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The Warning Signs of Business Distress and Why Boards Miss Them

Writer: Ken Fennel
Ken Fennel
Aug 25
5 min read

Updated: Sep 23

In three decades of sitting on boards and across the table from lenders, I have rarely seen a business fail overnight. Failure is almost always slow, then sudden. The signs are visible for months, sometimes years, before the moment everyone later points to as the cause. The truth is, by the time anyone acted, most of the options that would have saved them had already closed.


That gap between when trouble becomes visible and when a board finally acts is where good companies can be lost. Review the warning signs, why even capable, experienced boards miss them and what it costs to wait until it's too late.


The Warning Signs of Business Distress and Why Boards Miss Them


Business Distress is Often Not as Sudden as it Looks

There were 848 corporate insolvencies in Ireland in 2025, according to PwC's Insolvency Barometer. This figure is similar to the previous year, which may sound reassuring, but behind these cases is a business that believed that they would be fine until they weren't.

Retail and hospitality were hardest hit, but no sector is immune, and the pattern rarely changes. The numbers deteriorate quietly in the background, long before they deteriorate visibly.


The early indicators of financial distress are not exotic. They are the ordinary numbers a board has already identified but ignores. When the business is increasingly reliant on overdrafts and the gap between money in and money out keeps widening. Late payments on supplies and creditor days pushed out as far as possible. When the business is close to breaching, or renegotiating, the terms of its lending but decides to do nothing. And when the business changes how they speak to its bank, sharing less information, being less cooperative and more defensive. Individually, these can be explained or resolved. Together, and sustained over a few quarters, they are the profile of a business heading for trouble.


How Experienced Boards Can Miss The Warning Signs


Structural Business Issues

Spotting structural business warning signs can be difficult for boards and directors if they are not managing the business day to day. They see the numbers after they have been shaped and summarised by the people closest to the problem and can sometimes miss the real issues at hand.


By the time information reaches the board, it has often been softened, not through any intent to mislead, but because the people reporting it are the same people working hardest to fix it. A board sees a monthly pack, a headline figure and a commentary that explains away the variance. It does not see the daily reality behind those numbers, the supplier being paid a week later than last month, or the conversation with the bank about easing a covenant. Boards tend to react to distress when it finally surfaces in a report, rather than at the earlier point when it became real in the business. This can be a natural consequence of sitting one step removed from operations, and it is exactly why an independent perspective, one that asks for the underlying numbers rather than the summarised ones, so often sees the problem sooner.


Human Behavioural Factors

The second factor is human. As PwC includes in "Board guide to financial distress", unless there are obvious fires to put out, executives may not want to admit to their board that the company could soon be struggling. It is a natural instinct to believe the next quarter will fix what the last one broke. That same optimism is often what built the business in the first place, which is what makes it so hard to switch off. In a downturn, the very mindset that drove the company forward becomes the thing that stops its leaders from seeing how serious the position has become.


Resolving it starts with removing the pressure to be the one who admits the problem. An independent voice on the board changes that dynamic, because it can ask the difficult questions and name the reality without the personal or emotional weight that management carries. Rather than relying on optimism, it tests it, looking at the underlying numbers and pressing on the assumptions behind the forecast. This allows the board to act on the situation as it is rather than the version everyone hopes will materialise, and can do so while there is still time to change the outcome.


Why Waiting is the Most Expensive Decision a Board Can Make

Waiting does not just reduce your options. It changes your legal position. Under the Companies Act 2014, once a company is insolvent or likely to become so, directors' duties shift, and they must begin to have regard to the interests of creditors rather than shareholders. Continuing to trade without a reasonable prospect of survival can expose directors to personal liability for reckless trading, and the guidance from firms such as Crowe Ireland is consistent on the point: directors facing insolvency should take professional advice early and record that they did so.


Waiting can also quietly destroy value. Deloitte's restructuring research makes the pattern clear: businesses routinely act so late that formal rescue processes become, in its words, administrations in form but liquidations in substance, while informal restructuring, where distress is caught earlier, tends to maximise returns for everyone involved. The rescue tools Ireland offers, examinership and the newer Small Company Administrative Rescue Process, work best when there is still cash and time to use them. Both of those run out while a board waits.


A business performing a restructuring research process

Acting Early Can Save Your Business and Save You Stress


The direction of policy is now firmly toward earlier action. The EU Preventive Restructuring Directive requires member states to give businesses access to early warning tools so that distress is addressed before it becomes terminal. Acting early is what the framework regulators expect boards to operate within.


In practice, acting early is less dramatic than boards may fear. It means reading the warning numbers and bringing in an independent perspective that is not invested in the optimistic story, someone who has seen the same pattern many times and can say plainly where things stand. It can also mean engaging with lenders, providing accurate information before trust erodes, because a lender who is kept informed is a lender who stays at the table.


None of this is a counsel of despair. It is the opposite. The businesses I have seen recover are rarely the ones with the fewest problems. They are the ones that faced their problems soonest, while they still had the options to do something about them.


If any of the signs above feel familiar, the most valuable thing you can do is have an honest conversation now, while the choices are still yours to make.





Please note that this article is general information, not legal or financial advice. Every situation is different, and directors should seek professional advice specific to their circumstances.


 
 
 

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