Shareholders, Directors and Defacto Directors Should Pay LIAT (1974) Ltd Debts

Submitted by Jolly Green

LIAT has been traded for many years while making massive losses, and those losses were compounded by the gigantic taxes lodged against local air travel by the shareholder governments, despite many warnings about the excessiveness of those taxes. But each time LIAT got into financial difficulties, the shareholder governments put money in to make up the shortfalls. Which meant staff wages got paid, along with creditors. So, people stayed with LIAT, because they knew, or thought they knew that the shareholders would always bail out LIAT. Everyone thought their job was safe, and the creditors thought their money was safe. But LIAT was bought by the shareholders as an insolvent company and was knowingly traded by them ever since as an insolvent company. Now when it suits them, they want to walk away leaving a trail of debts.

The employees and creditors of LIAT were lulled into a false sense of security for many years past. I remember in 2013 a Bajan lady journalist called Beverly Sinclair, interviewed prime minister of Saint Vincent and the Grenadines Dr Ralph E Gonsalves. She did so on a range of issues, including LIAT, in which St. Vincent and the Grenadines, Barbados, Antigua and Barbuda, and, to a lesser extent Dominica, are the major shareholders.

Gonsalves who was then and is now the Chairman of LIAT’s shareholder governments he was or is also CARICOM’s lead spokesperson on air transport. Therefore, people would expect to be able to believe any statements a man described as the Honourable Prime Minister of SVG made as head of authority in both those positions. He was the man who everyone regarded as the spokesman, the leading authority even, for both CARICOM and LIAT on matters of local and regional air travel.

Gonsalves always had plenty to say about everything, and he certainly had plenty to say about LIAT. He must have had the full backing of the shareholders and CARICOM because none of them objected or protested at the statements he made or the actions he took, he was acting on their behalf as their official spokesman, administering their policies.

LIAT had made more massive losses, and the shareholders were putting in more money to keep it running. In the interview, Ms Sinclair opened with “It is generally good business sense to only invest in viable enterprises.” Gonsalves seemed to be unsettled by the question. But he argued that more countries needed to invest in LIAT.

To which she replied, “But, Dr Gonsalves, if you have a business and you are asking investors to come and put money in it, it should be a business that’s viable.”

Gonsalves reply may surprise many people now because it did then. “With respect, you completely misunderstand air transport.” “Ma’am, ma’am, ma’am, you completely misunderstand regional air transport.” She then accused the Prime Minister of assuming what she knows.

In his usual belligerent way, he went on to say “From that comment. Let me tell you why you don’t know. You don’t know because air transportation inside of the eastern Caribbean is not anything of the luxury type of investment. It is an absolute necessity — an absolute necessity for islands”. He further stated that when his Unity Labour Party government decided to invest in LIAT shortly after coming to office in 2001, he told Parliament that he was investing in an insolvent company.

There, right there, is the killer for Gonsalves ‘he told Parliament that he was investing in an insolvent company’. Because now he has told everyone he invested in a company knowing it was insolvent.

Gonsalves told Ms Sinclair that he told lawmakers then that if LIAT didn’t exist, it ought to have been invented “and that the important thing is for us to get involved in that company, put money in it to try to make it better”. He said that “until this recent problem, we have made LIAT better than what it was in 2001.

Gonsalves continued “This is why I make the point with crystal clarity. A regional airline of this kind, this is not anything which is going to make money. This is a service that must be provided, and we seek, if we can break even with this service, fine. But you cannot make money out it.”

So, there was an admission that they continued trading LIAT, knowing it was losing money, hoping it would break even, but not expecting to, reflected in his nonchalant style of reply. Gonsalves said that the same investment criteria as for a hotel or a beer factory could not be used in relation to regional transport.

All this supportive rhetoric by Gonsalves built false confidence in all the creditors and employees, much as I suspect it was designed to do.

Please read the whole article; it was a sterling piece by IWitness News SVG and will be a significant contribution to the historical records of SVG and the region. Be sure to read the comments they are all exposing and genuinely relevant.

Under the direction of Dr Ralph E Gonsalves, PM of SVG, who is also Chairman of the Shareholders, spokesperson and for CARICOM on air transport. LIATS shareholder governments have been directing LIATS board of directors for years, the directors with the full knowledge of the company being insolvent, they have been trading the company while insolvent.

Therefore, the directors and certain politicians from shareholder government who have proven to be, and acted as de-facto directors, may perhaps be held in law responsible for the debts, due to knowingly trading the company and in doing so incurring further obligations, liabilities and debts. Misleading the public, the staff and workers of LIAT and all the creditors, including the bankers and aircraft lessors into believing the shareholder governments would keep funding LIAT whenever they got into financial difficulties. So, unless the shareholder governments announce they are paying all debts in full the shareholders, directors, including de-facto directors, should perhaps be held liable and responsible for paying all debts in full and sued for the same by everyone who lost money in LIAT.

Talking of de-facto directors, perhaps we should also remember the hiring of Jean Holder, who did that? The buying of new aircraft which at the time everyone said were an unsuitable choice, who approved that? Was it the board of directors or the Chairman of the shareholders?

There is so much written about who said what out there that it would take a hundred pages to list it all, I could do that, and perhaps I will, at some other juncture.

What I am saying is that the shareholder governments cannot hide behind liquidation, where everyone loses money except them. They are the culprits in trading while insolvent and as such are responsible for the losses. They acted as de-fact directors. They provided the mouthpiece that fooled creditors and employees, so they should pay up.

As the director of an insolvent company, you have specific duties and responsibilities you must meet. If you fail to uphold those responsibilities, then you could be accused of wrongful trading and held personally liable for company debts. Engaging in any of the following practices while you are in control of the affairs of an insolvent company will significantly increase the risks:

Carrying on trading with no intention of repaying

You must not continue to enter new contracts and trade when you know you have no reasonable prospect of repaying your creditors.

Attempting to repay debts through fraudulent means

If you try to repay debts through dishonest transactions, you cannot fulfil or using misleading information to obtain loans; then you could be convicted of fraudulent trading. Unlike wrongful trading, fraudulent trading is a criminal offence that could lead to a custodial sentence as well as personal liability for company debts.

Selling assets for less than market value

You might think that selling assets at a reduced price to raise funds quickly and repay your debts would be an accepted practice. However, it could lead to your creditors receiving less of the money they are owed on liquidation. The court can reverse such transactions and order you to refund the proceeds of the sale.

Repaying some creditors and not others

Company directors are obliged to act in the best interests of the creditors. Making payments to some creditors, and not others are called showing ‘preference’. As an example, you may choose to repay a personally guaranteed loan or pay a supplier you know personally. The court can reverse such payments and order the creditor to refund the money.

A Danger for LIAT creditors

A possible danger for the creditors of LIAT, one and all, is that some of the shareholder governments leaders control the insolvency laws in their own countries. Some [at least one] have even been known to make or alter laws [not insolvency laws] overnight which could protect themselves, colleagues, and wrongdoers. Taking the bill to Parliament in the morning, giving it three readings, and then walking away, and allowing others to do the same, scot-free of any liability, or prosecution under the law. That was when the honourable went in a different direction.

153 thoughts on “Shareholders, Directors and Defacto Directors Should Pay LIAT (1974) Ltd Debts

  1. @David

    Well if thats the case God bless who made the decision for her! We have been the priciple source of financing for that money pit for years. Let me ask just one question. If LIAT went to a bank tomorrow for refinancing, with no audited financials for years and few assetts worth anything, along with accumallated loses in the 10s of millions who would lend them a cent? So if no bank would lend them a cent dont take another of my tax dollars and put in that pit!

    • LIAT has the CDB backing, this was the case up to 2017/2018 with the refleeting. What did the CDB look at to support the lending?


  2. @Hal

    You know on this Blog months back I said ” take the offer and run hard.” Well the situation now has proven me right. We had an option to get a few dollars and get out, but instead we held onto 49% of nothing. Let me ask you what 49% or Enron was worth in the end? I tell you Bajans go to learn an asset true worth is only what you can get for it the day you sell it. Imagine we were arguing we had 49% in LIAT and we wanted to be paid for it. My question then as now is how wunna arriving at a value for this 49%? Surely you wasnt valuing based on all the money we sank in it over the years cause that dead!

  3. @ John A

    I(t is remarkable. I keep bashing my head against the wall at the appalling stubbornness of our political leaders. Even a teenager could sell 49 per cent of shares in an insolvent company.
    But then again, this is a nation that thinks God is a Bajan, that we are the best in the world in everything we do. It is a new development. Our politicians of old, few, if any, went to university, would never have made such elementary business mistakes.

  4. @David

    I would think the CDB would of lent based on guarantees from the shareholder governments. Remember that would of been before the local debt restructuring.

  5. @Hal

    Any good old country shopkeeper would of sold it then as they would of looked it at as a losing investment and been glad to see it gone. However when politics and ego are involved economic sence takes a back seat apparently.

  6. @ John A

    You are right. Governments would have underwritten the debt. So, they are obligated to the lenders, but not for the redundancies and unpaid salaries.
    The bottom line is that the company was structured on bandit capitalism. But there is no surprise; this is how our institutions function.

  7. @Hal

    Yes what ever Barbados signed as guarantor for we as a country must honour, especailly after our default last year. The question we must now ask the MOF is this.

    What is the total amount outstanding as of June 30th 2020 for which Barbados has signed as guarantor for on behalf of LIAT 1974 LTD?

    Wait though that is the question the blasted press should be asking not a small one door shop keeper in the country like me! Lol

  8. @BajaninNY

    Lord you had to go and dig that up now to upset my spirit this evening! Lol

    I said above ego politics and financial sense cant exist together it seems.

  9. @ John A

    The missing voice in all this is the chairman’s, Professor Owen Arthur. But our behaviour over LIAT is a reflection of how we run the government. Charging inflated prices for an insolvent company is to think your business partners are stupid.
    Barbados should have sold the shares for US$1, including all liabilities, and walked away. But, as usual, all they could see was cash. Now they get nothing.
    Further, with the Guyana crisis on the one hand, now LIAT, the future of CARICOM is in serious trouble.

  10. @David

    I hereby making another prediction that i want you to commit to BU Hansard and its this.

    Wunna going jump when you hear the total amout Barbados has signed as guarantor for that is currently outstanding on LIAT as of June 30th 2020. Ask the press to do their dam job and find out. After all you got contacts in the 4th estate.

  11. @Hal

    To be fair to Owen he really came in way too late to make any difference. Remember though in due process the chairman has to report to the shareholders in an LLC. It is the shareholders that have to make the statement. Now if audited financials were being presented Owen could sign off on them and comment as chairman though. An LLC under these conditions is an unusual animal.

  12. Liat is just as insolvent…as all the taxpayer funded entities in Barbados…that the genieasses claimed they were so expert at managing….in my opinion the only thing they are experts at is putting taxpayers and pensioners money in their pockets…damn thieves.

    ..pensioners are still waiting for their money…

    those who were laid off are still waiting for their money..

    taxpayers still waiting for their returns….

    those who invested in bonds still waiting for their money…

    but the pretend genieasses are running hither and yon pretending that their CORRUPTION DID NOT MAKE THE ISLAND INSOLVENT…

    the island is insolvent

    the island is insolvent

    ya have to repeat things for the slow to understand…

  13. @Hal

    To be fair to Owen he really came in way too late to make any difference. Remember though in due process the chairman has to report to the shareholders in an LLC. It is the shareholders that have to make the statement. Now if audited financials were being presented Owen could sign off on them and comment as chairman though. An LLC under these conditions is an unusual animal.



  14. @David

    That is just the icing how much more have they guaranteed to keep LIAT in the air and even more important, what is the value of the total guarantees as of June 30th 2020 still outstanding?

    Remember those guarantees if LIAT folds, will move from active debt or debt being serviced to the bad debt column and have to be picked up then by the government in our figures. Also who is servicing the cost of these guarantees me and you or LIAT? This is a can of worms just waiting to get kick over. You dont know nobody in the press with a big foot?

  15. @Tron

    Before OCL or anyone else is considered a full financial analysis needs to be carried out on the suitor. Everything from their insurance cover to their audited fimancilas need to be reviewed. What are their retained earnings and share holder equity for example?

    We must ensure we dont swap a duppy for a dead whoever we consider, this must be done first.

  16. @John A July 11, 2020 5:17 PM

    We need a solution from 1 August 2020 on, not 1 August 2022. However, if it goes at the usual speed of the Caribbean lazybones, it could also be 2030 …

  17. The problem is CDB like LIAT are owned and controlled by Caribbean countries. Approximately 55% of the bank’s shareholder equity is owned by its Caribbean borrowing members, with the rest of the remaining equity being owned by non-regional countries. If the non regional country shareholders, UK, Canada and others, lose confidence in CDB they will stop funding it. Then the Caribbean shareholder governments will be unable to squander the money and will be in very deep do do’s. So CDB will get all their money back, because the shareholder countries are guaranteeing the loans.

    LIAT, the Caribbean’s largest airline company, borrowed $65 million in 2013 from the Caribbean Development Bank (CDB) in order to upgrade its fleet.

    Remember when the state owned bank in SVG went broke Gonsalves borrowed money from CDB, then commenced to tell lies about the bank not being broke, and how it was all a stroke of genius on his behalf to sell it. Then a letter was produced by CDB showing Gonsalves was a liar, his statements were untrue and misleading. Gonsalves is a congenital liar, cannot help himself.

  18. The Caribbean Development Bank (CDB) has a total of 28 member countries, consisting of 19 regional borrowing members, four regional non-borrowing members [funders], and five non-regional, non-borrowing members [funders].

  19. @David July 11, 2020 2:54 PM

    “LIAT has the CDB backing, this was the case up to 2017/2018 with the refleeting. What did the CDB look at to support the lending? ”

    You must realize that CDB MANAGEMENT includes all the players involved with LIAT MANAGEMENT/OWNERS, left hand lending to right hand, corruption across the board.

  20. @ David

    In July 2013, the CDB provided loans in the amount of US$65M to LIAT’s shareholder governments to lease and purchase new aircraft for the airline’s Fleet Modernisation Project. The loan agreements stipulated the loans were to be repaid by LIAT over a 13 year period, with an initial grace period of 2 years.

    If the Bank’s member countries that are not shareholders in LIAT, were suspicions about the loans, couldn’t they, through their representatives, opposed or raise objections to prevent the loans from being disbursed?

    The Bank also financed a study/analysis of LIAT’s operations, which was completed in mid 2018, outlining the challenges faced by the airline, its opportunities and several recommendations, (including stemming losses, improving efficiency, reversing the sharp decline in passengers and the implementation of an employee performance index to help determine promotion and pay increases).

    In February 2019, the CDB’s President, Warren Smith, expressed his disappointment that the recommendations were not been taken on-board in the way in which he had anticipated they would have, and complained of very little progress on the restructuring effort as at that time.

    When the shareholders met at an emergency meeting held in SVG, in March 2019, a decision was taken by each member island to implement the plan CDB recommended to restructure LIAT which, according to them, if delayed, would have resulted in the demise of LIAT.

    We all know they didn’t implement the CDB’s restructuring plan. Recall in March 2019, when LIAT needed emergency funding of US$5.4M, Ralph Gonsalves went begging his regional counterparts to pledge financial contributions to the airline, in the form of minimum revenue guarantees. He even calculated the amount of money each territory should contribute.

    Here we have the CDB, providing LIAT with loans, paying for an analysis of its operations and making recommendations for restructuring the company.

    So, I’m trying to understand where we’re going with this ‘talk’ of corruption and Caribbean shareholder governments squandering the Bank’s funds.

    Where is the evidence to substantiate those claims?

  21. It is rather absurd to continue financing a debt-stricken, inefficient and nepotistic company, just for the sake of regional air transport. Certainly, after being independent from the UK for well over 40 to 60 years for many of the countries within the Eastern Caribbean, by now we should have addressed the conundrum of air travel. Perhaps the biggest issue that we have failed to address within the Caribbean is the lack of a well-defined, consistent policy as it relates to taxation of airline tickets to meet the cost of recurrent expenditure in various countries. Tell me how is it fair to ask a passenger traveling from Saint Lucia to Antigua roundtrip to pay roughly EC $1400, with more than 50% of the ticket cost going towards tax? Would you expect anyone to travel on holiday within the region, knowing that they will have to spend all that money just on air travel, not including accommodation, shopping, tours and other aspects of planning a trip? CoVID-19 has created an opportune time for us as a region to reflect on what it means to be self-sufficient; to look towards developing ourselves regionally instead of relying heavily on foreigners outside the region for the sake of survival. We ought to promote intraregional travel and we ought to enact policies that facilitate such. Caribbean governments should enact policies that would encourage the growth of regional airlines within the region and facilitate easier movement of persons. Expectedly, if ticket prices are reduced, persons will be more inclined to travel for business and holiday. Consider for a moment what this might do for average Joe and Jill: Jason can purchase a ticket from an airline round trip from Saint Lucia to Antigua for EC $500, of which 20% accounted for government tax. Jason can purchase a ticket, travel to Antigua and stay at Joe and Jill’s guesthouse with additional spending money to spare. He can enjoy all the perks of a Caribbean holiday and experience the island without having to think too much about his expenses. This is just one example of the benefits that we are likely to realize once we push for reform, especially for taxation of airline tickets.

    Governments should not be involved in the operations of airlines, especially after what we encountered with LIAT. Even if the Antiguan Prime Minister wants to encourage the establishment of LIAT (2020) LTD to replace LIAT (1974) LTD, the inherent structural issues would still be entrenched in that organization and it’s likely to repeat the same mistakes that would eventually call for a LIAT (2030) or a LIAT (2050). Governments ought to focus on policies that encourage traveling among citizens of this region such as reduction of taxes levied on tickets, particularly for intraregional travel and promote other travel modalities such as sea travel for those who may not be able to afford air travel. Saint Lucia, Martinique, Dominica and Guadeloupe already have a well established, very affordable ferry service that enables those chain of islands to be very connected. Persons are free to travel to those islands without having to encounter too much restrictions. Furthermore, if we truly adhere to free market principles in the region, an airline that is not profitable, requiring bailout every few years just to meet recurrent expenditure and politicians deciding who seats on the board of directors just to flex their power really ought to be bankrupt and liquidated. Let us not repeat the mistakes of the past but use this opportunity to reform air travel within the region.

  22. There is an apparent standoff between Barbados and Antigua — LIAT’s largest shareholder and the airline’s headquarters, respectively.
    Sources close to the situation have told Caribbean News Service (CNS) that Antigua and Barbuda is refusing to accede to a request to have three of the 10 ATR aircraft in LIAT’s fleet moved to Barbados

  23. @ David July 19, 2020 4:07 PM

    That’s ‘Piracy’ in its most sophisticatedly modern form using the pawns of ‘flying’ ships.

    In the ole days of the Caribbean it was done with sailing ships with valuable cargoes and the flag of crossed-bones and skull flown at half-mast to signal the end of regional cooperation.

    It’s time Antigua flexes her political but economically-weakened muscles and invokes the memory of her favourite fighting hero Horatio Nelson to come to her rescue from the plundering Barbados.

    Are you witnessing the end of the experiment called CSME?

    Our friend Tron will appreciate the ‘hidden’ meaning in those sentiments.

    Her goddess to the rescue of the singular isle called Bim! . Lol!!

  24. @David
    yours@10.05am July 19, 2020
    Sometime ago, during an interview Gonsalves remarked on how much power Prime Ministers wielded in these islands, for Gonsalves it was a moment of candour and a foreshadowing of how the accusation by a policewoman against him would proceed. PM’s in the English-speaking Caribbean have more power on a proportionate basis that the President of the US, thus when you asked “How is this possible?”, the answer is staring you in the face but that was only a rhetorical question was it not?

  25. @ David

    The reality is, the 3 ATRs are owned by CDB. I’m sure both Gonsalves and Mottley are fully aware of that fact.

    The BT article is vague and filled with several generalized statements.There isn’t any specific information therein to suggest anyone actually mentioned anything about moving the ATRs to Barbados.

    ‘Newco’ was supposed to have been conceptualized by the former DLP administration some time in 2015. It was an issued I previously raised on BU

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