| Trust Statement 20:42 - Apr 11 with 38347 views | monmouth |
Good!!! |  |
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| Trust Statement on 08:38 - Apr 13 with 2103 views | Vetchfielder |
| Trust Statement on 23:38 - Apr 12 by NeathJack |
I asked the guy who did the original BBC article the same question in Twitter.
His response.....
All they've done is update the 2-3 day old story with a a couple of lines about the Trust statement.
A complete cop out imho. |
Of course the "finite amount of articles" today runs the story of Bob Bradley being unhappy with the owners - far less newsworthy than the Trust's response to the Monday press release.
As you say, a complete cop out.
Well done for tweeting him though. |  |
| Proud to have been one of the 231 |
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| Trust Statement on 09:01 - Apr 13 with 2077 views | Shaky |
| Trust Statement on 01:39 - Apr 13 by Nookiejack |
Say the Shareholders Agreement did limit any one shareholder from acquiring more than 25% - and then there was a scenario where all shareholders wanted to sell to an acquirer - who would then say hold 51% controlling stake - what would be the mechanism of changing the shareholders agreement to allow the new owner - to now own greater than 25%?
Or alternatively the mechanism for 'ripping' up the old shareholders agreement and replacing it with a new one? To now reflect the company has a controlling shareholder.
The context of my questions are even if the shareholders agreement is very basic - isn't it still binding on the Yanks? They may not like it - as want a more sophisticated version to reflect today's environment - not one 20 years ago.
I assume they have a shareholders agreement between themselves and the selling shareholders who have residual stakes. How does this all work if 2 shareholders agreements are in place? Does one override the other?
So maybe the Shareholders Agreement doesn't have an effect on legal proceedings - but if legally enforceable don't the Yanks still have to abide by it - even though very basic? If it contains a Right of First Refusal does that override the new clauses on this in the New Articles?
I understand your points of :-
1. whether the original shareholders agreement was actually executed / signed? Hence HJ's team might be relying on it not being executed to argue it is invalid. Or something similar.
2. that 25% may have just been a gentleman's agreement and not written down in the Shareholders Agreement. However given no shareholder prior to the sale did own more than 25% - is that akin to demonstrating a legally enforceable 'verbal' agreement?
I have a similar view as Londonlisa on the Mel Nurse share buyback. The share buyback looked like a mechanism to ensure that all shareholders at the time increased their % stakes - in line with their existing pro rata holdings.
Instead of each shareholder at the time having to pay cash for their pro-rata share of Mel Nurse's 5% stake - they agreed and instructed the club to buy back the shares from Mel Nurse and cancel the shares. Hence their stakes all increased in proportion to their existing % holdings.
This on the face of it suggests that either a shareholders agreement was in place or a gentleman's agreement (which the Trust appeared to have honoured in good faith). If not - the Trust could have just bought the 5% outright from Mel Nurse. |
1. If all the shareholders agreed to sell a controlling stake they would simply terminate the old SHAG, and negotiate a new one with the incoming majority owner. However, one of the main purposes of a SHAG is to determine the mechanisms for governing the company, and any incoming controlling shareholder is probably going to want to call the shots in that department.
2. There are various ways a SHAG could be ripped up. The most obvious is via the Termination clause, but depending on the nature of the agreement there might be other ways flowing from mechanisms to break a deadlock in the decision making process.
3. If the 2002 SHAG were found to be binding, then it almost certainly would apply to the Yanks. But if the only real lever contained in it is the Right of First Refusal it is practically speaking irrelevant.
4. I wouldn't assume there is a new SHAG in place. There is no obligation to have one, and they are the exception rather than the rule where there is a controlling shareholder. However, if there were theoretically 2 separate SHAGs operating in parallel the earlier would take precedence in the event of a conflict, assuming the articles had not been legitimately changed to reflect the new SHAG. [Post edited 13 Apr 2017 9:09]
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| Trust Statement on 09:07 - Apr 13 with 2071 views | Shaky |
| Trust Statement on 19:19 - Apr 12 by Glyn1 |
What definitive opinion from the QC? Ux said that discussions with him were still ongoing. |
The process with the QC is undoubtedly substantially complete.
And the Trust's position now is that the move toward consulting on legal action has been disengaged from the result of that work.
That's why nobody has objected to my characterisation of the situation. | |
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| Trust Statement on 09:16 - Apr 13 with 2061 views | Nookiejack |
| Trust Statement on 09:01 - Apr 13 by Shaky |
1. If all the shareholders agreed to sell a controlling stake they would simply terminate the old SHAG, and negotiate a new one with the incoming majority owner. However, one of the main purposes of a SHAG is to determine the mechanisms for governing the company, and any incoming controlling shareholder is probably going to want to call the shots in that department.
2. There are various ways a SHAG could be ripped up. The most obvious is via the Termination clause, but depending on the nature of the agreement there might be other ways flowing from mechanisms to break a deadlock in the decision making process.
3. If the 2002 SHAG were found to be binding, then it almost certainly would apply to the Yanks. But if the only real lever contained in it is the Right of First Refusal it is practically speaking irrelevant.
4. I wouldn't assume there is a new SHAG in place. There is no obligation to have one, and they are the exception rather than the rule where there is a controlling shareholder. However, if there were theoretically 2 separate SHAGs operating in parallel the earlier would take precedence in the event of a conflict, assuming the articles had not been legitimately changed to reflect the new SHAG. [Post edited 13 Apr 2017 9:09]
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Cheers Shaky |  | | |
| Trust Statement on 09:35 - Apr 13 with 2025 views | Uxbridge |
| Trust Statement on 21:57 - Apr 12 by TheResurrection |
Sprats, evening old boy and hope you are well...
From your transcript and opinion from the forum it read to me that Phil, and I'm guessing as an extension of him, the Trust, were keen to avoid thorny questions about the takeover.
Why do you think that is?
Phil, Ux? I'm sure people would appreciate your reasons on this? |
Well I wasn't sitting on the top table, so I can't really speak for any of them.
However, I think the two scenarios have been played out on here. Comment immediately, hope you get all the facts right and watch things escalate on the night, or wait, get your facts set and release accordingly in a cool, calm manner.
I've said elsewhere on here I'd have gone for the former but it didn't happen and I can see why. Maybe I should have piped up from the cheap seats but that would have thrown up another set of issues. That's something I've played over in my head a few times since.
However, to me this isn't the important issue, why it wasn't commented on the evening. The issues are the facts, which email chains etc can easily prove either way. |  |
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| Trust Statement on 09:39 - Apr 13 with 2007 views | Uxbridge |
| Trust Statement on 09:07 - Apr 13 by Shaky |
The process with the QC is undoubtedly substantially complete.
And the Trust's position now is that the move toward consulting on legal action has been disengaged from the result of that work.
That's why nobody has objected to my characterisation of the situation. |
It's not substantially complete.
However it's a good point. Do the Trust consult the members on the QC guidance before using it in negotiations with the Americans. Should they, if it lessons the chances of it being used for its aims. | |
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| Trust Statement on 09:54 - Apr 13 with 1979 views | Nookiejack |
Re: Spratty's and Shaky's points about just getting on with it
Isn't it all about whether we are relegated or not?
You can see that from the Resurrection's poll, a few weeks ago, when we were 5 to 6 points safe when majority of supporters didn't want to launch legal action.
I would guess there is a very strong feeling to now take it.
I personally feel we have to give the Trust slack given the Yanks/Selling Shareholders will argue they caused in fighting in the middle of the relegation battle.
If/when it comes to court wouldn't a judge try to understand a bit about the purpose of the Trust - one of the main purposes' is to protect the club and wouldn't it be contradictory to launch legal action in middle of a relegation battle?
A few more weeks is probably not going to make much of a difference - hope the Trust doesn't play funny bu$$ers if we do survive and stretch this out another year to inevitable next year's relegation battle.
Villa, Newcastle and Sunderland declined over a few seasons - if we survive would probably take too much 'investment' to turn our decline around - weakening the club further.
We are on the precipice now of potential downward spiral - the Trust should not forget this moment - if we survive - as it is likely to occur again next season.
The Trust has a duty to protect the club for the long term (keep thinking of Leyton Orient's current situation) - it's purpose is not a non existent say in the Board Room - nor free tickets to the Director's box on match days.
If Huw Jenkins does keep us up for one season after the sale - he can then argue he has handed the reins over to the Yanks, it is then up to them to take us to the next level. The fan base who are not interested in this will all be happy.
It's all about relegation isn't it? | | | |
| Trust Statement on 09:57 - Apr 13 with 1972 views | marchamjack |
Been a Trust member from pretty much the start. Those people prepared to stand for nomination I applaud, and I trust in to make the best decisions they can, with the level of information put before them.
I don't need nor moreover want to be consulted on regarding Counsels opinion. If his advice is to proceed with action. Proceed. If it's to walk away. Walk away.
Then tell us what's been decided.
Don't consult in the public domain ( as effectively that's what it would be in advance). Act on the advice you've been voted in to act upon.
Last thing I want is the whole case arguement rehearsed on here by the barrack room lawyers and laid out fall all comers to pick the bones out of.
If we've got a case. Press the button. Do not waste time prevaricating with us Members (or worse the non members). |  |
| Oh,..Dave, what's occuring? |
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| Trust Statement on 10:06 - Apr 13 with 1942 views | Darran |
| Trust Statement on 09:57 - Apr 13 by marchamjack |
Been a Trust member from pretty much the start. Those people prepared to stand for nomination I applaud, and I trust in to make the best decisions they can, with the level of information put before them.
I don't need nor moreover want to be consulted on regarding Counsels opinion. If his advice is to proceed with action. Proceed. If it's to walk away. Walk away.
Then tell us what's been decided.
Don't consult in the public domain ( as effectively that's what it would be in advance). Act on the advice you've been voted in to act upon.
Last thing I want is the whole case arguement rehearsed on here by the barrack room lawyers and laid out fall all comers to pick the bones out of.
If we've got a case. Press the button. Do not waste time prevaricating with us Members (or worse the non members). |
Spot on. |  |
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| Trust Statement on 10:11 - Apr 13 with 1935 views | Todger |
| Trust Statement on 09:57 - Apr 13 by marchamjack |
Been a Trust member from pretty much the start. Those people prepared to stand for nomination I applaud, and I trust in to make the best decisions they can, with the level of information put before them.
I don't need nor moreover want to be consulted on regarding Counsels opinion. If his advice is to proceed with action. Proceed. If it's to walk away. Walk away.
Then tell us what's been decided.
Don't consult in the public domain ( as effectively that's what it would be in advance). Act on the advice you've been voted in to act upon.
Last thing I want is the whole case arguement rehearsed on here by the barrack room lawyers and laid out fall all comers to pick the bones out of.
If we've got a case. Press the button. Do not waste time prevaricating with us Members (or worse the non members). |
Not sure it is that simple. These cases are never black and white. whether you are going on unfair prejudice or quasi partnership angles. There was a very recent case between Hawkes and Cuddy over whether one should buy the other out of Neath rugby. I am told that court costs after all appeals were exhausted was well over £3 million and the judge ordered that neither had to buy each other out.
Counsel acting for both told them they had a winning case and the fees were not on a no win no fee basis.
What do you do if Counsel advises it is 50/50 and the other side have deeper pockets? What if costs are awarded against the Trust in a loss? | | | |
| Trust Statement on 10:21 - Apr 13 with 1915 views | Todger |
| Trust Statement on 09:07 - Apr 13 by Shaky |
The process with the QC is undoubtedly substantially complete.
And the Trust's position now is that the move toward consulting on legal action has been disengaged from the result of that work.
That's why nobody has objected to my characterisation of the situation. |
Just a few points on all this.
I thought for a new shareholder to be bound by an existing SHA there needed to be a Deed of Adherence signed. Most SHA's have a clause you cannot transfer shares without that deed of adherence being signed. Was there such a clause in SHA? If not how are the new shareholders bound?
Is there anything to prevent the Trust putting the old SHA in the public domain?
Regarding the warranty there is no SHA it is quite common I thought for these warranties to be given and a disclosure made against them. This disclosure could have said the SHA is present but defective could it not?
Putting this SHA in the public domain would help in assessing whether it is valid or not and whether a court case is viable. I doubt the Americans or the selling shareholders given how wealthy they are would have employed idiots as lawyers | | | |
| Trust Statement on 10:39 - Apr 13 with 1885 views | Nookiejack |
| Trust Statement on 10:11 - Apr 13 by Todger |
Not sure it is that simple. These cases are never black and white. whether you are going on unfair prejudice or quasi partnership angles. There was a very recent case between Hawkes and Cuddy over whether one should buy the other out of Neath rugby. I am told that court costs after all appeals were exhausted was well over £3 million and the judge ordered that neither had to buy each other out.
Counsel acting for both told them they had a winning case and the fees were not on a no win no fee basis.
What do you do if Counsel advises it is 50/50 and the other side have deeper pockets? What if costs are awarded against the Trust in a loss? |
When the opposition comes out with bullying tactics like this i.e. Trust will run out of money and won't be able to see the legal case through - then we can see who we are truly up against. | | | |
| Trust Statement on 10:46 - Apr 13 with 1869 views | Todger |
| Trust Statement on 10:39 - Apr 13 by Nookiejack |
When the opposition comes out with bullying tactics like this i.e. Trust will run out of money and won't be able to see the legal case through - then we can see who we are truly up against. |
The Trust are up against business men not Father Christmas. If the business needs money and they raise it then it either comes in as loan or equity. If it comes in as loan then how is the Trust prejudiced? Do we want money to become viable in the premier league or to be supporter owned in the lower divisions. The Trust could be wiped out in they take a gung ho approach to litigation against somebody with far deeper pockets than themselves. | | | |
| Trust Statement on 11:02 - Apr 13 with 1846 views | Nookiejack |
| Trust Statement on 10:46 - Apr 13 by Todger |
The Trust are up against business men not Father Christmas. If the business needs money and they raise it then it either comes in as loan or equity. If it comes in as loan then how is the Trust prejudiced? Do we want money to become viable in the premier league or to be supporter owned in the lower divisions. The Trust could be wiped out in they take a gung ho approach to litigation against somebody with far deeper pockets than themselves. |
I would rather the Trust is wiped out and try's by taking legal action - that is its purpose.
In contrast to having £900k sitting in the bank earning minimal interest - what is the point of that. | | | |
| Trust Statement on 11:12 - Apr 13 with 1822 views | Todger |
| Trust Statement on 11:02 - Apr 13 by Nookiejack |
I would rather the Trust is wiped out and try's by taking legal action - that is its purpose.
In contrast to having £900k sitting in the bank earning minimal interest - what is the point of that. |
If that is the will of the majority of the members I agree with you. All I am saying to you is this. An action against the majority that starts off with pay us £20m or else may land you in hot water if you get back a proposal that is a compromise on minority rights. Having a go makes sense if there is a better than 50/50 chance of getting that 20m but these cases are complex expensive and given there appears no evidence of drag and tag clauses in the articles or shareholder agreements asking for a buyout by the Yanks or to have some of the Sellers money may not be that persuasive to a judge. | | | |
| Trust Statement on 11:18 - Apr 13 with 1811 views | Darran |
Ooh a new poster putting a spanner in the works.
Interesting. | |
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| Trust Statement on 11:18 - Apr 13 with 1813 views | Nookiejack |
| Trust Statement on 11:12 - Apr 13 by Todger |
If that is the will of the majority of the members I agree with you. All I am saying to you is this. An action against the majority that starts off with pay us £20m or else may land you in hot water if you get back a proposal that is a compromise on minority rights. Having a go makes sense if there is a better than 50/50 chance of getting that 20m but these cases are complex expensive and given there appears no evidence of drag and tag clauses in the articles or shareholder agreements asking for a buyout by the Yanks or to have some of the Sellers money may not be that persuasive to a judge. |
Fair enough but there is no alternative - the Trust is totally Locked in under the new articles - can't get any money out like Yanks through management fees. It has to get the Yanks permission to sell its shares - will only receive a dividend if the Yanks decide. No other buyer will acquire the Trusts shares under these conditions.
It also looks like we are heading for a downward spiral.
So I don't see an alternative. | | | |
| Trust Statement on 11:20 - Apr 13 with 1808 views | Spratty |
| Trust Statement on 10:39 - Apr 13 by Nookiejack |
When the opposition comes out with bullying tactics like this i.e. Trust will run out of money and won't be able to see the legal case through - then we can see who we are truly up against. |
Indeed - seems like our own little project fear
and welcome to Todger - impressive first posts
Although all this talk of Christmas makes me think of matters abortorial |  | | |
| Trust Statement on 11:27 - Apr 13 with 1786 views | Spratty |
| Trust Statement on 09:35 - Apr 13 by Uxbridge |
Well I wasn't sitting on the top table, so I can't really speak for any of them.
However, I think the two scenarios have been played out on here. Comment immediately, hope you get all the facts right and watch things escalate on the night, or wait, get your facts set and release accordingly in a cool, calm manner.
I've said elsewhere on here I'd have gone for the former but it didn't happen and I can see why. Maybe I should have piped up from the cheap seats but that would have thrown up another set of issues. That's something I've played over in my head a few times since.
However, to me this isn't the important issue, why it wasn't commented on the evening. The issues are the facts, which email chains etc can easily prove either way. |
Not sure but I think the Res may also have been talking about comments like this upfont
“we don’t see this evening as a look back at what happened at the share sale, we have had those discussions” | | | |
| Trust Statement on 11:27 - Apr 13 with 1785 views | Smellyplumz |
The fact that Phil introduced the forum with a lets not look back statement is very disturbing, I'd like him to come on here and explain to the trust members why he had taken that approach. |  |
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""Although I cannot promise or predict the future, I can guarantee one thing - the current board of directors will always fight, as we have done over the last 12 years, to work together as one with the Supporters Trust to make 100% sure that Swansea City football club remains the number one priority in all our thoughts and in every decision we make." | | Poll: | Huw Jenkins |
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| Trust Statement on 11:53 - Apr 13 with 1757 views | Nookiejack |
| Trust Statement on 11:18 - Apr 13 by Nookiejack |
Fair enough but there is no alternative - the Trust is totally Locked in under the new articles - can't get any money out like Yanks through management fees. It has to get the Yanks permission to sell its shares - will only receive a dividend if the Yanks decide. No other buyer will acquire the Trusts shares under these conditions.
It also looks like we are heading for a downward spiral.
So I don't see an alternative. |
The thing is under the new articles the Yanks are also making an effective return on the Trust's stake.
If a new buyer comes along you just sell your stake to them - as the new buyer would then have control and the powers under the new articles. A new buyer doesn't have to buy the Trust's stake and the Trust has no exit - it can't get out.
From a return perspective and to make the numbers easy from a calculation perspective - say the club is worth £100m and the Yanks stake is worth £68m and the Trust's £21m.
Say the Yanks pay themselves £6.8m a year in Management Fees - which all goes to them - they would make a 10% return (£6.8m / £68m). Whereas £6.8m paid in dividends to all shareholders would mean the Yanks would only receive £4.5m (68% of £6.8m).
Hence the Yanks return falls from 10% to 6.6%. (£4.5m / £68m).
This means in this scenario the Yanks are effectively using the Trusts stake under the new articles - to effectively leverage up their return.
This has to be again an indicator of unfair prejudice against the minority.
Also why would a new buyer of the Yanks shares let the Trust exit - when they could do the same?
The Yanks could use this as a selling point to the new buyer. | | | |
| Trust Statement on 12:14 - Apr 13 with 1738 views | Nookiejack |
| Trust Statement on 11:12 - Apr 13 by Todger |
If that is the will of the majority of the members I agree with you. All I am saying to you is this. An action against the majority that starts off with pay us £20m or else may land you in hot water if you get back a proposal that is a compromise on minority rights. Having a go makes sense if there is a better than 50/50 chance of getting that 20m but these cases are complex expensive and given there appears no evidence of drag and tag clauses in the articles or shareholder agreements asking for a buyout by the Yanks or to have some of the Sellers money may not be that persuasive to a judge. |
From what I have read in previous threads I don't think the Trust Would ask for £20m or else.
Just for the same terms as the selling shareholders received.
That would appear to leave the Trust with 5% residual stake same as Huw Henkins and Martin Morgan/wife.
Hence I would assume Trust would also ask for same terms in regards future sale of their residual stakes - if Yanks have agreed this with Huw Jenkins and Martin Morgan.
Alternatively the Trust may always want to keep a 5% residual stake. | | | |
| Trust Statement on 12:30 - Apr 13 with 1720 views | Shaky |
| Trust Statement on 10:21 - Apr 13 by Todger |
Just a few points on all this.
I thought for a new shareholder to be bound by an existing SHA there needed to be a Deed of Adherence signed. Most SHA's have a clause you cannot transfer shares without that deed of adherence being signed. Was there such a clause in SHA? If not how are the new shareholders bound?
Is there anything to prevent the Trust putting the old SHA in the public domain?
Regarding the warranty there is no SHA it is quite common I thought for these warranties to be given and a disclosure made against them. This disclosure could have said the SHA is present but defective could it not?
Putting this SHA in the public domain would help in assessing whether it is valid or not and whether a court case is viable. I doubt the Americans or the selling shareholders given how wealthy they are would have employed idiots as lawyers |
"I thought for a new shareholder to be bound by an existing SHA there needed to be a Deed of Adherence signed."
That would mean the other parties would be required to have rights to control the documentation involved in a seller's transaction, otherwise the standard successors and assigns clause would be unenforceable. Is such a documentation rights clause customary? Not that I've seen.
"Regarding the warranty there is no SHA it is quite common I thought for these warranties to be given and a disclosure made against them. This disclosure could have said the SHA is present but defective could it not? "
There are many ways to skin a cat.
As for what is customary, Americans tend to throw the kitchen sink at these things, whereas in Europe they are much more targeted. I've never come across a standard clause about SHAGS in a share purchase agreement, but then again I've invariably been involved in situations buying outright control where it doesn't really apply. Also most corporates prefer asset purchases anyway.
"Putting this SHA in the public domain would help in assessing whether it is valid or not and whether a court case is viable"
Not really, as I see it the shareholder's agreement is a trivial side issue here.
So now a few questions for you. You are obviously implying you have have a great deal of SHAGs under your belt; that makes you a corporate lawyer, right? What else is your interest in this case? [Post edited 13 Apr 2017 12:44]
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| Trust Statement on 12:40 - Apr 13 with 1685 views | Darran |
| Trust Statement on 12:30 - Apr 13 by Shaky |
"I thought for a new shareholder to be bound by an existing SHA there needed to be a Deed of Adherence signed."
That would mean the other parties would be required to have rights to control the documentation involved in a seller's transaction, otherwise the standard successors and assigns clause would be unenforceable. Is such a documentation rights clause customary? Not that I've seen.
"Regarding the warranty there is no SHA it is quite common I thought for these warranties to be given and a disclosure made against them. This disclosure could have said the SHA is present but defective could it not? "
There are many ways to skin a cat.
As for what is customary, Americans tend to throw the kitchen sink at these things, whereas in Europe they are much more targeted. I've never come across a standard clause about SHAGS in a share purchase agreement, but then again I've invariably been involved in situations buying outright control where it doesn't really apply. Also most corporates prefer asset purchases anyway.
"Putting this SHA in the public domain would help in assessing whether it is valid or not and whether a court case is viable"
Not really, as I see it the shareholder's agreement is a trivial side issue here.
So now a few questions for you. You are obviously implying you have have a great deal of SHAGs under your belt; that makes you a corporate lawyer, right? What else is your interest in this case? [Post edited 13 Apr 2017 12:44]
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You're asking someone what their interest is in this?
Blimey that's pure insanity. | |
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| Trust Statement on 12:42 - Apr 13 with 1681 views | Shaky |
| Trust Statement on 09:39 - Apr 13 by Uxbridge |
It's not substantially complete.
However it's a good point. Do the Trust consult the members on the QC guidance before using it in negotiations with the Americans. Should they, if it lessons the chances of it being used for its aims. |
Not substantially complete? So complete then? It has got to be very close, otherwise the work goes well beyond an actual opinion and strays into actually preparing a case.
I've said all along it is preferable to settle out of court if they agree to your ultimatum demands from last autumn, but two things have now changed.
First of all the Trust seems to have got involved in a public slanging match with the new owners calling them liars. That's not really conducive to a long term partnership as I see it.
Secondly, the club is odds on to be relegated. Listen to their comments at the Forum and they are not exactly falling over themselves to commit capital to the Swansea City project. Instead the only specific thing they mentioned was investment through retained profits, and there's going to be precious little of that if Swansea go down.
Regardless of what you can or can not agree, there is a very real prospect they lose interest in the Championship, and walk away on the basis of the adage not to throw good money after bad.
As I see it chances are that £22 million nest egg could be needed much sooner than I had previously imagined. | |
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