given in this tweet by my M.P., Bob Neill: “With all respect to some of my colleagues, pontificating about the draft deal Theresa May has secured before they have even read the text does not do justice to the seriousness of the issues at stake. The country deserves better than that and any proposals deserve a fair hearing.

I am therefore going to defer comments myself in detail until I have read the whole 585 pages of the draft withdrawal agreement and a couple of associated documents. You can find them here: https://www.gov.uk/government/publications/progress-on-the-uks-exit-from-and-future-relationship-with-the-european-union . I will also listen to what Mrs May has to say and other intelligent commentators before coming to any conclusions.

Although I am keen on many aspects of Brexit and hope it can be achieved without too much in the way of compromises, and with a practical solution, we certainly should not rush into any decision on the matter. This is not the time for emotion, or grandstanding.

Anyone who has read the whole 585 pages of the draft withdrawal agreement is welcome to post some comments on this blog of course. There’s a challenge for you!

Roger Lawson (Twitter: https://twitter.com/RogerWLawson )

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Arron Banks on Leave.EU, Smithson and Patisserie

The Andrew Marr interview of Arron Banks was all good knock-about stuff but there was no knock-out blow inflicted. Andrew Marr was interviewing Arron Banks about his £8 million funding of the Leave.EU campaign. The Electoral Commission have recently asked the National Crime Agency (NCA) to investigate the matter as they apparently do not believe his story about the source of the funding. The suggestion has been made that the funding came from Russian sources or from a company registered in the Isle of Man (Rock Holdings) which would not have been permitted under electoral law.

You can watch the full interview here: https://order-order.com/2018/11/04/arron-banks-marr-interview-full/

Mr Banks made it clear that the money came from Rock Services Ltd and strenuously denied it came from other sources. Andrew Marr suggested Rock Services was a “shell” company and that neither that company nor Mr Banks had sufficient financial resources to cover the £8 million in funding.

It is of course a simple matter to look at the accounts of Rock Services Ltd at Companies House (it’s free to do so – go here: https://beta.companieshouse.gov.uk/search?q=rock+services+ltd ).

Rock Services Ltd hardly looks like a “shell” company which is normally used to describe a company with no revenue and no assets apart from possibly some cash. Rock Services had Turnover of £50 million for the year ending December 2017 but little in the way of profits or net assets. But it did have fixed assets of over £1 million. This is hardly a “shell” company in the normal usage of the word. The “Strategic Report” says the company’s “principal business activity is that of performing a recharge function for services for the Group and other related parties”. The profit of the company is generated from service charges added to costs and salary recharges.

Aaron Banks has been running motor insurance companies for many years and is involved in a group of companies which includes Rock Services, Rock Holdings and UK registered Eldon Insurance. I vaguely recall he was involved in a company called Brightside I held shares in from 2012/2014 which was publicly listed before being taken over. The accounts of Eldon Insurance can also be read at Companies House and indicate revenue of £77 million and profits of £1.8 million in 2017. Another substantial company in the Group is Southern Rock Insurance which is based in Gibraltar. You can see a complete list of group companies and their transactions through Rock Services Ltd on page 15 of their accounts.

In summary the allegation that Mr Banks or his UK companies did not have the financial resources to make the donation to Leave.EU is not reasonable, and Andrew Marr and his researchers should have looked into the background more before making the allegations he made.

As Mr Banks said in the interview, other donations were made to the remain campaign from subsidiaries of foreign companies. Why were they not being investigated? It certainly looks like a witch-hunt to me. It would seem to be more about politics than election regulation.

Note that Companies House is an invaluable source of information on companies and their directors. All investors should be familiar with it. It can be useful in other ways – for example I recently obtained a bid from a company to provide web site development work. That was done from the email address of a company that was different to that from which they suggested would do the billing. When I looked the former company up at Companies House it had actually changed name a couple of years ago and under its latest name had got appallingly bad references on the internet. Needless to say I decided not to do business with them.

Smithson Investment Trust (SSON) is now trading at a remarkable premium to net asset value of 7.4% according to the AIC after its recent IPO. Bearing in the mind the state of the market and the fact that it can hardly have yet invested the money raised (one might call it a “shell” company), it would seem investors are putting a high premium on the name of Terry Smith and his involvement in this trust. There must be investors out there who are purchasing shares at that premium to maintain this “discount” but that seems very unwise to me when most investment trusts have historically traded at a discount. The reason for this is quite simple – investment trusts incur costs in management and administration which reduces the yield and returns on the underlying shares they hold. Investors can always buy the underlying shares directly to avoid those costs. In the recent bull market and recognition of late of the merits of investment trusts, some have been trading at small premiums but a premium of 7.4% when the company has no track record and will be mainly holding cash seems somewhat unreasonable.

As I said when reviewing the IPO, it may be best to wait and see what transpires for this trust.

Patisserie (CAKE) and the recent General Meeting have been covered in several previous blog posts. I have previously mentioned that I was not happy that Luke Johnson did not answer my questions – he ruled them out along with a lot of others. When can a Chairman refuse to answer questions in a General Meeting? It was always judged to be matter of common law that questions should be answered but that has now actually been put into a Regulation.

I have written to Mr Johnson and my letter includes these paragraphs:

  1. As regards the conduct of the General Meeting, I suggest you not only handled it badly as Chairman but that refusing to answer my questions was a breach of The Companies (Shareholders’ Rights) Regulations 2009. There are valid grounds on which you can refuse to answer questions at General Meetings but the reason you gave for not answering mine (refusal to answer any questions that might prejudice the investigations) was not a valid one.
  2. Holding a meeting a 9.00 am is also not good practice. This note published by ShareSoc (and partly written by me) gives guidance on how to run general meetings, and includes references to the law on the subject: https://www.sharesoc.org/How_To_Run_General_Meetings.pdf

If you study the aforementioned regulations, you will see that the directors can refuse to answer questions that would require disclosure of confidential information or “if it is undesirable in the interests of the company or the good order of the meeting that the question be answered”. That may be quite broad but it hardly covers the questions I posed and the answers to my questions would certainly not have prejudiced any investigations.

I have therefore asked him to answer the questions in my letter. He may have other things on his mind, but all company directors should be aware of the law, or take legal advice when required.

Shareholders should not allow directors to ignore their responsibility to answer reasonable questions.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson )

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Earthport Accounts, City of London IT and Patisserie

Earthport (EPO) is the latest AIM company to report that its past accounts are not all they should have been. Following a review by the new CEO and CFO, it seems there have been errors in reporting of forward foreign exchange transactions. This will result in fair value adjustments and a reduction of £6.3 million to £16.6 million in the net assets of the group at June 2017. Likewise adjustments are required to previous years. Reported earnings are also reduced although there is no cash impact.

This is a payments business which has been consistently loss making despite growing revenue. The former Chairman and CEO (who was still on the board as a non-exec director) have departed “with immediate effect”. This is surely yet another case of audit failure. Who were the auditors? Answer: RSM. But it’s worth reading their audit report in the 2017 Annual Report where they highlight some problems in the same area.

I do not currently hold shares in Earthport and this latest news is hardly likely to inspire confidence in the company from investors. After many years, the company has not proved it has a business model that can generate any profits.

Pressure of business meant I missed attending the City of London Investment Trust (CTY) Annual General Meeting on the same day as the Patisserie General Meeting. This is one of my most boring holdings as it’s mainly invested in large cap UK companies. But no problem in not attending the AGM in person because there is a recording of it available here: https://www.janushenderson.com/ukpi/content/trustslive?o_cc=c3926 . That even includes the question/answer session which was omitted in a previous year. If you watched it while it was taking place you could also submit questions. This approach is to be highly commended.

The interesting comment I noted from fund manager Job Curtis was that they had recently put more money into the market and were gearing up. He clearly perceives there are value opportunities in the market after recent declines. Others seem to agree with him because the market is now picking up.

Just one postscript on the Patisserie (CAKE) General Meeting. Lombard in the FT (Matthew Vincent) questioned this morning whether placings were the only option. He suggests the company could have delayed and done a rights issue. This is basically the same issue that was raised at the Meeting by some shareholders. But it’s very unrealistic to suggest that was a viable option. In reality I think the appetite for a rights issue would have been very low because of the lack of financial information on the current position of the company. I certainly would not even have participated in the placing! Undertaking a rights issue when there was great uncertainty about the level of support would hardly have been recommended by any advisors. In addition it would have taken a lot longer to do that than it took to do the first placing. Time is of the essence in the circumstances the company faced and looking for bankers to fill the delay hardly looks realistic to me either.

I suggest Luke Johnson took the only reasonable steps available and he should be thanked for saving the business. Shareholders should be very glad that the company did not get stuffed through a pre-pack administration which is what I rather expected would happen, in which case they would have lost everything.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson )

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Patisserie General Meeting – No Excitement But Few Questions Answered Either

I attended the General Meeting of Patisserie Holdings (CAKE) this morning at the ungodly time of 9.00 am – presumably chosen to deter attendance. An announcement earlier from the company will also have deterred attendance as it said no questions on past events would be answered so as not to prejudice investigations by “multiple regulators and authorities”. But there were about 20 shareholders present, including some institutional representatives.

This GM was to approve the second tranche of share placings and I expected it to be voted through which it was on a poll by more than 90% of shareholders. To remind you this company was on the brink of going into administration after the board discovered the accounts were false and the claimed cash on the balance sheet non-existent. In fact it was stated in the meeting that net debt was more like £9.8 million rather than as previously stated. Executive Chairman Luke Johnson kept the company alive by giving it an interest-free loan and arranging an emergency placing. As I said in the meeting, I considered the company had no better alternative to the actions taken having been involved in other similar problem situations before. I think shareholders (including me) are very lucky that Mr Johnson chose to take the steps he did. Mr Johnson reiterated there was no viable alternative several times in the meeting because there was no time to arrange anything else. He indicated later that he had not participated in the placings because he did not want shareholders to think he was acquiring shares cheaply and hence his interest in the company will now be diluted (he’s now down to 28%).

However there were several shareholders who expressed their unhappiness at the turn of events as one might have expected. There was one particularly vociferous shareholder who suggested that shareholders will lose 88% of their value as a result of the placings and that there should have been a rights issue instead. The shareholder said it was immoral, and unfair.

Mr Johnson opened the meeting by thanking shareholders for the messages of support he had received in the recent dark days. The board was doing everything it can to safeguard the company. There was potential fraud and a miss-statement of the accounts. Those errors are likely to have affected previous annual accounts.

He said that regulatory authorities including the SFO were investigating so he could not comment further. He believed it was a business worth saving and he had committed to reduce his other activities (in response to a question later he said he no other roles now).

Chris Boxall from Fundamental Asset Management asked if those supporting the placings had access to more information that others, i.e. other than that publicly disclosed? The answer was no. Comment: they must have faith in Luke Johnson because with so little information available it is very unclear what the future profitability of the business might be and there are big potential liabilities.

In response to other questions he said current trading had not been affected, although two sites had been closed. They are recruiting new staff when asked about management changes.

I tried to ask two questions:

  1. Is it possible the company could become liable to compensate shareholders for the “market abuse” related to the issue of false accounts [on which basis some investors will have purchased shares]? This is surely a similar situation to the case of Tesco where the FCA instructed the company to pay compensation. Shareholders taking up the placing shares might be interested in the answer. Mr Johnson refused to answer the question.
  2. Have you appointed lawyers to pursue claims against the former finance director (Chris Marsh) in respect of the fraud or to recover the value of share bonuses paid to him and the CEO (Paul May) on the basis of the false accounts? Mr Johnson refused to answer that question also.

Note that as this was a General Meeting there was no good reason not to answer those questions as they could not possibly prejudice the investigations by the legal authorities. This is an abuse of company law and I will be making a complaint about it.

What can shareholders do at this point? Not a lot but just await the results of the investigations and possible subsequent actions by the legal authorities. This might take many weeks, months if not years from past experience. The shares will remain suspended for the present. But I suggest shareholders should do the following:

  1. Write to Luke Johnson requesting that the company takes all possible legal steps to recover loses to the company that have resulted from the fraud from those who perpetrated the likely fraud, and in addition take steps to recover the value of shares issued to former and current directors under share option schemes that were based on the false profits that had been declared. In addition the company should examine the role of the auditors as it appears that they may have failed to pick up the accounting errors and failed to check all relevant bank balances and hence there may be a claim against them. Note: it is a lot easier for the company to sue former directors or auditors than it is for shareholders, however much they may wish to forget about it and move on.
  2. Write to the Financial Conduct Authority stating you were induced to invest in the shares of the company based on false accounts and encourage them to pursue legal actions against those at fault accordingly. In addition as this was a case of market abuse (similar to that at Tesco), request that the company be forced to compensate the affected investors accordingly. You should also encourage them and the SFO to move as fast as possible in their investigations as they are not known for speed in such matters.

So that’s a summary of the meeting held on a gloomy wet day in London – which probably matched the mood of the shareholders present. There were members of the press there getting their views no doubt for publication in the media later.

To look on the bright side, as I have an enormously diversified portfolio I found on exiting the meeting that my overall portfolio had risen more that morning than my potential losses on Patisserie simply as the overall market picked up. I may therefore be more sanguine than others. There is a lesson there of sorts for investors, but I also consider myself relatively lucky.

As someone said to me in the meeting, this was a company where there were no warning signs that investors could easily pick up in respect of the accounts. Investors cannot blame themselves for investing in what appeared to be a sound, profitable company from the accounts. Fraudulent accounts can fool even the most experienced investors.

Picture below is of Patisserie café in King’s Cross station take on my way to the General Meeting.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson )

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Patisserie Cafe 2018-11-01

Yu Group Crashes, Patisserie Holdings LTIPs and Audit Quality

The latest example of defective accounts in small cap companies is Yu Group (YU.) who announced this morning that accrued income had not been recognised correctly, that trade debtors need impairing and gross margins will not be as expected. The result will be a £10 million reduction in profitability when compared with current market expectations so there will be a loss for the current financial year. The shares are down over 80% at the time of writing.

Yu Group are a utility supplier to SMEs and listed on AIM in 2016. It would seem likely that these problems go back into past years. The auditors are KPMG.

The latest announcement from Patisserie Holdings (CAKE), after a note published in the FT yesterday on directors’ share options and their exercising is a clarification of the LTIPs. It ends by saying that “The Company, as part of the on-going investigation, is seeking to understand why the grant of options relating to 2015 and 2016 have not been appropriately disclosed and accounted for in its financial statements”. So that looks like another bit of bad news as one might expect now that everyone is looking very carefully at the past reporting by this company. But this is surely another matter that should have been picked up in the last audit.

It’s not just small companies that have audit problems. BHS and Carillion are recent examples of large companies where the reported accounts were suspect. How to improve the quality of audits? One big issue in my view is the fact that audits are often priced as low as possible to get the business. Companies tender for audit services and they are likely to pick the lowest cost bid, thereby relying on regulations to ensure that the standard is acceptable. Most company directors believe their internal systems are good and their staff trustworthy, so why should they spend a lot of money on an independent review of same? Meanwhile audit firms use audits as a loss-leader to build a client relationship that enables them to obtain much more lucrative consultancy work.

One change that would improve matters would be to ban audit firms from taking on non-audit work from the same client.

Another improvement would be to have someone else than the directors appoint the auditors. It has been suggested that an independent body be set up to do that, but perhaps the best solution is to have shareholders select and appoint the auditors via a shareholder committee. Shareholders have the most interest in seeing accurate accounts published and shareholder committees have many other advantages, as has been advocated by ShareSoc of late.

Regulation only ensures adherence to high standards if the penalties for getting anything wrong are severe. But that is not the case at present. Very few cases of defective accounts ever result in the auditors being severely penalised because they have numerous possible excuses for not discovering what was wrong. The Financial Reporting Council (FRC) needs to get tougher and be less dominated by the audit profession.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson )

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Brexit Prevarication, The Company, Sarbanes-Oxley and Patisserie Holdings (CAKE)

Prevarication definitions: delaying giving someone an answer, or avoiding telling the whole truth. Theresa May’s suggestion for an extension of the Brexit transition period surely smacks of prevarication and all sides of the Brexit debate saw it for what it was. The result is some furious back-peddling by the Prime Minister. Putting off decisions usually does not make them any easier. It is not at all clear what the PM’s strategy is here. Was she perhaps hoping to put off Brexit negotiations until after the next election when she might have a bigger majority and will not have to rely on the DUP? As the EU has been saying, she needs to spell out what arrangements the UK wants and preferably ones that are likely to be acceptable to the EU – otherwise gear up now for a hard Brexit.

One of the problems with a hard Brexit would be the likely tariff barriers to both exports and imports. The economy might quickly adapt to those but it was interesting reading a book named “The Company” by John Micklethwait and Adrian Wooldridge – I am doing some research on the way joint stock companies developed to see how we got to where we are, which the book covers well. One interesting paragraph covers what happened after the first world war when protectionism rose and the US and UK introduced tariff barriers on certain goods. That is why Ford and GM set up car plants in the UK which was a strategy to get around those barriers. So if we have a hard Brexit, we might see the same response – UK companies will set up European subsidiaries and vice-versa. Smart businessmen are experts at getting around political problems!

The book “The Company” is highly recommended as an easy read on the development of companies, but it is not very complimentary about the amateur UK management in comparison with the professional managers of big US, German, Japanese, etc, companies. Competent and well-trained professional management seems to be a lot more important than particular legal or corporate governance structures.

Another section of the book covers the debacles of Enron and Worldcom which were massive frauds hidden by defective auditing (which also caused the collapse of Anderson) after which a new Act was passed in the USA – the Sarbanes-Oxley Act. This required not just rotation of audit partners, but to quote from the book: “The law also requires CEOs and chief financial officers to certify the accuracy of their financial reports, and it creates a new crime of securities fraud, making it punishable by up to twenty-five years in jail”. It also enabled claw-backs of executive compensation for misconduct.

Although there has been some criticism of Sarbanes-Oxley in the USA for adding onerous obligations on companies, and hence adding to costs, perhaps that was a result of the way it was implemented that was over-zealous. But surely it is this kind of legislation that is required in the UK if we are to clean up the financial reporting and auditing of companies after so many recent failures. Making the publishing of false accounts a criminal offence with severe penalties would be a good starting point.

One such recent example is of course the small company Patisserie Holdings. There was an interesting article in Shares Magazine this week where the Editor pointed out that the case was similar to that of Tesco. In 2017 the Financial Conduct Authority (FCA) forced that company to compensate certain shareholders for publishing false accounts on which basis they had invested. See https://www.fca.org.uk/publication/final-notices/tesco-2017.pdf for the FCA Notice on the matter. This decision was based on the fact that it was considered to be market abuse to make false announcements, and hence a false market was created. Although Patisserie is an AIM company, it is probably covered by the same market abuse regulations. So this issue might be a question for the General Meeting of Patisserie on the 1st November. Will Patisserie need to provide for such financial compensation before the FCA forces them to, which could be substantial if the alleged financial fraud had been going on for many months? The answer might not just interest past investors but those who are purchasing shares in the placings.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson )

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