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Airbus executives have gone out of their way, time and time again, to warn government ministers that the UK is in danger of losing its expertise in aviation engineering technology as a result of Brexit. They made particularly strenuous representations to government over the deleterious effects that tarrifs and custom controls would have on Airbus production on the UK where component parts often cross national borders many times. The additional costs would be substantial for a company in a very competitive environment. As the company later reported, government doesn't seem to have listened.It's important to understand how Airbus runs its businesses to appreciate the likely effect of Brexit on its UK operations.Airbus is run as a transversal enterprise with functional Centres of Excellence (CoEs) meshing with Programmes, usually centred on a particular aircraft or aircraft family.The UK operations provide major contributions to several fields but most notably Wing Engineering (CoE) and Wing Production (Programmes).Each Programme consists of separate Work Packages for which Airbus operational centres bid. Cost and operational turnaround are crucial elements of each bid.As Airbus have been at pains to make clear to the UK government, Brexit tarrifs and customs administration adversely affect the competitiveness of both the engineering and production bids by UK operations - to the extent that UK operations will inevitably lose Work Packages.A further point to bear in mind is the political environment in which Airbus works.Some Brexiteers claim that Airbus "is not an EU programme, so Brexit will have no effect". On the contrary, although Airbus is not a EU sponsored programme, it is politically very important to EU and national governments as the largest and flagship example of European crossborder excellence on a worldwide stage. Brexit jars screechingly against that priority.When Airbus was a mutual interest operation of a group of national companies, individual countries could ensure that their operations were guaranteed an agreed share of work. Since Airbus became a unified, publicly listed corporation that is no longer the case. However, national governments do still exercise influence through their share ownership. When BAE sold out its stake in Airbus, UK shareholder influence was expunged. Although Airbus was keen to stress its commitment to continued operations in the UK it was noticeable that some Centres of Excellence previously based in the UK were lost to the remaining partner countries.So Airbus UK operations are in a much weakened position. Not only do they no longer have the clout of UK ownership or government pressure to sustain them, but Brexit threatens, uniquely among Airbus European operations, to add cost and administrative complexity to its bids.Airbus executives have been absolutely clear to government: Brexit threatens the continued existance of Airbus operations in the UK.One would reasonably expect the short term effect to be the loss of smaller Centres of Excellence to other European centres plus the loss of significanr Work Packages. Later, there will be pressure for the Landing Gear and Wing Centres of Excellence to relocate. From then on, the next generation of Wing Production is likely to migrate, perhaps logically alongside the integration facility at Toulouse.The loss of Engineering CoEs and Programme production would mean the shutdown of the Engineering centre at Filton and Wing Production at Broughton, meaning the loss of 10,000 specialised, high-value jobs. The knock-on would be the loss of the extensive network of supplier, support and logistical companies and jobs that service UK operations.Given the paucity of military demand, the loss of Aibus UK would mean the virtual disappearance of British expertise in aircraft manufacture, particularly in Wing Technology.A further, notable effect will be the loss of the extensive support and engagment Airbus has with British universities. Major Airbus research and innovation initiatives are likely to move away. The Airbus involvment in the apprenticeship structure, and its major contribution to the societies and institutes that promote innovation and excellence will also be lost.Given the very public warnings that Airbus executives have made, an analysis of how Airbus operates as a business, and an appreciation of the key role Airbus plays in the UK engineering and innovation, it is difficult to take seriously Brexiteers' breezy assertions of "Nothing to worry about. It won't happen … They need us more than we need them"

U.S. perspectiveGenerally, once the Certificate / Articles of Incorporation are filed, the directors are appointed (if not specified in the Certificate / Articles), and the board members hold an organizational board meeting (or sign a Unanimous Written Consent in lieu of such a meeting).One of the organizational tasks is to authorize issuance of shares to the founders.A couple of years ago, I blogged about the share issuance process. Quoting a substantial portion of How Do We Issue Corporate Shares?:To start, one must examine the Certificate of Incorporation (Delaware) or Articles of Incorporation (California) to determine the maximum number of shares that may be issued. (To simplify this discussion, I will assume that only one class of common shares has been authorized.) A corporation may not issue more shares than are authorized.Board Resolution to Issue Corporate SharesNext, the board of directors must approve a resolution stating how many shares will be issued, to whom, and the amount to be paid for the shares (the “consideration”). The resolution may be approved during a board meeting or byunanimous written consent.The validity of consideration other than money may depend on state law. For example, California does not permit shares to be issued in exchange for future services, but Delaware does.Payment of ConsiderationNext, the shareholder must provide, or agree to provide, the specified consideration to the corporation. If the consideration is money, it needs to be received by the corporation for deposit into the corporation’s bank account.Once that happens, it finally is time to issue corporate shares. A corporate officer (typically the secretary) enters the new share holding into the stock transfer ledger.If the corporation provides paper share certificates, then one must be prepared for the new shareholder. Typically, share certificates are signed by the President and the Secretary.Notice to the StateFinally, depending on applicable state law, it may be necessary to provide notice of share issuance to the state. Please see, for example, Section 25102 (f) – Securities Law Compliance if You Incorporate in California.

Sadly, this is a scenario I come across all too often.The ‘too long, don’t read’ answer is:Assuming there is no cash available, no assets available, no monies that can be clawed back, nor an effective insolvent trading claim to be paid by the director(s), then employees who have had their superannuation deducted from their payslips, but has not been forwarded on to their respective superannuation fund, will lose their superannuation entitlements forever.Putting on my technical hat (which this question is requesting), natural persons become ‘bankrupt’ and corporations are placed into ‘liquidation’.Australia has two (2) separate pieces of legislation that govern our insolvency laws, they are:Natural Persons: Bankruptcy Act, 1966 (Cth) (including its Regulations and the Insolvency Practice Rules/Schedule) ; andCorporations: Corporations Act, 2001 (Cth) (including its Regulations and the Insolvency Practice Rules/Schedule).The most common ways that a company is placed into liquidation are by:Court Order, usually for non-payment of a debt;Shareholders, at a general, or extraordinary meeting of members and usually because the company has become insolvent [definition following]; andCreditors, at a second meeting of creditors, after a voluntary administrator is appointed and only because the other options of: (1) a deed of company arrangement; or (2) handing the company back to the director(s) is unpalatable or non-existent.Once a company is placed into liquidation, the same rules apply as to:The powers and conduct of the liquidator(s);How assets of the company are to be disposed of;The statutory investigations to be conducted; andThe order of priority, as in who gets paid first, to name a few.Assuming the company has no cash, nor assets to be realized for the benefit of creditors, it is then up to the liquidator to investigate and ‘claw-back’ assets or monies that may have been:Transferred away from the company in an un-commercial way, for an un-commercial purpose;Paid in a way that preferred one (1) creditor over the needs of the many creditors;Transferred or sold assets in a way that benefited the director(s) and/or their related parties;Loaned to the company where the interest rate, or charges, are considered ‘extortionate’.Of course, the liquidator (and to a lesser extent creditors) have a right to sue the director(s) for trading a company whilst insolvent. Insolvency is defined at SECTION 95A of the Corporation Act as [in nuce]:“the inability to pay your bills as and when they become due and payable”.It is the cash flow test that weighs the heaviest when arguing over whether a company was insolvent, or not.The total value of an ‘insolvent trading claim’ becomes a debt owed by the director(s) to the company. We hope that the director(s) have assets of substances in their personal name, in order for this action to be effective. Sadly, most directors we deal with have poured a substantial amount of their personal wealth into a failing company and ultimately end up with no money available at the time of liquidation.Assuming there is no cash available, no assets available, no monies that can be clawed back, nor an effective insolvent trading claim to be paid by the director(s), then employees who have had their superannuation deducted from their payslips, but has not been forwarded on to their respective superannuation fund, will lose their superannuation entitlements forever.If this scenario was reversed and that there were monies available to return to creditors, SECTION 556 of the Corporation Act dictates the order of priority as to who gets paid first.I have summarized the high-level order of priority below:Costs to care, preserve and realize the assets of the company, or to trade the business of the company;If the Court ordered the winding up of the company, reimbursing the costs to the person who applied to wind up the company;If a voluntary administrator was appointed first, the costs incured during that period, except their remuneration;Costs and expenses of the liquidator;Remuneration of the liquidator, the unpaid remuneration of the voluntary administrator and/or unpaid remuneration of the deed administrator;Unpaid wages and superannuation [equal priority] owed to employees, including the superannuation guarantee charge [extra interest and penalties added for late payment]Unpaid annual leave [and long service leave] entitlements owed to employees;Redundancy payments to employees [Redundancy, Payment In Lieu of Notice];Ordinary unsecured creditors;Shareholders.The Australian Federal Government has the “Fair Entitlements Guarantee” (FEG) scheme, which effectively protects employees in the event that the employment company is placed into liquidation. FEG covers:Unpaid wages;Unpaid leave and long services leave; andRedundancy and Payment In Lieu of Notice.FEG does not cover:SuperannuationThe reason I see for this is, the Australian Federal Government wants us Australians to fund our own retirement and not rely on a Government Pension. For the Federal Government to pay unpaid superannuation entitlements in a liquidation flies in the face of this position.Having said this, the Federal Government is committed to making tougher laws that compel compliance by directors for superannuation entitlements. Some initiatives are:Giving unpaid superannuation a high priority in a liquidation and giving it a ‘charge’ over the company;Making directors personally liable for unpaid and/or unreported superannuation, through a “Director Penalty Regime”; andBringing in the Single Touch Payroll system that immediately reports superannuation and withholding taxes to the Federal Government, every time you process a payroll payment to staff, to name a few.Unpaid superannuation is a massive loss for employees, not only does the employee lose the deposit to their superannuation fund, they also lose the opportunity of what those funds, if properly invested, would do over the long term.