16 January 2019

Ince Gordon Dadds has defended its strategy of buying up firms in administration.

It has been criticised for acquiring Ince & Co on New Year's Eve in what was revealed to have been a pre-pack administration deal, under which the listed firm left behind Ince & Co's debts and most of its international network. 

Last week sources close to Ince Gordon Dadds defended the move, claiming that Ince's accounts were in such a mess that cleaving off unsecured creditors via a pre-pack was the only way to give comfort to Gordon Dadd's investors. In a sign of how nasty it's got, Ince Gordon Dadds went on the record trashing the legacy firm. A spokesman  said, "Ince & Co could not agree the balances with their international offices – all Gordon Dadds wanted was certainty as to what the balances were. That situation definitely contributed to the advice they received in terms of protecting investors, which was followed".

But a source close to Ince & Co told RollOnFriday that Ince's accounts were not particularly problematic, and suggested that Gordon Dadds' preferred method of acquisition was to acquire firms via pre-pack deals to avoid paying unsecured creditors. A spokesman for IGD said that was "not the strategy" and that Ince & Co was the only firm it had placed into a pre-pack. He also pointed out that Gordon Dadds was open about seeking to acquire firms which were in difficulty due to poor management, but aside from Ince, "in every other case" the firms acquired via pre-packs "were already in the hands of an insolvency practitioner who became the administrator". He said that Gordon Dadds was always "one of a number of firms negotiating to acquire the business assets of those firms". 

vultures
"Quick, I think that firm needs rescuing."

 

A potted history:

  • In 2014, Gordon Dadds purchased Davenport Lyons after it made a loss of £547,000 in the first 10 months of 2013/14 and went into administration. Davenport Lyons’ administrator, Baker Tilly, said in its report that the SRA backed the pre-pack sale to Gordon Dadds because it avoided the need for statutory intervention which might have meant that creditors received nothing. Nevertheless, the unsecured creditors, who were owed £13.6m, are understood to have received just 10p in the pound. 
  • In 2015, Gordon Dadds purchased Jeffrey Green Russell in a pre-pack after the firm struggled to meet its insurance bill. The administration was handled by Quantuma, whose partner Andrew Hosking acted on the Davenport Lyons administration while at Baker Tilly. JGR's unsecured creditors are understood to have lost over £7m. Hosking explained,  “The sale to Gordon Dadds not only preserves jobs and the interest of the firms’ clients but also represents the best return to creditors".
  • In 2016 Garrynasillagh Ltd, a subsidiary of Gordon Dadds, acquired Prolegal Solicitors via a pre-pack. The administration was handled by Quantuma. Discussing the administration at the time, Hosking said the firm's over-leveraged nature caused cashflow issues. Prolegal is understood to have left unsecured creditors approximately £7m out of pocket.
  • In 2018, Gordon Dadds worked closely with Metcalfes solicitors as it made a pre-pack acquisition of Burroughs Day, whose administration was again handled by Quantuma. Gordon Dadds acquired Metcalfes Solicitors a week later. "Metcalfes is a profitable and very well regarded firm of solicitors in Bristol", Adrian Biles, chief executive of Gordon Dadds, said, "with whom we have worked to integrate the Burroughs Day business". 

A spokesman for Ince Gordon Dadds said that Gordon Dadds may have held conversations with some firms about becoming a bidder if they went into administration, but cited Davenport Lyons as an example of how, practically, the firm was not involved prior to an administration. When it became clear that Davenport Lyons was in trouble, he said, Gordon Dadds approached the firm, but it turned down Gordon Dadds' advances. It was picked by the administrator on the strength of its bid.

Last week the firm stressed that it fully intended to settle all its debts and that the pre-pack was not a device to enable Gordon Dadds to escape Ince's obligations. Things seem to have changed in a few days. "Will the creditors be repaid in this case, with Ince?", said a spokesman for Ince Gordon Dadd. "That's a question for the administrator. And in each other case, it's not Gordon Dadds' job to repay creditors".

Are you owed money by Ince? Click here to let us know. If we get enough creditors together, we'll keep score of repayments in a handy table.

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Comments

Anonymous 18 Jan 19

Wrong. Ince & Co were not in perfect shape but no where near the mess Gordon Dadds are suggesting. They are simply taking advantage of the situation and destroying the “iconic” (their words) Ince reputation and culture. I really hope clients are paying attention. The merger is in an absolute mess and the international offices should follow Paris, Le Havre, Marseille and Monaco. 

Anon 18 Jan 19

Um, it's called 'business'.  It's always regrettable that unsecured creditors are often left worse off but the buyer of any such business in that situation isn't the root cause or reason to blame for that being so.  It's often the operators of the business itself.   To those bemoaning of the situation with unsecured creditors, there's always a way to protect oneself (payment upfront is just one of those ways) - cue now the outcry for the poor sandwich shop round the corner that supplied I&Co's partners' meeting whilst it contemplated insolvency.

Heuvels 18 Jan 19

Mmmm... slightly different when it looks like a limited number of partners (those in the know and no doubt on the Board) appear to have arranged the insolvency with the Steptoe leaving the others to clean the mess... Also heard that INCE GD is blocking access to Roll on Friday since this morning including on its WiFi and that it is only accessible via 4G!  RoF must have hit a nerve!

Anonymous 18 Jan 19

Not an insolvency lawyer myself, but Ince finances can't have been in a great shape if it was put in administration in the first place. Yes, it is one of those things in business, and Ince's creditors may lose out, but yet again, neither firm comes out of this at all well. Don't anticipate a smooth merger of firm cultures when everyone is (happily) ensconced in Aldgate Tower ...

Anonymous 18 Jan 19

Now what oh what if Ince had not been not insolvent at all? There were no insolvency proceedings prior to the sale to GD. 

El Daverino 21 Jan 19

I don't understand why Dadds should have picked up Ince's debts if they didn't have to?   Welcome to the real world!

Anonymous 22 Jan 19

Er, they promised the firm they would. But you're right: one way of looking at it is that they didn't have to. This the view they have taken on every firm they have acquired. It speaks volumes. This is a firm that will never shake off that image - you can't buy class.

Monagasque 22 Jan 19

Why does Daddy say it doesn't get involved prior to administration? What about Bristol?: https://www.lawgazette.co.uk/practice/bristol-firm-acquired-a-week-after-it-rescued-collapsed-neighbour/5064502.article “Adrian Biles, chief executive of Gordon Dadds, said: ‘Metcalfes is a profitable and very well regarded firm of solicitors in Bristol with whom we have worked to integrate the Burroughs Day business.” Does this not mean that Daddy was on board for the takeover of the insolvent Burroughs Day by Metcalfes, then acquiring Metcalfes a week later? Horse's mouth etc.  

Buzz. 22 Jan 19

"Er, they promised the firm they would".

They might have discussed it at some stage but is that obligation assumed in the asset purchase agreement with the administrators?  If not, then they didn't.  

It's not really that difficult.  They're purchasers of assets not a purchaser of a body corporate. TUPE aside, they buy and assume liability for what is in the APA and not for what isn't.

Anonymous 23 Jan 19

buzz, the HoT that the partners voted on and approved was on the basis of the all assets and liabilities of the firm.  Have a look at how Steptoe buys steak. That is how GD buys law firms. It’s buy and switch. 

Tim L 25 Jan 19

Hey Guys - it’s not really connected to this thread but I just wanted to say that I’m a little disappointed with the England cricket.  Brexit or no Brexit, there’s no reason why we shouldn’t be selecting our best 11 - even if some of the players are based in Europe 

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