we'd rather go under than ...

[Pheonix]

I apologise that this message is a long one, but it will give you an understanding as to why Peter Marsden may have resigned. Directors need to protect their credibility and act appropriately.

Fiduciary duty
Each director must act in accordance with what he or she believes to be the best interests of the company. Directors must not place themselves in a position in which there is a conflict between their duties to the company and their personal interests. For example, in a take-over bid, the fact that the directors as individuals might hold between them a majority of the voting shares does not mean they can follow their own individual wishes.

Accounts and dealing
Directors' duties in respect of accounts are stringent and comprehensive. Directors are responsible for preparing a profit and loss account and a balance sheet, ensuring that proper accounting records are kept, and taking all possible steps to ensure that the accounts show a true and fair view. This is now reflected in the 'Statement of Directors' Responsibilities', which has to be attached to the statutory financial statements.
Directors are also under a statutory duty to supply auditors with necessary information and explanations. This is the reason for requesting 'letters of representation'. Criminal liability can follow if directors 'knowingly or recklessly' make a 'misleading, false or deceptive statement' to the auditors.

Directors Duties to whom?
The duties of directors under the general law are owed to the company and not to its shareholders, so it is the company, or its liquidator, that can sue. Creditors can, in the case of a company in liquidation, apply to the court for an order compelling the directors to repay such sum as the court considers just in respect of the directors' 'misfeasance or breach of trust.'

A director who is knowingly a party to fraudulent trading may also be personally liable to creditors.

However, although directors have a statutory duty to have regard to the interests of employees, it is doubtful whether employees could sue the directors personally, because the director's duty is to the company.

Wrongful trading
Wrongful trading may be broadly defined as a failure by a director or shadow director of a company to take every step that he or she should have taken to minimise loss to creditors once he or she knew or ought to have known that the company was unlikely to avoid insolvent liquidation. The possible penalties for wrongful trading are:
• Liability to make a contribution to the assets of the company in a sum to be decided by the court
• Disqualification from being concerned in the management of a company
When a company goes into insolvent liquidation, it is necessary to make a judgement:
• Whether the directors took such steps to monitor their company's affairs as would be taken by a reasonably prudent businessperson
• If they failed to do so, whether they would have realised the company's insolvency earlier if they had taken such steps

It is therefore essential that the board of directors ensure that appropriate steps are taken to monitor the company's financial position on a regular basis.

Tests of insolvency
There are a number of ways to test for insolvency. You should consider the following:
• Is the company paying its liabilities as they fall due or shortly thereafter, and will it continue to do so in the foreseeable future?
• Do the aggregate liabilities, including contingent or prospective liabilities, exceed the total value of the company's assets?
• If the company were put into liquidation now, would the realisations from the disposal of the assets be sufficient to pay all liabilities and the costs of the liquidation in full?

Fraudulent trading
Honest directors should not find themselves guilty of fraudulent trading. Nevertheless, if a company has already incurred liabilities that it failed to pay when they fell due or shortly thereafter, the board should consider the position carefully and place on record the factors that led them to conclude that any further liabilities incurred would be paid at the proper time before allowing the company to obtain any additional credit.

[DevonStanley]

Originally Posted by JEFF

According to the shareholders list the Directors don't have much shareholding investment to lose except Peter Marsden

Peter Marsden has 631 x £1 shares + 549 x £10 shares
Geoff Heap has 50 x £1 shares
John Demaine has 10 x £10 shares
Mark Turner has 1 x £10 share
J. Kenyon has no shares
W. Holden has no shares

How up to date or complete is this list? According to MEN story copied below, Ilyas Khan is a 17 per cent shareholder.

From the Manchester Evening News:

Accrington Stanley face vital 24 hours

October 05, 2009
CHIEF executive Rob Heys has said it is a vital 24 hours for Accrington Stanley in their battle for survival.

The Reds need to raise £308,000 to pay off an outstanding tax bill or face being wound up by the end of this month.

£90,000 has so far been raised through the "Save Our Stanley" campaign with time running out.

Over the weekend, vice president Peter Marsden has stood down as a director after the Stanley board held a meeting after the game at Chesterfield on Saturday.

And multi millioniare Ilyas Khan, a 17 per cent shareholder in the club, has withdrawn his financial offer of help.

[Pheonix]

Devonstanley - Ilyas is a share-holder and not a Director, whereas those listed in a previous post are Directors of Accrington Stanley and also have shares.

[DevonStanley]

I see, thanks for that

[Fatso]

Originally Posted by JEFF

According to the shareholders list the Directors don't have much shareholding investment to lose except Peter Marsden

Peter Marsden has 631 x £1 shares + 549 x £10 shares
Geoff Heap has 50 x £1 shares
John Demaine has 10 x £10 shares
Mark Turner has 1 x £10 share
J. Kenyon has no shares
W. Holden has no shares

So, if Peter Marsden has 10%, that must mean the rest of that list has less than 1% between them; and Ilyas Khan has 17%, David O'Neil has 51%... that makes 78.something%.

Who has the remaining 21.something%? Are there any others with a decent amount of shares between them or are they all small fry like most on the list?

[Pheonix]

The remainder own individual shares/one share each

[Fatso]

Strewth. That must be quite a long list of people if they just have one share each.

[Tin Monkey]

It's far from 1 share per person. I own 10 £10 shares, and I know of various other people owning similar amounts.

[Fatso]

Originally Posted by Tin Monkey

It's far from 1 share per person. I own 10 £10 shares, and I know of various other people owning similar amounts.

But would it be a fair assessment to say, then, that the only people holding more that 1% of the club are Marsden, Khan, and O'Neil?

[maccawozzagod]

I think Phoenix meant 1%

beyond the top 3 or 4 people there is a huge list of people who own less than 1%. The list was on here a few weeks back but removed as it contained addresses. Jeff posted it and if anyone wants a copy please PM Jeff, he would more than likely be happy to post it around to those who are regulars on here

[maccawozzagod]

Originally Posted by Fatso

But would it be a fair assessment to say, then, that the only people holding more that 1% of the club are Marsden, Khan, and O'Neil?

and Terry Styrings son David.

[JEFF]

Originally Posted by Fatso

So, if Peter Marsden has 10%, that must mean the rest of that list has less than 1% between them; and Ilyas Khan has 17%, David O'Neil has 51%... that makes 78.something%.

Who has the remaining 21.something%? Are there any others with a decent amount of shares between them or are they all small fry like most on the list?

That is the last list registered at Companies House on 16th November 2008.

EW has 51.14%
David Styring has 14.5%
Ilyas has 12.05%
Peter Marsden 10%

The rest is made up of small shareholders

[Stanleymad]

Originally Posted by JEFF

That is the last list registered at Companies House on 16th November 2008.

EW has 51.14%
David Styring has 14.5%
Ilyas has 12.05%
Peter Marsden 10%

The rest is made up of small shareholders

SO as the list hasnt been updated since & still registering EW as main shareholder ??? the only thing i noticed was that he resigned as director nothing to state don's official directorship or marcelles, really if that was the case u would ensure u was listed or am i missing something other than a very dodgey thought

[JEFF]

Probably just can't be bothered sending in the necessary paperwork.

[Stanleymad]

Originally Posted by JEFF

Probably just can't be bothered sending in the necessary paperwork.

Ahh the usual stuff then how does it stand legally tho ??