Goodman takes care of succession planning

Larry Goodman, the man who has loomed large over the Irish beef industry for generations, has been stepping back from his direct involvement in his companies in recent months.

According to filings at the companies registration offices in Ireland and the United Kingdom, he has resigned directorship roles at some of the most iconic companies in his vast stable of assets since November of last year.

In Ireland, he is no longer a director of ABP Foods, Anglo Irish Beef Processors Ireland, Irish Country Meats(sheepmeat), Slaney Foods and C&D Foods since November 2023.

In the UK, he has resigned as a director of every company he was on the board of, except for one dormant entity. Again, the names of many of the companies will be familiar to those in the Irish meat industry, including Anglo Beef Processors UK, Anglo Beef Processors Holdings and several C&D companies.

In the case of his nearly 20 Irish resignations, he was replaced on the same day he resigned by John Tuite, who became the chief financial officer of ABP Food Group in August 2021.

For the 11 UK resignations in January, there was a similar pattern, with Norman Heskin, long-time accountant at a range of Goodman-connected companies in the UK, joining the boards.

The Goodman empire has used numerous companies in Jersey, the Netherlands, Luxembourg and Liechtenstein over the years to manage ownership and tax affairs for the group – and also keep financial information away from prying eyes.

The Irish Farmers Journal did a deep dive into the labyrinthine structure in 2019, and at the time put the value of the entire edifice at €4bn.

Considering where financial and property markets have moved since then, it would be fair to say that the Goodman empire is now worth considerably more than that.

There have been some changes to the structure since 2019, which means that almost all of the holding companies for the group are now located in Jersey. The nine Irish-based companies, where Goodman remains a director, are all owned by Jersey-based entities.

While the structure is complicated, there have been some notable changes to ultimate ownership and also, critically, plans appear to have been put in place for future ownership of key companies.

The ownership of the companies is generally circular with companies owning shares in each other.

Shares in the holding companies have also been held by two Liechtenstein-based trusts, the Rabena Foundation and the Sabena Foundation.

In January, two of the key entities in Jersey, the Mile Group Unlimited and Glyde Group Unlimited, made important changes to their corporate constitutions. Both companies had option agreements in place where shares in the companies can be transferred to other Goodman-controlled entities, even if the directors of Mile or Glyde are unable to agree to the transfer.

“Notwithstanding any other provision of these articles, the directors shall not decline to register any transfer of shares, nor may they suspend registration thereof, where such transfer is executed pursuant to an option agreement, and a certificate by a party to an option agreement that the transfer was so executed shall be conclusive evidence of such fact. In the event that the directors are for any reason unable to register such a transfer of shares, the secretary shall be authorised to register such transfer.”

Changes

The changes in January mean the entity, which is party to the option agreement, is no longer the Goodman-controlled Jersey companies, but rather a newly established Liechtenstein trust called JRT II.

The JRT II trust lists Dr Johannes Burger of Lichenstein law firm Marxer & Partner as one of its trustees, a firm that is associated with both the Sabena and Rabena foundation.

In plain language, this means that the shares of the companies which seem to control much of the Goodman empire can be transferred to a Liechtenstein trust, even if the directors are not in a position to agree to the transfer.

These changes would suggest detailed succession planning.

The use of a trust structure, rather than a will for passing assets to the next generation, means that assets will be managed with a multigenerational view.

Legal title

In a trust structure, the trustees hold the legal title to the assets, but they have no beneficial interest in the assets.

Trustees cannot benefit or obtain any personal advantage from their position as trustee.

Further, trustees are obliged to act in the best interests of the beneficiaries of the trust while upholding the terms of the trust.

They can decide how to invest or use the trust’s assets, within the rules of the terms of the trust.

Beneficiaries

The beneficiaries of the trust will not have control over the assets. But they do have the beneficial interest, so they can be paid from the earnings of the trust.

In the case of the Goodman empire, this means that the beneficiaries of the trust cannot decided to sell assets held in the trust, while the trustees could, if they decided that would be what is best for the trust.

While Larry Goodman has always been a polarising figure for Irish farmers, there is no denying that he has run his business affairs in an extremely tax-efficient way.

For people like him, known in finance circles as ‘ultra-high-net-worth individuals’ having a good set of accountants around is always very important.

The latest moves in the corporate structure seem to point to him positioning his empire to be left for future generations of Goodmans in a very tax-efficient way, but also in a way that should preserve the wealth for those future generations.

It could be said that because of the new rules entered into by key companies in Jersey in recent months that Goodman may no longer have complete control over his assets, as the option agreement means they can be passed to the Liechtenstein trust without his explicit approval. But until that happens, it is business as usual for the Goodman empire.

For the ordinary beef farmer selling his cattle to any of the number of Goodman-controlled factories here, all of this probably means very little.

Whether the ultimate owner is Larry Goodman, or some company in Jersey, or a trust in Liechtenstein, will make little difference to the price paid for cattle.

Management at the factories will still have a job to do. They just may be doing it without Larry looking over their shoulder.