Why is Rebecca Irving Dissolving her New Corporation?
This is the public announcement from Stewart-McKelvey lawyer Geoffrey Connolley in today’s Guardian (August 24, 2019 – you can find it on the bottom right-hand corner of page B9). It gives notice that Galloway Farms Ltd., will be asking the office of the Attorney General to “surrender the Charter of the said company”.
Few Islanders likely read this notice, and fewer still would know that Rebecca Irving is the sole Director and Shareholder of Galloway Farms Ltd. The corporation was registered by Rebecca Irving on February 5, 2019, as part of an Irving-family strategy to acquire the 2,200 acres of land in Bedeque (Brendel Farms).
So it’s puzzling why Rebecca decided she needed to set up another corporation (Red Fox Acres Ltd.) in June, after just setting up Galloway Farms Ltd. a few months earlier. And now she’s dissolving Galloway after a mere six (6) months. Why?
Rebecca Irving was involved with her mother (Mary-Jean) and sister (Elizabeth) and two other Irving-owned companies [Indian River Farms & Long River Farms] in a previous bid to acquire that same 2,200 acres in bedeque. The third company that was part of that application process was Galloway Farms Ltd. Rebecca registered Galloway just two days prior to submitting applications to IRAC to purchase those 2,200 acres in Bedeque (February 7, 2019).
IRAC recommended to Executive Council that the Irving-family application not be approved, and the Liberal government did not approve it.
Clearly unwilling to take “no” for an answer, a new plan was hatched to buy the land without involving government. That scheme required some kind of “corporation-to-corporation” transfer or acquisition of assets, and in this case, the principal asset was the 2,200 acres.
The full details of the deal have yet to be provided; however, the result was that $5.1 million was paid to Brendel Farms by the Irving family for 2,200 acres of farmland, with no government involvement whatsoever, nor any consideration as to whether the acquisition put the Irving family over the 3,000 acres of arable land limit.
Rebecca Irving could easily have used Galloway Farms to do this deal with Brendel Farms, but she chose to set up a brand new corporation instead. I suspect she was advised to dissolve Galloway Farms Ltd. and set up a new corporation because it was “Galloway” that was the company name on all the official government documentation with the previous failed IRAC application to buy the land – documents wherein government unequivocally said: “no, you can’t have that land.”
As a result of the news coverage of the Liberal government’s rejection of Irving’s bid to acquire the Brendel Farm, Galloway Farms Ltd. became known to the public as an Irving company. However, without a searchable “name field” in the government’s business/corporate registry, no one would be able to easily discover that Red Fox Acres Ltd. was a new Irving company: Optics are important with schemes like this.
I’m still trying to figure out how Red Fox Acres Ltd. (listed as a “land holding company,” not a farm) can put down that Haslemere Farms Ltd. was its “former name” on the registration form despite the fact that both companies were registered on the same day!
Regardless, Galloway Farms will soon be no more, but I suspect no one got a lay-off notice. Galloway Farms was clearly set up for one purpose and one purpose only: to acquire 2,200 acres of Farmland in Bedeque. That’s now been accomplished – for the time-being at least – by Rebecca’s new corporation, Red Fox Acres Ltd.
Let me end with a Motion I can only hope members of our Legislative Assembly will advance and adopt in some form during the next sitting of the House:
…that the Attorney General’s office immediately implement measures to ensure that the registration of new corporations in PEI must not happen until such time as the said party (or parties) wishing to incorporate said corporation provide at least a smidgeon of evidence that the said corporation will engage in legitimate business activity in PEI, and not simply use said corporation as a shell company to circumvent the intention, letter and spirit of the Lands Protection Act.