Business / Comment & Analysis

Mainzeal saga unlikely to be over yet

16:32 pm on 26 February 2019

Analysis - Mainzeal had Auckland's Spark Arena and Wellington's Supreme Court building on its glamorous list of achievements as well as being New Zealand's third largest construction firm, when it fell from grace in 2013.

Now, six years later, the story of what went on behind the scenes has begun to unravel.

Photo: RNZ / 123RF

So today's court decision holding some of its directors to account is undoubtedly a win for the subcontractors who found themselves left out in the cold when the company went bust.

But is this the final word on the matter? Unlikely. Will they get their money back? Maybe, probably not any time soon at least.

The battle has begun already, just hours after the decision's public release, with the director deemed to have committed the most serious breaches of his duties signalling he'll appeal the findings.

Richard Yan, who as well as being a director, was also the head of Mainzeal's parent company Richina Pacific.

He was found to be liable for the full $36 million - that's what the court ruled was the total share of the directors' liability.

Although he was found to have acted honestly, it was he who the court said convinced the other directors to breach their duties.

He also personally gained from loans made to Richina, which was invested in assets in China now worth a significant amount.

The court found that when you factor in those loans Mainzeal was owed, it was trading while insolvent between 2005 and 2013 when it went under.

The reaction of the other three directors in the firing line - former Prime Minister Dame Jenny Shipley, Clive Tilby and Peter Gomm - who've been found to owe $6 million each, suggests they'll be weighing up their options for an appeal too.

They pointed to the "novel aspects" of the basis on which liability was worked out by the court and say the judgement will need careful consideration before they say any more about it.

However, like Mr Yan, they vehemently defended the claims against them in court and they are unlikely to give up if they see they're in with a chance.

The case may or may not continue its ride through the upper courts, but nonetheless the findings will likely be something studied by company directors around the country.

The judgement made it clear that the Mainzeal directors had acted in good faith and had been honest, and they had relied on Mr Yan's verbal assurances that Richina would back it should it run into trouble.

That might have been the case while Richina Pacific and Mainzeal were parent and child, but once Mainzeal became independent in 2009, that safety net was no longer there.

Not in writing at least. That's where the court found the directors breached their duties. It may serve as a reminder to directors of the need for clarity, attention to detail, and a questioning approach to undertakings made.

As for the money, the liquidators, BDO's Andrew Bethell and Brian Mayo-Smith, are optimistic the directors will pay in the end if the court tells them they have to.

As much as $24 million could be covered by the directors' insurance policies so that will go some way to paying back what the court said is owed.