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	<title>Comments on: Northern Rock: You can&#8217;t not nationalise Granite because it has no existence apart from Northern Rock</title>
	<atom:link href="http://www.taxresearch.org.uk/Blog/2008/02/20/northern-rock-you-cant-not-nationalise-granite-because-it-has-no-existence-apart-from-northern-rock/feed/" rel="self" type="application/rss+xml" />
	<link>http://www.taxresearch.org.uk/Blog/2008/02/20/northern-rock-you-cant-not-nationalise-granite-because-it-has-no-existence-apart-from-northern-rock/</link>
	<description>Richard Murphy on tax and corporate accountability</description>
	<pubDate>Thu, 04 Dec 2008 01:34:16 +0000</pubDate>
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		<title>By: Tax Research LLP</title>
		<link>http://www.taxresearch.org.uk/Blog/2008/02/20/northern-rock-you-cant-not-nationalise-granite-because-it-has-no-existence-apart-from-northern-rock/#comment-392652</link>
		<dc:creator>Tax Research LLP</dc:creator>
		<pubDate>Mon, 03 Mar 2008 18:05:16 +0000</pubDate>
		<guid isPermaLink="false">http://www.taxresearch.org.uk/Blog/2008/02/20/northern-rock-you-cant-not-nationalise-granite-because-it-has-no-existence-apart-from-northern-rock/#comment-392652</guid>
		<description>Dan

My concern with Granite was nenver about tax - and I never said it was. It's about governnance and transparency - quite different things. 

As far as I read what I've said there is nothing inconsistent with what I have written and what you are saying except that as a peson who does not supply these things I do not agree with our (might I say) flippant acceptance of their normality.

Saying casually that I can found out Granite is absurd - when I began telling the story there was almost no one I spoke to - from politicians to ordinary very informed people who was not shocked by secuitisation. Shocked too that something so obviously a sham, charade or it you like fraud (and it is a fraud - but fraud does not per se mean illegal) can happen through abuse of charitable structure for what is absolutely not a charitable purpose and where their is a wholsesale deceit about the governnance structure in place that undermines the credibility of all involved and has to be prejudicial to good governance. 

Maybe you can live with that deceit and all the ethical compromises involved and be a member of the Labour Party - I could not.

Most people could not.

Most people like straight dealing. I can nad have read the offer documents - if you look on this site you will find I quote them. But this changes nothing about my beleif that a fiancial architecture built on such flimsy foundation  needs to be replaced - and a new ethic needs to be built to replace the one we currently have.

This is what my concern is.

Richard

PS Your claims would be so much more credible if you did not hide behind a single name and the use of a false email address. Why do that, I wonder?</description>
		<content:encoded><![CDATA[<p>Dan</p>
<p>My concern with Granite was nenver about tax - and I never said it was. It&#8217;s about governnance and transparency - quite different things. </p>
<p>As far as I read what I&#8217;ve said there is nothing inconsistent with what I have written and what you are saying except that as a peson who does not supply these things I do not agree with our (might I say) flippant acceptance of their normality.</p>
<p>Saying casually that I can found out Granite is absurd - when I began telling the story there was almost no one I spoke to - from politicians to ordinary very informed people who was not shocked by secuitisation. Shocked too that something so obviously a sham, charade or it you like fraud (and it is a fraud - but fraud does not per se mean illegal) can happen through abuse of charitable structure for what is absolutely not a charitable purpose and where their is a wholsesale deceit about the governnance structure in place that undermines the credibility of all involved and has to be prejudicial to good governance. </p>
<p>Maybe you can live with that deceit and all the ethical compromises involved and be a member of the Labour Party - I could not.</p>
<p>Most people could not.</p>
<p>Most people like straight dealing. I can nad have read the offer documents - if you look on this site you will find I quote them. But this changes nothing about my beleif that a fiancial architecture built on such flimsy foundation  needs to be replaced - and a new ethic needs to be built to replace the one we currently have.</p>
<p>This is what my concern is.</p>
<p>Richard</p>
<p>PS Your claims would be so much more credible if you did not hide behind a single name and the use of a false email address. Why do that, I wonder?</p>
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		<title>By: Dan</title>
		<link>http://www.taxresearch.org.uk/Blog/2008/02/20/northern-rock-you-cant-not-nationalise-granite-because-it-has-no-existence-apart-from-northern-rock/#comment-392649</link>
		<dc:creator>Dan</dc:creator>
		<pubDate>Mon, 03 Mar 2008 17:49:14 +0000</pubDate>
		<guid isPermaLink="false">http://www.taxresearch.org.uk/Blog/2008/02/20/northern-rock-you-cant-not-nationalise-granite-because-it-has-no-existence-apart-from-northern-rock/#comment-392649</guid>
		<description>It's surprising that someone who claims to be an expert in tax is commenting on the Granite structure without understanding how securitisations of this type work.

It's conceptually very simple. Northern Rock sold mortgages worth to the special purpose company for some cash up front, and some cash in the future if the mortgages perform. The company finances its purchase of the mortgages by issuing bonds to the capital markets. Because the company is a special purpose company, and its affairs are so simple, capital markets investors didn't need to assess the general creditworthiness of Northern Rock and could just look to the quality of the mortgages. The funding was therefore cheaper than if Northern Rock had borrowed itself. If the mortgages perform then access cash (i.e. receipts from the mortgages less interest on the bonds) is returned to Northern Rock as part of the deferred purchase price (and fully taxed). A small amount of profit is retained by the special purpose company.

If you want to understand the detail of what's going on then have a look at one of the Granite offering circulars - publicly available documents. Your failure to look in the right place does not make these arrangements secretive. 

I suspect (without having checked) that nationalisation would make the Granite bonds immediately repayable which, in the current market, would make the Granite vehicle insolvent. This does not seem a particularly great result.

Full disclosure: I am a lawyer who has advised on securitisation arrangements, but has no involvement in Granite or Northern Rock. I am also a member of the Labour Party who has no time for tax avoidance, but this is not that.</description>
		<content:encoded><![CDATA[<p>It&#8217;s surprising that someone who claims to be an expert in tax is commenting on the Granite structure without understanding how securitisations of this type work.</p>
<p>It&#8217;s conceptually very simple. Northern Rock sold mortgages worth to the special purpose company for some cash up front, and some cash in the future if the mortgages perform. The company finances its purchase of the mortgages by issuing bonds to the capital markets. Because the company is a special purpose company, and its affairs are so simple, capital markets investors didn&#8217;t need to assess the general creditworthiness of Northern Rock and could just look to the quality of the mortgages. The funding was therefore cheaper than if Northern Rock had borrowed itself. If the mortgages perform then access cash (i.e. receipts from the mortgages less interest on the bonds) is returned to Northern Rock as part of the deferred purchase price (and fully taxed). A small amount of profit is retained by the special purpose company.</p>
<p>If you want to understand the detail of what&#8217;s going on then have a look at one of the Granite offering circulars - publicly available documents. Your failure to look in the right place does not make these arrangements secretive. </p>
<p>I suspect (without having checked) that nationalisation would make the Granite bonds immediately repayable which, in the current market, would make the Granite vehicle insolvent. This does not seem a particularly great result.</p>
<p>Full disclosure: I am a lawyer who has advised on securitisation arrangements, but has no involvement in Granite or Northern Rock. I am also a member of the Labour Party who has no time for tax avoidance, but this is not that.</p>
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		<title>By: Ginger Yellow</title>
		<link>http://www.taxresearch.org.uk/Blog/2008/02/20/northern-rock-you-cant-not-nationalise-granite-because-it-has-no-existence-apart-from-northern-rock/#comment-389875</link>
		<dc:creator>Ginger Yellow</dc:creator>
		<pubDate>Tue, 26 Feb 2008 18:14:18 +0000</pubDate>
		<guid isPermaLink="false">http://www.taxresearch.org.uk/Blog/2008/02/20/northern-rock-you-cant-not-nationalise-granite-because-it-has-no-existence-apart-from-northern-rock/#comment-389875</guid>
		<description>Indeed, it would achieve a clean break with the past, namely a long history of non-interference in legally entered contracts. Is that  a break you really want just to rid ourselves of of perfectly conventional securitisation?

Again, I'd like to ask you what public ownership of the shares of Granite Finance Holdings, which is what nationalisation actually means, would practically do to improve transparency, accountability, honesty and clarity. The functional relationship between Granite and Northern Rock, and almost certainly the accounting, wouldn't change one iota.

You seem to be arguing at cross purposes with yourself. On the one hand you say that Granite is a sham - it has no substance. And yet you acknowledge that it is legally separate from Northern Rock. You seem to realise that there is a distinction between consolidation on the basis of control and legal ownership, and yet you insist it means nothing. This is a crucial distinction - if it weren't legally separate, the structure wouldn't work. If Northern Rock went bankrupt, its creditors could seize the assets. They can't. The structure works. This has been tested by the courts (and the markets, for that matter) and approved by parliament.

Do I think the government should have been more upfront? Yes. I'm no defender of Brown or Darling. But to argue that Granite is some kind of fiction, that people, whether it's charities or investors, are being exploited, is absurd.</description>
		<content:encoded><![CDATA[<p>Indeed, it would achieve a clean break with the past, namely a long history of non-interference in legally entered contracts. Is that  a break you really want just to rid ourselves of of perfectly conventional securitisation?</p>
<p>Again, I&#8217;d like to ask you what public ownership of the shares of Granite Finance Holdings, which is what nationalisation actually means, would practically do to improve transparency, accountability, honesty and clarity. The functional relationship between Granite and Northern Rock, and almost certainly the accounting, wouldn&#8217;t change one iota.</p>
<p>You seem to be arguing at cross purposes with yourself. On the one hand you say that Granite is a sham - it has no substance. And yet you acknowledge that it is legally separate from Northern Rock. You seem to realise that there is a distinction between consolidation on the basis of control and legal ownership, and yet you insist it means nothing. This is a crucial distinction - if it weren&#8217;t legally separate, the structure wouldn&#8217;t work. If Northern Rock went bankrupt, its creditors could seize the assets. They can&#8217;t. The structure works. This has been tested by the courts (and the markets, for that matter) and approved by parliament.</p>
<p>Do I think the government should have been more upfront? Yes. I&#8217;m no defender of Brown or Darling. But to argue that Granite is some kind of fiction, that people, whether it&#8217;s charities or investors, are being exploited, is absurd.</p>
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		<title>By: Tax Research LLP</title>
		<link>http://www.taxresearch.org.uk/Blog/2008/02/20/northern-rock-you-cant-not-nationalise-granite-because-it-has-no-existence-apart-from-northern-rock/#comment-389779</link>
		<dc:creator>Tax Research LLP</dc:creator>
		<pubDate>Tue, 26 Feb 2008 15:36:54 +0000</pubDate>
		<guid isPermaLink="false">http://www.taxresearch.org.uk/Blog/2008/02/20/northern-rock-you-cant-not-nationalise-granite-because-it-has-no-existence-apart-from-northern-rock/#comment-389779</guid>
		<description>Ginger

Try these:

Transparency

Accountability

Honesty

Clarity

They're worth having

Granite encompasses none of them - which is why we had the debacle

Failing to address the abuse that fostered that situation allows it to continue

And we've seen the cost of that to society

What would nationalising Granite achieve? Most of all, a clean break with the past</description>
		<content:encoded><![CDATA[<p>Ginger</p>
<p>Try these:</p>
<p>Transparency</p>
<p>Accountability</p>
<p>Honesty</p>
<p>Clarity</p>
<p>They&#8217;re worth having</p>
<p>Granite encompasses none of them - which is why we had the debacle</p>
<p>Failing to address the abuse that fostered that situation allows it to continue</p>
<p>And we&#8217;ve seen the cost of that to society</p>
<p>What would nationalising Granite achieve? Most of all, a clean break with the past</p>
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		<title>By: Ginger Yellow</title>
		<link>http://www.taxresearch.org.uk/Blog/2008/02/20/northern-rock-you-cant-not-nationalise-granite-because-it-has-no-existence-apart-from-northern-rock/#comment-389755</link>
		<dc:creator>Ginger Yellow</dc:creator>
		<pubDate>Tue, 26 Feb 2008 14:52:50 +0000</pubDate>
		<guid isPermaLink="false">http://www.taxresearch.org.uk/Blog/2008/02/20/northern-rock-you-cant-not-nationalise-granite-because-it-has-no-existence-apart-from-northern-rock/#comment-389755</guid>
		<description>What exactly would nationalising Granite achieve, even if it were legally possible (and it would definitely be a breach of common law). I'll tell you what. Practically nothing. All it would mean is that if and when Granite is wound up, any remaining cash (if anything, probably in the order of a few thousand pounds) would go to the taxpayer, rather than the nominated charity. How would that benefit the taxpayer, or the charity for that matter? With or without nationalisation, the relationship between Northern Rock, Granite and bondholders is determined by common law and the discretion Northern Rock is granted under the transaction documents. It would have absolutely no material impact. 

I'm no expert on public accounting, but judging from the ONS's previous decisions on securitisation, Granite would be on balance sheet for accounting purposes whether or not it is nationalised, so ethics don't come into it.</description>
		<content:encoded><![CDATA[<p>What exactly would nationalising Granite achieve, even if it were legally possible (and it would definitely be a breach of common law). I&#8217;ll tell you what. Practically nothing. All it would mean is that if and when Granite is wound up, any remaining cash (if anything, probably in the order of a few thousand pounds) would go to the taxpayer, rather than the nominated charity. How would that benefit the taxpayer, or the charity for that matter? With or without nationalisation, the relationship between Northern Rock, Granite and bondholders is determined by common law and the discretion Northern Rock is granted under the transaction documents. It would have absolutely no material impact. </p>
<p>I&#8217;m no expert on public accounting, but judging from the ONS&#8217;s previous decisions on securitisation, Granite would be on balance sheet for accounting purposes whether or not it is nationalised, so ethics don&#8217;t come into it.</p>
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		<title>By: Tax Research LLP</title>
		<link>http://www.taxresearch.org.uk/Blog/2008/02/20/northern-rock-you-cant-not-nationalise-granite-because-it-has-no-existence-apart-from-northern-rock/#comment-387280</link>
		<dc:creator>Tax Research LLP</dc:creator>
		<pubDate>Fri, 22 Feb 2008 10:52:42 +0000</pubDate>
		<guid isPermaLink="false">http://www.taxresearch.org.uk/Blog/2008/02/20/northern-rock-you-cant-not-nationalise-granite-because-it-has-no-existence-apart-from-northern-rock/#comment-387280</guid>
		<description>John b

Which could not be re-funded by another Granite issue....

Richard</description>
		<content:encoded><![CDATA[<p>John b</p>
<p>Which could not be re-funded by another Granite issue&#8230;.</p>
<p>Richard</p>
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		<title>By: nick james</title>
		<link>http://www.taxresearch.org.uk/Blog/2008/02/20/northern-rock-you-cant-not-nationalise-granite-because-it-has-no-existence-apart-from-northern-rock/#comment-386896</link>
		<dc:creator>nick james</dc:creator>
		<pubDate>Thu, 21 Feb 2008 18:34:38 +0000</pubDate>
		<guid isPermaLink="false">http://www.taxresearch.org.uk/Blog/2008/02/20/northern-rock-you-cant-not-nationalise-granite-because-it-has-no-existence-apart-from-northern-rock/#comment-386896</guid>
		<description>I'm sure I'm not the first to suggest that, instead if SIV, the aconym SpIV would be more appropriate for Granite and its ilk....and perhaps for Mr Darling as well.</description>
		<content:encoded><![CDATA[<p>I&#8217;m sure I&#8217;m not the first to suggest that, instead if SIV, the aconym SpIV would be more appropriate for Granite and its ilk&#8230;.and perhaps for Mr Darling as well.</p>
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		<title>By: john b</title>
		<link>http://www.taxresearch.org.uk/Blog/2008/02/20/northern-rock-you-cant-not-nationalise-granite-because-it-has-no-existence-apart-from-northern-rock/#comment-386779</link>
		<dc:creator>john b</dc:creator>
		<pubDate>Thu, 21 Feb 2008 14:43:37 +0000</pubDate>
		<guid isPermaLink="false">http://www.taxresearch.org.uk/Blog/2008/02/20/northern-rock-you-cant-not-nationalise-granite-because-it-has-no-existence-apart-from-northern-rock/#comment-386779</guid>
		<description>"you can’t pretend Northern Rock is not responsible for Granite’s debts: if it was not then Adam Applegarth (the man really to blame for this mess) would have walked away from Granite last year. But he couldn’t, and Northern Rock failed as a result"

But NR wasn't brought down by the long-term debt owed to Granite bondholders, it was brought down by the inability to fund the short-term loans that funded the core on-balance-sheet mortgage lending business.</description>
		<content:encoded><![CDATA[<p>&#8220;you can’t pretend Northern Rock is not responsible for Granite’s debts: if it was not then Adam Applegarth (the man really to blame for this mess) would have walked away from Granite last year. But he couldn’t, and Northern Rock failed as a result&#8221;</p>
<p>But NR wasn&#8217;t brought down by the long-term debt owed to Granite bondholders, it was brought down by the inability to fund the short-term loans that funded the core on-balance-sheet mortgage lending business.</p>
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