Linklaters grilled by MPs over due diligence failures on BHS sale
Due diligence process criticised by MP committees following the collapse of BHS
May 24, 2016 at 05:20 AM
6 minute read
The original version of this story was published on Law.com
Linklaters was criticised by MPs for its role in the sale of retailer BHS prior to its collapse, as three firms faced questioning this week (23 May).
Linklaters, Nabarro and Eversheds partners appeared before the House of Commons Business, Innovation and Skills Committee and the Work and Pensions Committee as part of the ongoing inquiry into the sale of BHS to Retail Acquisitions, by retail tycoon Philip Green's Arcadia Group for £1 last year.
The retailer went on to fall into administration last month (26 April), putting 11,000 jobs at risk and leaving a £571m hole in its pension scheme.
It has since emerged that Retail Acquisitions director Dominic Chappell had been declared bankrupt twice prior to buying BHS.
Linklaters corporate partner Owen Clay, who advised Arcadia on the sale, was repeatedly questioned by MPs on whether he was satisfied with the due diligence conducted into Chappell.
Clay stated: "We are not required to do due diligence on other legal [firms'] customers."
He went on to add that Linklaters had taken what he described as a "slightly unusual" step to ask Olswang about the due diligence it had conducted on Retail Acquisitions and that he "was assured that they had done a very detailed due diligence on that person".
Chair of the Work and Pensions Select Committee, Labour MP Frank Field, asked Clay whether he felt "any responsibility" after failing to discover "the most obvious thing about this person".
Field then asked Clay: "Do you think it would be fair for other companies who might be looking at selling all or part of their holdings not to use either of your two firms?"
Clay replied: "You would need to ask them."
In an earlier session, pensions partners from Nabarro and Eversheds faced the committees' questioning on BHS's £571m pension deficit.
Nabarro partner Ian Greenstreet advised Arcadia's owner Taveta on pensions between 2009 and 2015, but he cited client privilege for making him "constrained on what I can and cannot say" and stated that he could not "comment on specific advice related to the transaction".
The MPs also heard from Eversheds partner Emma King, who advised the trustees of the BHS pension scheme. The committees heard that Project Thor, a draft proposal to restructure the scheme, was put on hold in autumn 2014 to allow the store's management to focus on the busy Christmas trading period.
On 25 May, it will be the turn of Olswang corporate partner David Roberts to face the MPs' questioning, in connection with his role advising Retail Acquisitions on its purchase of BHS.
The retailer went on to fall into administration last month (26 April), putting 11,000 jobs at risk and leaving a £571m hole in its pension scheme.
It has since emerged that Retail Acquisitions director Dominic Chappell had been declared bankrupt twice prior to buying BHS.
Clay stated: "We are not required to do due diligence on other legal [firms'] customers."
He went on to add that
Chair of the Work and Pensions Select Committee, Labour MP Frank Field, asked Clay whether he felt "any responsibility" after failing to discover "the most obvious thing about this person".
Field then asked Clay: "Do you think it would be fair for other companies who might be looking at selling all or part of their holdings not to use either of your two firms?"
Clay replied: "You would need to ask them."
In an earlier session, pensions partners from Nabarro and
Nabarro partner Ian Greenstreet advised Arcadia's owner Taveta on pensions between 2009 and 2015, but he cited client privilege for making him "constrained on what I can and cannot say" and stated that he could not "comment on specific advice related to the transaction".
The MPs also heard from
On 25 May, it will be the turn of
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