Robert Maxwell, the founder, CEO & the chairman of Maxwell publishing group

1. Presentation on
Maxwell collapse

2. Submitted to:
Shaikh Masrick Hasan
Assistant professor,
Department of Finance
Jagannath University, Dhaka.
Submitted by:
MD. Asif Ibne Ahsan
On behalf of Group
MBA 6th
Batch
Department of Finance
Jagannath University, Dhaka.
.

3. Members of Group:
SL No. Name ID no
1 MD. Asif Ibne Ahsan M150203047
2 Alim Ehsan Dipon M150203056
3 Akib Hossain Chowdhury M150203066
4 MD. Tariqul Islam Mukith M150203075
5 Tanvir Mahmud M150203083

4. Now Presenting …
MD. Asif Ibne Ahsan
Id: M150203047

5. • Cases like Polly Peck in 1990, Maxwell
and BCCI in 1991, had an important role
to play in the UK company law reforms
and development of UK’s code of
governance (Giles, 2012).

6. • Maxwell was ambitious to succeed in the
publishing industry.
• Robert Maxwell was born in 1923 in a
Jewish family.
• Maxwell built a vast publishing empire in
the 1980s before it collapsed under a
mountain of debt and fraud.

7. • Robert Maxwell had built up a media empire with a mix of private
and public companies that is shown in a simplified manner of the
following diagram.

8. • Robert Maxwell, the founder, CEO & the chairman of Maxwell publishing
group,
• too much power in the hands of an individual. one person enjoy the powers
of two separate positions i.e. to work at the same time as Chief Executive
officer and chairman of the board.
• This can be seen from the collapse of Maxwell Communications, where
Robert Maxwell was in charge of two main positions.
• Robert Maxwell held the positions of Chief executive and chairman in
Maxwell Communications from 1981till 1991.
• He abused his powers and the result was the scandal was so big that his
scandal at that time was termed as the biggest scandal of the 20th century.
• He stole approximately £727 million from the pension funds of the
companies he of which was charge as chief executive and chairman.
• Cadbury also emphasized on the separation of powers at these two
positions and held there must a balance of powers between individuals.

9. • Maxwell case (1991) for instance, assets
were pledged as security for additional loans
and the CEO misappropriated employee
funds (Spalek, 2001).
• Bank of Credit and Commerce International
(BCCI), systematically defrauded its auditors
over a number of years by falsification of
accounts, to hide the losses and show
healthy reserves (Kanas,2005).

10. Now Presenting …
Alim Ehsan Dipon
Id: M150203056

11. THE LEASCO PERGAMON
TAKEOVER

12. • The year 1969 was critical in Maxwell’s
career. He and an American, Saulm
Steinberg (head of Leasco), agreed to
merge their businesses, with Leasco.
• The intention was to pool the expertise
and resources of Steinberg and Maxwell
by storing the data contained in Maxwell’s
scientific journals and books on
computers.

13. • His strategy was to attempt to take over companies such as the
News of the World and increase their profitability and hence market
value, so his defeat in the battle for the News of the World was a
considerable blow to his business ambitions.
• According to Bower (1992), Leasco’s profits in 1968 were $27m and
assets amounted to $1bn, For Maxwell it was important that the
accounts of Pergamon for 1968 should show a substantial profit
since this would support the share price and assist his negotiations
with Leasco.
• The auditors of Pergamon were Chalmers Impey, but the Sunday
Times had questioned the audit procedures used by Chalmers
Impey on Pergamon’s accounts, for instance, alleging that stocks
were overvalued.
• In June 1969 Leasco and Pergamon had reached agreement in
principle that Leasco would bid for Pergamon after having
successfully completed investigations into the financial affairs of
Pergamon.

14. • By August 1969 Steinberg and his advisers had
doubts about the future profitability of Pergamon;
they were becoming increasingly nervous about
the takeover and wanted to withdraw from the bid.
• It was finally agreed that the bid would go ahead.
Maxwell would remain as chairman of Pergamon
but would not be managing director.
• The Takeover Panel also called for a full Board of
Trade inquiry into the circumstances surrounding
the Leasco bid for Pergamon.

15. • The two inspectors appointed by the Board of Trade
were a lawyer, Owen Stable QC, and an accountant,
Ronald Leach, who was a senior partner in Peat
Marwick Mitchell.
• At the same time the accountants Price Waterhouse
carried out an independent audit of Pergamon’s 1968
financial statements. The Price Waterhouse audit was
carried out by a senior partner, Martin Harris, and
among its conclusions was the finding that the
reported profits of Pergamon for 1968 had been
overstated. Instead of a profit of £2.1m the corrected
figure would have been £140,000.
• Chalmers Impey subsequently resigned as auditors
and Cooper Brothers took over the audit.

16. • Following publication of the Price Waterhouse report,
Leasco were understandably reluctant to pursue the
takeover of Pergamon, given the restatement of
Pergamon’s reported profits and assets and the
reduced valuation placed on its stocks.
• In fact Maxwell was eventually able in 1974 to regain
control of Pergamon.
• DTI inspectors produced two further reports in April
1972 and November 1973, which were also damning
of Maxwell’s business methods.

17. Now Presenting …
Tanvir Mahmud
Id:M150203083

18. After the Leasco Takeover
• In 1974, when Maxwell eventually regained control
of Pergamon, he put his energies into building up
the business. This he managed to do successfully.
• By 1977 Pergamon had substantially increased its
assets and reported profits. Maxwell was keen to
expand his business interests.
• In 1980 turned his attention to the British Printing
Corporation (BPC), later renamed the British
Printing and Communications Corporation
(BPCC).

19. Reasons for Debacle Acquisition
through Heavy Debt
• Robert Maxwell created a £530 million
hole in the pension funds of 16,000
employees of Mirror Group newspapers.
• These pension funds were ‘borrowed’ in a
desperate attempt to prop up the ailing
Maxwell Communications.
• The borrowings were personal as well on
company accounts.

20. • The company borrowed $3 billion in 1988 to buy
the US publishers Macmillan and Official Airlines
Guide. Financial Difficulties and Diversion of
Funds
• The Maxwell Empire kept afloat only by shifting
funds around his maze, misappropriating
pensioner’s funds, and relentless deal making.
• Despite Maxwell’s eroding financial condition, he
was able to pass annual audits.
• In 1991, Maxwell sold Pergamon and floated
Mirror Group Newspapers as a public company.

21. Now Presenting …
Akib Hossain Chowdhury
Id:M150203066

22. Uncertainties following the death
of Maxwell
• In 5th November 1991, chairman of the
group companies Robert Maxwell (68)
was found drowned behind his yacht.
• Global empire of publishing and other
businesses collapsed.
• The stocks of Maxwell Communication
plunged to $2.18 on 5 November 1991
from high of $4.28 a share in April 1991
and further dropped to $0.63.

23. • Maxwell's death (1991) triggered a flood of
instability with banks. The company incurred
heavy debts. His two sons Kevin and Ian struggled
to hold the empire together, but were unable to
prevent its collapse.
• Maxwell had used hundreds of millions of pounds
from the company’s pension funds to shore up the
shares of his group and save his companies from
bankruptcy but there was a huge loss of pension
funds for the employees.
• The son of Maxwell, Kevin was also declared
bankrupt with debts of 400 million pounds. In
1995, Maxwell’s sons Kevin and Ian and 2 other
former directors went on trial for the conspiracy to
defraud, but were unanimously acquitted by the
jury in 1996.

24. Flaws in Corporate Governance
• Domineering CEO
• Maxwell had a complete control over the companies of
his empire.
• Personally controlled the movement of funds around his
big empire.
• Relegated all the ethical and professional standards for
commercial benefits and empire building.
• Ineffective Board
• Directors and all other reputed persons did not discharge
their responsibilities effectively.
• Lack of Transparency
• Creditors, shareholders and even the family members of
Maxwell were not fully aware of the corporate structure
of the company.

25. Flaws in the audit
• The auditors of the company failed to
identify the transfers Maxwell was making
from the Mirror Group pensions, even
though they were in the position of doing
so.
• Complaints were lodged against the
auditors of the company by Institute of
Chartered Accountants in England and
Wales.

26. Now Presenting …
MD. Tariqul Islam Mukith
Id:M150203075

27. Discussion
• Smith (1992: 10–12) outlines four methods by
which Maxwell was able to misappropriate funds
from the companies under his control.
• Firstly, he pledged assets as security for additional
loans. However, instead of delivering the assets to
the lender, Maxwell would in some cases simply
sell the assets for cash
• Secondly, he diverted shares and cash from Mirror
Group Newspapers to Bishopsgate Investment
Management Limited (controlled by Maxwell). The
shares were then pledged as security for further
loans to Maxwell’s private companies.

28. • Thirdly, Maxwell used cash gained from pledging
shares to support the share price of MCC and
MGN. These purchases were not disclosed, as
they should have been under Stock Exchange
regulations
• Fourthly and most simply, Maxwell took cash from
MGN. After the flotation of MGN, £43m was
passed to Maxwell’s private companies. Given the
scale of what happened in the Maxwell
organization, it was natural that the public would
want to know who should be held accountable.

29. • The Cadbury Committee, which reported in 1992,
acknowledged that recent financial scandals (the Maxwell
case was specifically referred to) were one of the reasons for
the committee being asked to report on corporate governance
matters
• The Cadbury Committee made a number of recommendations
(Cadbury Report, 1992: 58), some of which seem directly
relevant to the Maxwell case:
1. There should be a clearly accepted division of responsibilities
at the head of a company, which will ensure a balance of
power and authority, such that no one individual has
unfettered powers of decision.
2. The board should include non-executive directors of sufficient
calibre and number for their views to carry significant weight
in the board’s decisions.
3. Non-executive directors should bring an independent
judgement to bear on issues of strategy, performance,
resources, including key appointments, and standards of
conduct.

30. 5. The majority [of non-executive directors] should be
independent of management and free from any business
or other relationship which could materially interfere with
the exercise of their independent judgment.
•However, the Cadbury Committee also appeared to
accept that regulation on its own would never be
sufficient to ensure ‘good’ corporate governance
•Effectively, the Cadbury Report is saying that in the final
analysis a balance has to be struck to ensure an
adequate level of corporate governance without stifling
the play of competitive forces and entrepreneurship
which are fundamental to a market-based economy.