Clerys workers and company law
Gerry Adams criticised the treatment of Clerys workers and concession holders, alleging conflicts of interest and flaws in company law. The Taoiseach outlined Government engagement with workers and the liquidator, and committed to having the Company Law Review Group examine possible reforms.
I concur with the remarks of Deputy Micheál Martin and the Taoiseach on this terrible tragedy and appreciate that I will have the opportunity to speak about it later. For the present, I want to return to the issue of what the Taoiseach described as the grossly insensitive and appalling treatment of Clerys workers and concession holders. Boston based vulture capitalists, Gordon Brothers, purchased Clerys in 2012 for what was believed to be a sum of €12 million. The sale was made possible because Bank of Ireland wrote off €10 million of Clerys debts and lent the same amount to Gordon Brothers. In July 2013, 80 staff were let go at Clerys, whereas it is believed Gordon Brothers received €14 million in insurance moneys for flood damage. Gordon Brothers separated Clerys' retail business from its property assets by setting up two firms, OCS Operations and OCS Properties, before selling the latter for €29 million to Natrium Limited last week. Natrium Limited was only incorporated on 27 May as a vehicle for the purchase of Clerys' assets. It is a joint venture between Cheney Capital Management and D2 Private. A senior executive at Cheney Capital Management is a former NAMA executive. D2 Private is run by a former KPMG employee. KPMG is also the special liquidator of Clerys. The Taoiseach will recall that KPMG also featured in the IBRC scandal and the sale of that bank's assets. Clerys' retail business, now OCS Operations, was placed in liquidation before the property assets were sold off. There was no provision made for redundancy, holiday pay or other staff related costs such as pensions. There is no fairness for employees and concession holders. This is entirely legal under the Government's watch, but it is also sharp practice. It is clear that the legislation needs to be amended. Deputy Peadar Tóibín has published a Bill to that effect. Will the Taoiseach support it?
Comment on this
We referred yesterday to the insensitive treatment of the workers in Clerys, some of whom have given over four decades of loyal service to the company or companies over those years. I understand the Tánaiste is meeting with a number of Clerys workers. The Minister of State, Deputy Nash, in his role as Minister with responsibility for business, has met with the liquidator. He has pointed out the duty and responsibility he has to ensure that representatives of the new company will meet directly with the workers.
Deputy Adams mentioned the Bill prepared by Deputy Tóibín on behalf of Sinn Féin. As I pointed out yesterday, the Government has strengthened the laws in this area with the new Consolidated Companies Act which was enacted last year. It had been going on for about a decade and included over 1,000 amendments. It is up to creditors to seek legal advice on whether the provisions in the updated Companies Act could be relevant to the present position. I have asked the Minister of State, Deputy Nash, to prepare a report on the evolution of the circumstances here. The Minister for Jobs, Enterprise and Innovation, Deputy Bruton, will consider whether it would be useful or appropriate to have the Company Law Review Group examine this issue, and whether it might be appropriate to make changes in respect of the way this particular situation evolved so as to prevent such a situation recurring. I would temper that, however, by saying that the range of company law can be complex.
This morning, I spoke to somebody who has a commission in Clerys. Some of these companies are able to move their now redundant staff from Clerys to their other premises, but some are not. There is clearly an issue here that needs to be resolved quickly. On the direction of the Tánaiste, the Department of Social Protection has assembled a team of people to meet and advise the now redundant workers on their rights and entitlements, including job seekers' payments and secondary payments such as rent supplement and future options for education, training or alternative employment. However, that does not deal with the issue that happened so insensitively when this meeting was called.
The Deputy is aware that SIPTU has made arrangements for Liberty Hall to be available for the workers today. It is better to have that facility so that everybody can have access to the fullest range of information arising from this. The Department of Social Protection will see to it that there is absolutely no delay in processing payments due under the redundancy protection scheme for workers. That means that they can be paid and claimed quickly, due to the suddenness of this situation.
As regards the Bill prepared by Deputy Tóibín, on behalf of Deputy Adams' party, I think it would be more appropriate for the Company Law Review Group to look at the circumstances. The Minister, Deputy Bruton, will advise on that in due course.
Comment on this
With respect, I do not think it is good enough. The fact is the Taoiseach is dealing with the aftermath of the problem, not the problem itself. The problem is that there is a culture which allows for golden circles and insiders, and which actually foments inequality.
If we look at this, I mentioned D2.
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I am sorry but we should not get into the area of apportioning blame. This is a private development and we cannot name people-----
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I have made it clear that there is nothing illegal in what is going on-----
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-----but D2 investors have included Seán FitzPatrick of Anglo Irish Bank and a former Fine Gael Attorney General. Liquidators KPMG have also worked as auditors for D2 Private, so Clerys' liquidators also worked for the purchaser. Are there not clear conflicts of interest there?
If one scrutinises the companies registration office, it lists a man called Rafael Klotz as a director both of OCS Operations and OCS Properties. This gentleman is also the senior managing director of Gordon Brothers. The Bill put forward by an Teachta Tóibín seeks to correct the anomaly which allows unscrupulous employers not to protect their employees' rights. I am making this accusation: this is a perfect example of a few rogue employers severing the legal personality of a company from its directors, thus protecting them from the liability of business obligations to its employees in the case of tactical insolvency. This is a case of tactical insolvency.
Comment on this
It should be remembered that Gordon Brothers left Dublin after shafting the concession holders and workers with an extraordinary profit of €19 million. It is all about golden circles, insiders and networks within networks. It is all legal under the company law which this Government introduced. I am asking the Taoiseach to commit to allowing the passage of legislation to rectify this matter before he leaves office.
Comment on this
As I said, the Government introduced a strengthened company law Act last year, which was in gestation over the last decade when a number of governments were in office. I do commit that the Company Law Review Group, which is headed by an eminent person, should examine this issue to see whether it is appropriate that some changes be made to the law, as enacted, in order to prevent this kind of situation arising again. I must stress that company law, in its entirety, is complex. I do undertake, however, that the Company Law Review Group, under the direction of the Minister, Deputy Bruton, following the report by the Minister of State, Deputy Nash, will examine the situation and will report to the House on that.