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BETTER BUSINESS




                                                              liability arises or is expected to arise   the same themes emerge time and
                                                              from tax avoidance, tax evasion,   again. And he lists the most common
                                                              repeated insolvency, or a penalty for   that directors encounter.
                                                              facilitating avoidance or evasion.
                                                               It’s also worth remembering that   Holding on to legacy business
                                                              personal liability can apply where “a   models
                                                              company begins insolvency proceed-
                                                              ings, or is expected to do so, causing   First on Perring’s list is what he
                                                              any of the tax liability to be lost to   terms “one of the most frequent chal-
                                                              HMRC”.                     lenges”: a reluctance to fully modern-
                                                                                         ise the business model.
                                                              Tayor’s conclusion           “Many directors,” says Perring,
                                                               Mistakes, to Taylor, are more than   “are still operating with structures,
                                                              possible, they’re quite probable.   pricing strategies, and service offer-
                                                              While management-related mistakes   ings that suited a different era: that of
                                                              can be damaging, in terms of the   long runs, predictable volumes, and
                                                              legal obligations, directors would be   stable margins.”
                                                              best advised to think about how they
                                                              can protect their position.  But as all should have noticed by
                                                               They need to consider directors’   now, print buyers have changed their
                                                              and officers’ liability insurance;   thinking. Says Perring: “They want
                                                              check if the company’s articles   shorter lead times, more flexibility,
                                                              include a specific indemnity for   and value-added services like data
                                                              directors; whether a bank could   management and personalised print.
                                                              enforce a personal guarantee against   Standing still, or incrementally
                                                              any other guarantors; and any other   tweaking what worked in 2010, isn’t
                                                              protections that may be open to   enough.”
                                                              them.
                                                               Ultimately, directors need good   As a result, Perring warns directors
                                                              advice and should fully understand   to think holistically about where they
                                                              their position before acting.  create value today. He asks: “Are
                                                                                         your workflows agile enough to han-
                                                              Brendan Perring, general manager,   dle high-mix, low-volume orders?
      Vicarious or assumed liability                          IPIA                       And are you charging for the real
       This one is less obvious to many in Taylor’s eyes. “In a signature block   Perring well knows that the com-  value you bring: creative input, cam-
      involving a company, you will often see the wording ‘For and on behalf of X   mercial print industry has evolved   paign integration, speed to market?”
      Ltd’ under the director’s signature. This phrase is used to indicate that the   over the past decade, noting that
      signatory does not intend to be bound personally,” he says.  “from digital disruption to rising cli-  He reckons that a willingness to
       From his perspective, a failure to use such a phrase “may result in a direc-  ent expectations, and from automa-  revisit and refresh the business
      tor being deemed a party to the contract and therefore personally liable for   tion to sustainability, print leaders   model is no longer optional.
      any subsequent breaches”.                               have had a lot to navigate”.
       The point is that a court will always look to interpret the intention of the   Yet despite such changes, Perring   Underinvesting in sales and mar-
      contracting parties in deciding who should be held liable. This is why he says   sees many directors – “often with   keting
      that “it is vital that a director sets out their deliberate intention to signify on   deep expertise and decades of experi-  For an industry that’s all about
      behalf of the company rather than as an individual”.    ence” – making the same strategic   communication, Perring thinks that
                                                              errors that can hold their businesses   print companies are often surpris-
      Tax evasion                                             back.                      ingly shy when it comes to selling
       Taylor’s last flashpoint revolves around tax, and he notes that the Finance   Now Perring isn’t suggesting that   themselves. From his standpoint “it’s
      Act 2020 introduced a new form of liability for directors, whereby HMRC,   these mistakes aren’t borne of care-  common to see talented firms with
      in specific insolvency circumstances, can hold directors jointly and severally   lessness, but rather, they tend to
      liable for tax or tax penalties.                        occur because directors are “being   strong capabilities relying solely on
       He says: “This liability was introduced to ensure individuals are held lia-  stretched too thin, relying on legacy   word-of-mouth or legacy accounts,
      ble for bad behaviour and for HMRC to recover the full amount of any tax   thinking, or simply not having the   with little focus on structured sales
      liability or penalty where companies are affected by potential or actual insol-  right insight at the right time”.  or modern marketing”.
      vency.”                                                  Having worked alongside a range   In today’s world he says “that sim-
       He emphasises that HMRC can issue notices in this regard only when the   of commercial print firms, he’s seen   ply won’t cut it”.


      www.printweekmena.com                                                                      July 2025  PrintWeek MENA 25
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