Cl Financial is the biggest privately held conglomerate in the West Indies. It may very well be the biggest conglomerate, public or private period. This once proud giant has fallen unto hard times, and the legacy of Cyril Duprey, a true Caribbean business icon is under threat of being irreparably damaged. Not to mention the lives of thousands of policy holders across the West Indies; the fallout of which could have a negative impact on the economy of several island states for years to come. The fact that CL Financial is bankrupt is no longer in any doubt. The only question left to answer clearly is, whether the government intervention will lead to a Government controlled restructure, or will they be forced into a court ordered restructure or liquidation; by their inability to seize the opportunity to use this crisis as a means to create the necessary legislation that will help transform the economy, and lead to the diversity of ownership of public business entities, which will grow the portfolio of the Trinidad and Tobago stock exchange. Their indecision as to how to proceed is only compounding the effects of the accumulating losses.
To be fair the government is operating under several legal constraints, for example there is the formal contract signed with Lawrence Dyprey that initiated governments’ involvement, as well as the convoluted trail of intercompany loans and ownership deals. There is the bankruptcy and insolvency act of 2007 which is still awaiting proclamation, and the existing act which is modeled after the English company’s act of 1929. That’s right 1929. What really is incomprehensible is why the 2007 act has not been modified to address the CL Financial debacle, and then proclaimed over the last eight months? The news of CL financial fall was reported in the daily news papers sometime in April of this year. The new government has been sitting in parliament since June, and no one saw this as an urgent issue to be addressed. The budget which was passed made provisions to compensate policy holders, but the new bankruptcy law which could have been amended specifically to cover the CL Financial restructuring was left untouched, and make no mistake restructuring is the unintended route the government has taken.
Believe it or not CL Financial can be saved, at least in part if it is restructured along the lines of General Motors. This will neither be cheap or painless for anyone. First the government must take control of the company in a way that voids certain elements of the Lawrence Duprey contract. They can use retroactive dating in the modification of the 2007 bankruptcy act to accomplish this. Whether it is done on the basis of some variation of the principal of eminent domain, or economic security as national security matters not. These options have been suggested to me, but I am sure that there are some really brilliant legal minds in Trinidad and Tobago that can come up with the correct legal jargon that will pass the muster as law. They then must complete a negotiated settlement with outstanding creditors forcing them to accept a percentage of the outstanding debt owed as full payment, using a maximum target of say fifty cents on the dollar or something along those lines. All asset sales made within a specific time before the first government intervention must legally be declared null and void. The non performing companies within the conglomerate must be liquidated. This would get rid of the Clico brand name but it’s already dead anyway, and its’ underwriting portfolios can then be sold.
What would be left behind are the prize companies which can then form a new smaller conglomerate, one hundred percent of which would be owned by the government to be sold in a public offering on the Trinidad and Tobago stock exchange. The government could even enhance the overall value of the initial public offering by including one or two of its’ own holdings as part of the sale. First Citizens bank, and or, the unit trust come to mine. Some of the outstanding unpaid debt held by creditors could be converted into shares of the new publicly owned and traded corporate entity. The monies raised from the actual sale of stocks can be used to further pay down the outstanding debt, and lastly the government could issue bonds to be used as final part payment to creditors to cover the remaining balance, as well as for sale to the general public so that the burden to wind down the company is spread over ten, fifteen, or even twenty years.