Jeremy Warner's Outlook: Business leaders urged to march as long arm of fate reaches out for the NatWest Three

Urgent need for action at BA; Unwelcome return of the inducement fee; Clare moves from Centrica to Barratt
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The Independent Online

Picture the scene. According to the blurb, "hundreds of business leaders" are set to march on Westminster tomorrow, banners and protest songs at the ready, in disgust at the treatment of the so-called NatWest Three, the former British investment bankers charged in the US in connection with the collapse of Enron.

Yesterday they exhausted their last avenue of appeal - the European Court of Human Rights - making their early extradition inevitable. Like some suspected member of al-Qa'ida, they'll find themselves shipped off, manacled at the ankles, to Guantanamo Bay or some such other hell hole of American correction, if some of the more hysterical nonsense written about this case is to be believed.

Yet, justifiably in many respects, their plight has prompted a wave of sympathy across the boardrooms of Britain. They've even managed to win the support of the human rights activist, Shami Chakrabarti, who, regardless of whether they are guilty or not, believes there to be an important point of principle to defend here. Under a treaty signed in 2003 to fast-track the extradition of terrorist suspects, the US has to offer only the slimmest possible evidence to nail their man in any extradition hearing. If this was a two-way street, then perhaps it might just about be tolerable, but regrettably this is not the case. The treaty, though already enshrined in law here in the UK, has yet to be ratified in the US.

What's more, though it was designed to deal with terrorist suspects - indeed specific undertakings were given by ministers at the time that it would not be used for white-collar crime - it has in practice been used almost exclusively for the purpose of extraditing alleged fraudsters. The upshot is that though US citizens can commit fraud in the UK with impunity, even the most half boiled of cases lodged in the US against UK citizens is likely to result in a successful extradition.

Such is the collective desire in the US for retribution over Enron that the NatWest Three can expect little mercy when they get there. Innocent or guilty, they'll be strung up merely for being men in suits who once associated with the disgraced former Enron chairman, Ken Lay.

"It's the principle of the thing," says the organiser of tomorrow's march, Karl Watkin. "If any businessman had signed such an unequal contract, he would be fired." Investors in the "entrepreneurial achievement" Mr Watkin lays claim to, Just2Clicks, will know the feeling. Just2Clicks raised £50m from investors at the top of the dot.com boom in February 2000, only a year or two later to wind itself up having failed to find the business-to-business investment opportunities it was looking for.

What remained of the £50m was handed back to shareholders, with the result that, as a first round investor, Mr Watkin was miraculously able to turn an initial investment of just £30,000 into a bumper £3.6m payout. No wonder Mr Watkin is so sympathetic to the NatWest Three. Few understand better than he the meaning of the term "money for old rope". Still, that's all water under the bridge now and I'm sure Mr Watkin is as sincere as any in standing up for the rights of business people in this iniquitous treaty.

Even so, I'll believe the "hundreds of business leaders" marching on Downing Street when I see it. In my experience, it's difficult enough even to get them out on a jolly to Ascot, never mind on to a protest march for the sort of sticky wicket of principle that this case amounts to. Personally, I've got the greatest possible sympathy for the NatWest Three. It looks like rough justice to me. Yet I doubt they will find much support for their cause out there on the street. Within a year or two, they'll be just another forgotten corner of the American penal system. Even investment bankers, it seems, cannot escape the cruel arbitrariness of fate.

Urgent need for action at BA

British Airways has thus far handled its spot of bother with the competition authorities over alleged price fixing in lamentably poor fashion. Initial reaction was like that of a rabbit paralysed in the headlights of an oncoming car. It didn't seem to know quite how to respond, beyond naming two of its most senior executives as having been put on leave of absence for the duration of the inquiry. In so doing, BA has already, in effect, tried and convicted them.

Price fixing is these days no laughing matter. It is a criminal offence carrying the harshest possible of penalties. For an organisation as reliant on public trust and goodwill as British Airways, it is essential that the matter is cleared up at the earliest possible opportunity. A damage limitation exercise is already under way, to the effect that no other executive knew anything about the price fixing alleged. Yet this kind of off-the- record spin really doesn't suffice in circumstances like these.

It may well be true, but there's no independent evidence to support it. What the City needs to know is whether this was just an isolated incident, perpetrated more in naivety than deliberate chicanery, or whether it is endemic, running right through the culture of the organisation and its chain of command like a stick of Brighton rock. As ever in circumstances like these, the fear has to be that it is the latter.

There's no point in waiting for the judgement of the Office of Fair Trading. That's going to take for ever, and in the meantime everyone will continue to speculate. BA needs to order its own independent investigation as a matter of urgency, both to establish the facts, and, if they are bad, to recommend appropriate action. Only then will the boil be properly lanced.

Unwelcome return of the inducement fee

What goes around comes around, so nobody should be that surprised to see the reappearance on the UK takeover scene of the "inducement fee". This is the practice, long since banned in its unalloyed form, of offering favoured shareholders something extra in return for their support in a takeover bid.

The instance in which it has made its reappearance is Alternative Hotels Group's £1bn bid for De Vere Group. Nobody has been offered anything quite as crude as hard cash in return for acceptance - or not that we know of, anyway - yet it's not far off.

Instead, one of the company's non-executive directors, Steve Morgan, gets the right to buy De Vere's Carden Park hotel and golf complex in Cheshire for £42m. In return, he's given AHG an irrevocable undertaking to accept the bid in respect of his 13 per cent shareholding.

The arrangement is not quite as bad as it seems. There are mitigating circumstances. Other shareholders get to vote on the transaction, and the price has to be approved as fair value by the financial advisers, which in theory makes it allowable under the City Takeover Code.

But it is quite bad enough. The hotel is located immediately adjacent to Mr Morgan's private estate. As founder of Redrow, he was also involved in its construction. No wonder he wants it so much. It's all very incestuous. If the transaction does indeed qualify for dispensation, then there may be no point in the rival bidder, Permira, complaining to the Takeover Panel. Yet it's worth making a noise about none the less. It shouldn't be allowed.

Clare moves from Centrica to Barratt

Congratulations to Mark Clare, who is off to Barratt Developments as chief executive. Mr Clare suffered the fate of many a loyal number two in being passed over for the top job at Centrica when it finally came up. Instead, Sir Roy Gardner's mantle has gone to Sam Laidlaw, who starts next week. Rather than hang around to be reorganised out of a job, Mr Clare has sensibly headed off for pastures new. House building is unfamiliar territory for Mr Clare, but he's a talented chap, and should manage well enough.

j.warner@independent.co.uk

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