15 02-19 "C" Corporation Asset Sale - Martin Ice Cream and Bross: Personal Go...
R Pughe Curriculum Vitae
1. Curriculum vitae
Summary of career history
Richard is head partner of the Forensic Accounting division of the Begbies Traynor group.
Prior to this he was the Head partner of the Leeds office Forensic Services department of
Baker Tilly where he had been a partner for 10 years. He trained at Arthur Andersen & Co,
qualifying in 1991. He is a member of the Institute of Chartered Accountants in England &
Wales and a member of Resolution.
At Begbies Traynor Richard assists both Claimant and Defendant solicitors, barristers,
insurers, companies and individuals to investigate or quantify claims. Richard specialises in:
• Fraud • Criminal cases
• Commercial claims • Insurance work
• Personal injury work • Pension losses
• Matrimonial disputes • Fatal Accident cases
• Security for Costs reports • Share valuations
• Consequential loss claims • Professional Negligence
• MOD claims • Financial reviews
Richard has provided Determinations for the ICAEW and solicitors and has acted as Single
Joint Expert on numerous occasions. He provides reports or where required simply advice to
either party.
Richard has given evidence in Court on over 37 occasions.
Commercial and insolvency cases
• Acted for an Insurer in the Glasgow Rangers FC civil action. Instructed to examine
whether the football club would have been insolvent if the Craig Whyte takeover had not
taken place. We re-constituted the cashflows of the business over a three year period
adjusting for a multitude of factors and applying various assumptions. Demonstrated that
the business would have been insolvent in ant event within 12 to 14 months. The matter
settled on our damages figure rather than the claim which was £150m greater.
• Acted for a purchaser against a claim by the vendor for increased earn-out payments
under the sale and purchase agreement. The agreement incorrectly worded the terms in
relation to the valuation of the 2 shares retained by the vendor in the earn-out period
Name:
Position:
Qualifications:
Contact:
Richard Pughe
Partner
MA ACA
01132858627 07738767910
Richard.pughe@begbies-traynor.com
2. such that the value of these 14% shares would equate to the total value of the company,
not as intended 14% of the total value of the company.
• Acted for a property developer in a civil action against him for misuse of investors’ money
over 6 projects. Traced monies through bank accounts in the UK and the Middle East
and re-constituted the accounts by development over 5 years.
• Acted for the vendor director of a £92m business in the Scrap Metal industry accused of
breach of contract in assisting endemic “skimming” in the business and theft of £4.8m.
We examined all the papers in the case and presented the position that there was in fact
no skimming merely cash payments to suppliers. Case against our client was settled by
dropping the case against him with no payment or further action against him.
• Acted for a bitter family shareholding dispute between various family members arguing
over ownership of one valuable company. The cases acted upon were in a series of 7
actions and revolved around the practice of “cross-invoicing” each other company at year
ends to defer tax. Richard gave evidence in Court before a high court judge.
• Acted on a company dispute in which an earn out was in place but the Newco directors
had pleaded hardship. We investigated the financial records of the business to find that
cash had been stripped out of the business for personal use and on other ventures. Also
uncovered diversion of trade to other family owned businesses including the entirety of
the largest contract. We reconstituted the accounts to include the lost trade and cash to
demonstrate that the business was solvent and able to meet its earn out liabilities and
loan repayment requirements.
• Acted for the vendor of a business in investigating the accounting policy changes made
by the directors of Newco after the sale of his company to Newco. The earn-out was
based upon the net assets of the business and a level of profit. Both thresholds were
apparently not achieved such that the vendor received no further consideration. We were
able to uncover 4 examples of deliberate changes in accounting policy and over-
provisioning. After re-stating the profits our client received a substantial further payment.
• Acted for a shareholder in a company sale dispute. The director was kept on after sale
with certain targets to meet to trigger earn-out payments. The company tried to frustrate
the targets by changing the contracts of the company with clients and the territory of the
salesman. We recomputed the sales achieved in relation to the targets as they would
have been.
• Acted in a case as Single Joint expert where the CCTV of a company failed to alert
anyone of intruders who set fire to the company premises. We investigated the claim as
proposed and were able to properly state the business interruption losses so that both
parties agreed the loss.
• Acted as Single Joint expert in a complex and messy partnership dispute between three
brothers who operated a partnership and limited company in the scrap metal industry.
The business was significant and reported profits of over £400k. We investigated the
stock records (or lack of them), under-declaration of income, teeming and lading at each
year end, transfer pricing and tax issues and other matters. We then restated the
accounts for three years to average profits of over £700k and re-valued the combined
partnership and company.
• Acted for a feed merchant agent in a breach of contract case (as defendant and Part 20
claimant). Losses to client were over £1m.
• Acted for the continuing partners of a solicitor’s partnership against the exiting partner in
a claim for lost goodwill. We undertook a thorough review of the business, its trading
premises, clients and roles of partners in the partnership. We arrived at a recommended
value for goodwill.
3. • Acted in a bitter dispute between two director shareholders. No shareholder’s agreement
had been drafted in 1992 and the terms of the trading between the company and one
director’s own company were disputed. Upon mvl the other company put in a creditor’s
claim for £850,000. We investigated the claim and also previous 9 years’ invoicing to
uncover fraudulent and excessive invoicing against the company. Launched a counter
claim and gave evidence.
• Acted in a case where a switch of business of a China importer supplies to another
importer left our client with no business. Claimed for breach of contract.
• Acted on a number of Interest Rate Hedging Product claims for consequential loss. All
were property companies which had entered administration or liquidation as a result of
the IRHP costs and break clause fines. In all cases the product tie-in exceeded the loan
duration by many years and prevented the business from selling any assets. The product
was wholly inappropriate for the type of business. In two cases we concluded that there
were other reasons for the insolvency and therefore no consequential loss. The other
cases are currently being pursued.
Fraud, tracing and other investigations
• Acted for 2 company directors who had been accused of theft of company funds and
setting up a freight company to overcharge the plc, thereby increasing the directors’
incomes. We were able to demonstrate that the freight company charged below market
rate and actually saved the plc costs.
• Acted in a huge property fraud on a collective investment scheme in the Balkans, Cape
Verde and Canada. Investigated the money flows of investors’ monies showing all was
mis-appropriated. Recovered monies from an offshore account which had been hidden
by passing transactions at 100% loss through a Forex business.
• Acted on a $160,000,000 Ponzi fraud. Instructed on Realisable assets and Benefit only.
Richard investigated all flows of monies throughout a network of accounts and banks
worldwide.
• Instructed by a UK PLC to investigate a suspected minor fraud in the mining sector in
Mongolia. Richard visited the London office and the office in Ulanbator to interview staff
and to examine documents. He was able to demonstrate a significant number of
irregularities and forgery of key licence documentation. Using emails he demonstrated
the theft of over US$21 million. The company recovered $14m.
• Acted for in a case involving a high profile defendant who had pleaded to Insider Trading.
We investigated all money flows. We proposed a RPI (double-counted) which was
accepted and concentrated our investigations upon the purchases of shares which had
been funded on credit or by “cross-trading”.
• Assisting a multi-national company to investigate the alleged misappropriation of over
£3,000,000 by an employee. We visited the company and spent 2 weeks there reviewing
the accounting software together with the management accounts. We uncovered over
£3m of cleverly hidden creditors fraud via alteration of BACS banking details combined
with journal adjustments to the management accounts and nominal ledgers. Also traced
illicitly gained monies through to family members so as to recoup the assets into which
the money was invested.
• Acted in many Boiler room fraud cases including giving evidence at Court at Southwark.
We were able to demonstrate that our figures were reliable.
• Instructed on the Imperial Consolidated case in 2007. This was an allegation by the
Crown for a Ponzi fraud amounting to over £200 million. Richard set up two teams with a
4. Chinese wall – one to test the bank account figures, the other to act for the Court in
responding to an expert report.
• Instructed by the States of Jersey Police to investigate a $900m fraud case in the
international investment sector. This involved scheduling over 100 bank accounts and
evidencing all of the transactions over 5 years from accounting records and other
documents. There were in excess of a million documents. Richard’s team also
documented backdating of key company documents via computer forensic input.
• Acted in a case regarding the theft of monies from a nursing home. Original prosecution
counts amounted to theft of £200,000. Richard gave evidence in the case in Newcastle.
• Acted in a shareholder insolvency case which incorporated a counterclaim by the
company for fraud against the claimant in the debt dispute. The debt claimed against the
company was £840,000 and our report put the debt at zero and the fraud counterclaim at
£270,000.
• Acted in a case involving a council employee accused of theft of cash from room hire. We
investigated the cash income of the council and its matching of cash income to expected
income from the public. This uncovered £1m of cash receipts which were simply written
off to sales because the Council did not know of their origin. Faced with this, the Council
dropped its case.
• Acted in the Alchemy money pyramid selling scheme case. The alleged fraud amounted
to some £22 million.
• Instructed by the Securities & Investment Board to investigate a firm of Chartered
Accountants in Harrogate. A team of five raided the premises and traced client monies.
We uncovered £1.7 million of misappropriated funds. We proved a selection of individual
cases of misappropriation to the standard required at a criminal court.
• Acted in a case regarding a director accused of theft, reckless trading and false
accounting. We reviewed a room full of unused documents at the DTI and we were able
to provide oral expert evidence.
• Acted for the CPS in criminal theft cases on numerous occasions to assess the level of
monies misappropriated.
• Investigation of an insurance fraud involving lapsed policies
Business valuations
• Acted as valuation expert in a newly formed specialist sea and air haulage business. The
retirement of a director/shareholder led to the finding that the Articles were negligently
drafted. Richard had to value the minority shareholder’s interest in the company as if the
Articles stipulated fair value.
• Valuation of one of the UK’s most successful cycle manufacturers. Valuation in a S459
minority oppression environment. Valuations carried out on 6 bases including Asset
basis, Liquidation basis, Earnings basis and Dividend basis.
• Valuation of a property business following a sale and purchase. Review of accounting
policies uncovered material breaches of the Agreement which led to a revaluation of the
company.
• Valuation of a well-known national group of companies in the field of laser skin care.
Appointed in this S459 dispute by the Institute of Chartered Accountants England &
Wales. Valuation included investigations by the minority shareholder of financial
irregularities and corporate governance.
5. • Valuation of a bottling company. Richard was appointed by the Institute of Chartered
Accountants England and Wales as Expert Determinator in this S459 dispute. The UK
company is a large subsidiary of a German owned group. The valuation involved
unravelling inter-company transfers and funding in order to ascertain the value of the UK
company as a stand-alone entity.
• Valuation of an established UK and Europe-wide business booking comedians and
entertainers. Share dispute involved the theft of a client list and use thereof in Newco.
Matrimonial cases
• Valuation of a large Sheffield based haulage company. Richard uncovered diversion of
trade into a newly formed sister company. Offer increased substantially and case settled.
• Valuation of a famous Yorkshire chain of Mills stores. Richard uncovered tax fraud and
accounting irregularities. Advice given on funding and income potential.
• SJE in an acrimonious dissolution of a husband & wife’s partnership involving a farm.
Re-statement of all asset values and capital accounts. Complicated by quotas and by
cash flow issues.
• Valuation of a £40m turnover Yorkshire discount store.
• Acted on a divorce in Hull which required 5 visits to Court and Oral evidence.
• Acted on a complex case involving the sale of two companies and offshore tax planning
schemes and Trusts. The H had used two UK companies and an offshore Trust to avoid
CGT. A “Flip-Flop” scheme was put in place to avoid 64% tax charges on distributions
from the trust. Richard advised upon the scheme and valued the businesses.
• Acted on a divorce case involving a Landed Estate and farming business. Advised as to
funding options and capital splitting.
• Valuation of a chain of London hotels. The work required complex CGT calculations on
two bases – a share sale and an asset sale.
• Valuation of a company in a divorce case. Richard valued the business at £nil. The other
accountant contended for £350,000. Once the other accountant appreciated fully the
PG’s given and the security pledged he agreed the £nil valuation.
Professional negligence
• Acted for a defendant facing allegations of a defective Sale & Purchase agreement
whereby the vendor’s insolvent company was purchased as to £1 for 76% of the shares
and the remaining 24% on the basis of a pro-rata value of the company. The value was
stipulated to be 8 times net profit if the purchasers and vendors managed to turn the
business around. Unfortunately the Agreement was incorrectly drafted so that the vendor
was due the full value of the company in respect of his 24%, not merely 24% of the full
value. We investigated the correspondence up to the signing of the Agreement together
with analysis of the accounting adjustments and policies.
• Acted in a tax professional negligence matter whereby an accountant had failed to give
proper or timely advice as to a group structure with the result that the group fell to be
taxed as if there were 6 associated companies. Tax and penalties amounted to over
£100,000.
6. • Investigated a claim against bookkeepers and auditors for failing to notice a fraud
perpetrated by an internal accountant employee. The claim was based upon the premise
that the auditors should have detected the fraud at the first audit. We investigated the
Materiality levels agreed between the accountant and the client and found that the fraud
was carefully constructed so that the audit testing would not pick up the fraud. We
concluded that the accountant did not fall below the standard expected.
• Acted in the prosecution of an IFA who gave allegedly negligent advice in a Film
Partnership tax losses scheme. The IFA set up a non-recourse film scheme but, due to
the Government’s proposed change in the legislation that year to close this form of
scheme, the IFA advised the client to sign up to the loss scheme even though no gain
had been made yet. The client invested £500,000 and then the gain never materialised.
The client then lost the capital invested, the film scheme failed to produce any return and
the client did not achieve any tax loss saving.
• Instructed by the ICAEW to investigate the entire trading of an Accountancy firm in North
Yorkshire. One of the partners, now deceased, had for many years stripped clients of
money. My role was to investigate the transactions, quantify the losses and to ascertain
the Controls in the business. I determined that the necessary controls had been put in
place and the Firm regained its Insurance cover as a result.
• Acted in a claim for failure to draft an adequate Shareholders Agreement at the start of a
company. Eventually a dispute arose between the shareholders to the extent of £870,000.
The company was placed in voluntary liquidation. I uncovered fraudulent transactions and
spurious invoices. The claim went before the Vice Chancellor where I gave expert
evidence. Our client won on all counts and the debt claim and invoicing were reversed.
• Acted for the defence in a claim against an accountant for failure to properly file accounts
and an alleged resultant claim for consequential loss of £200,000 arising therefrom.
• Acted on a matter wherein three sets of advisers to a Hotel project were sued for failing
to advise at the standards expected of reasonably competent professionals. Damages
sought for excess purchase price paid.
Security for Costs
• Acted for a share dealing company overseas. Secured a large order for Security for
Costs.
• Acted in a case involving a medical scientific research business supported by a US
corporation. Defended the application successfully.
Commercial Agents actions
• Acted on numerous claims relating to Agents who sue for breach of contract under the
Commercial Agents (Council Directive) Regulations 1993. Valuation of businesses under
the principles set out in the Tigana case and Lonsdale -v- Howard & Hallam Ltd.
7. • Investigated a claim against bookkeepers and auditors for failing to notice a fraud
perpetrated by an internal accountant employee. The claim was based upon the premise
that the auditors should have detected the fraud at the first audit. We investigated the
Materiality levels agreed between the accountant and the client and found that the fraud
was carefully constructed so that the audit testing would not pick up the fraud. We
concluded that the accountant did not fall below the standard expected.
• Acted in the prosecution of an IFA who gave allegedly negligent advice in a Film
Partnership tax losses scheme. The IFA set up a non-recourse film scheme but, due to
the Government’s proposed change in the legislation that year to close this form of
scheme, the IFA advised the client to sign up to the loss scheme even though no gain
had been made yet. The client invested £500,000 and then the gain never materialised.
The client then lost the capital invested, the film scheme failed to produce any return and
the client did not achieve any tax loss saving.
• Instructed by the ICAEW to investigate the entire trading of an Accountancy firm in North
Yorkshire. One of the partners, now deceased, had for many years stripped clients of
money. My role was to investigate the transactions, quantify the losses and to ascertain
the Controls in the business. I determined that the necessary controls had been put in
place and the Firm regained its Insurance cover as a result.
• Acted in a claim for failure to draft an adequate Shareholders Agreement at the start of a
company. Eventually a dispute arose between the shareholders to the extent of £870,000.
The company was placed in voluntary liquidation. I uncovered fraudulent transactions and
spurious invoices. The claim went before the Vice Chancellor where I gave expert
evidence. Our client won on all counts and the debt claim and invoicing were reversed.
• Acted for the defence in a claim against an accountant for failure to properly file accounts
and an alleged resultant claim for consequential loss of £200,000 arising therefrom.
• Acted on a matter wherein three sets of advisers to a Hotel project were sued for failing
to advise at the standards expected of reasonably competent professionals. Damages
sought for excess purchase price paid.
Security for Costs
• Acted for a share dealing company overseas. Secured a large order for Security for
Costs.
• Acted in a case involving a medical scientific research business supported by a US
corporation. Defended the application successfully.
Commercial Agents actions
• Acted on numerous claims relating to Agents who sue for breach of contract under the
Commercial Agents (Council Directive) Regulations 1993. Valuation of businesses under
the principles set out in the Tigana case and Lonsdale -v- Howard & Hallam Ltd.