| Interesting Trust Email 20:09 - Jun 29 with 138832 views | Neath_Jack |
Regarding the options open to us.
It's going to cause some massive debate on here i reckon  |  |
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| Interesting Trust Email on 09:47 - Jul 1 with 2362 views | Shaky |
So just checked out the "ultimatum" from last October, and it is worse than I had previously outlined.
(See http://www.swanstrust.co.uk/2016/10/20/trust-members-forum-address/ )
Quoting from Phil's statement he mentions ". . . outlining what was important to us in a draft term sheet sent on 18th July. This draft term sheet suggested many things but some of the key points include:"
Let's look at those key points one by one:
(1) "Protection of the Trust’s stake in the football club and, if that cannot be achieved, a path to agreeing a sale of all or part of the Trust’s stake;"
No anti-dilution protection. Only an agreed sale of less than 1/4 of the Trust's stake.
(2) "Veto rights over decisions that could affect the long-term security of the football club (e.g. excessive debt, issuing new shares);"
Nope
(3) "The right to appoint a second director to the board of the football club to better protect the interest of our members;"
Nope, the Trust gets an Associate Director presumably with full biscuit and seating rights but who can't vote.
(4) "Removal of any directors whose shareholding was below 5%;"
Well Leigh Dineen is still a director, so that would be another nope.
(5) "No dividends to be issued without consent;"
Nope.
(6) That's it!
By the standards set out by the Trust itself this proposed settlement is a monumental failure. How they can recommended it with a straight face is simply beyond me.
As you Welsh people say, Fcuk off is it. [Post edited 1 Jul 2017 9:52]
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| Interesting Trust Email on 09:54 - Jul 1 with 2347 views | Smellyplumz |
| Interesting Trust Email on 09:47 - Jul 1 by Shaky |
So just checked out the "ultimatum" from last October, and it is worse than I had previously outlined.
(See http://www.swanstrust.co.uk/2016/10/20/trust-members-forum-address/ )
Quoting from Phil's statement he mentions ". . . outlining what was important to us in a draft term sheet sent on 18th July. This draft term sheet suggested many things but some of the key points include:"
Let's look at those key points one by one:
(1) "Protection of the Trust’s stake in the football club and, if that cannot be achieved, a path to agreeing a sale of all or part of the Trust’s stake;"
No anti-dilution protection. Only an agreed sale of less than 1/4 of the Trust's stake.
(2) "Veto rights over decisions that could affect the long-term security of the football club (e.g. excessive debt, issuing new shares);"
Nope
(3) "The right to appoint a second director to the board of the football club to better protect the interest of our members;"
Nope, the Trust gets an Associate Director presumably with full biscuit and seating rights but who can't vote.
(4) "Removal of any directors whose shareholding was below 5%;"
Well Leigh Dineen is still a director, so that would be another nope.
(5) "No dividends to be issued without consent;"
Nope.
(6) That's it!
By the standards set out by the Trust itself this proposed settlement is a monumental failure. How they can recommended it with a straight face is simply beyond me.
As you Welsh people say, Fcuk off is it. [Post edited 1 Jul 2017 9:52]
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😂 |  |
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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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| Interesting Trust Email on 10:54 - Jul 1 with 2291 views | harryhpalmer |
| Interesting Trust Email on 09:15 - Jul 1 by Shaky |
Remember Phil, if you're not prepared to walk away they will walk all over you.
Despite the Trust holding all the cards in terms of the legal position, that is quite clearly what is happening here.
L8ters. |
Can the Trust Board just walk away without not putting an offer to the Membership?
I doubt any judge would look on that favourably! |  |
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| Interesting Trust Email on 10:57 - Jul 1 with 2287 views | harryhpalmer |
| Interesting Trust Email on 09:47 - Jul 1 by Shaky |
So just checked out the "ultimatum" from last October, and it is worse than I had previously outlined.
(See http://www.swanstrust.co.uk/2016/10/20/trust-members-forum-address/ )
Quoting from Phil's statement he mentions ". . . outlining what was important to us in a draft term sheet sent on 18th July. This draft term sheet suggested many things but some of the key points include:"
Let's look at those key points one by one:
(1) "Protection of the Trust’s stake in the football club and, if that cannot be achieved, a path to agreeing a sale of all or part of the Trust’s stake;"
No anti-dilution protection. Only an agreed sale of less than 1/4 of the Trust's stake.
(2) "Veto rights over decisions that could affect the long-term security of the football club (e.g. excessive debt, issuing new shares);"
Nope
(3) "The right to appoint a second director to the board of the football club to better protect the interest of our members;"
Nope, the Trust gets an Associate Director presumably with full biscuit and seating rights but who can't vote.
(4) "Removal of any directors whose shareholding was below 5%;"
Well Leigh Dineen is still a director, so that would be another nope.
(5) "No dividends to be issued without consent;"
Nope.
(6) That's it!
By the standards set out by the Trust itself this proposed settlement is a monumental failure. How they can recommended it with a straight face is simply beyond me.
As you Welsh people say, Fcuk off is it. [Post edited 1 Jul 2017 9:52]
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Is Dineen a Director? I dont think he is.
They withdrew that after it came to light, and the Trust objected, unless I missed something happen after that? | |
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| Interesting Trust Email on 11:26 - Jul 1 with 2246 views | Shaky |
| Interesting Trust Email on 10:57 - Jul 1 by harryhpalmer |
Is Dineen a Director? I dont think he is.
They withdrew that after it came to light, and the Trust objected, unless I missed something happen after that? |
Your right, I made a mistake about Dineen's directorship.
However, the Mercuns have appointed both Robert Eastman Henreich and Romie Chaudhari directos of the club, neither of whom have a 5% stake in the club when means that the Trust's condition has not been met. | |
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| Interesting Trust Email on 11:28 - Jul 1 with 2230 views | Darran |
| Interesting Trust Email on 11:26 - Jul 1 by Shaky |
Your right, I made a mistake about Dineen's directorship.
However, the Mercuns have appointed both Robert Eastman Henreich and Romie Chaudhari directos of the club, neither of whom have a 5% stake in the club when means that the Trust's condition has not been met. |
It's you're. |  |
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| Interesting Trust Email on 11:29 - Jul 1 with 2232 views | Shaky |
| Interesting Trust Email on 10:54 - Jul 1 by harryhpalmer |
Can the Trust Board just walk away without not putting an offer to the Membership?
I doubt any judge would look on that favourably! |
Well you're wrong about that.
A high court judge would decide an unfair Prejudice claim based on the facts of the prejudicial matter from last year and points of law.
Neither of those are affected by what matters are put to the membership for a vote. | |
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| Interesting Trust Email on 11:30 - Jul 1 with 2230 views | Shaky |
| Interesting Trust Email on 11:28 - Jul 1 by Darran |
It's you're. |
Great point Des. | |
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| Interesting Trust Email on 11:31 - Jul 1 with 2224 views | Uxbridge |
| Interesting Trust Email on 11:26 - Jul 1 by Shaky |
Your right, I made a mistake about Dineen's directorship.
However, the Mercuns have appointed both Robert Eastman Henreich and Romie Chaudhari directos of the club, neither of whom have a 5% stake in the club when means that the Trust's condition has not been met. |
Unless you've got access to the LLC documents, you can't know that. They are both shareholders in that. |  |
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| Interesting Trust Email on 11:33 - Jul 1 with 2214 views | Shaky |
| Interesting Trust Email on 11:31 - Jul 1 by Uxbridge |
Unless you've got access to the LLC documents, you can't know that. They are both shareholders in that. |
Kaplan at the forum in the spring said that other shareholders in the LLC were trivial. Does that mean 10% of the club fully diluted (15% of the LLC)?
No. [Post edited 1 Jul 2017 11:35]
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| Interesting Trust Email on 11:34 - Jul 1 with 2209 views | Shaky |
But let's have some more trivial nit-picking to detract from the magnitude of the Trust's negotiating failure.
Bring it on! | |
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| Interesting Trust Email on 11:36 - Jul 1 with 2205 views | Uxbridge |
| Interesting Trust Email on 10:54 - Jul 1 by harryhpalmer |
Can the Trust Board just walk away without not putting an offer to the Membership?
I doubt any judge would look on that favourably! |
It wouldn't matter to the legal case. The legal case relates to the events of last year.
The legalities of what needs to go to the membership is interesting, and I was going to answer Neefie's post which covered this and another question on the Trust board position. Legally speaking, there is nothing requiring this to go to a ballot to the members - the Trust board has the authority to make the decision unilaterally to accept the deal or not. This has been confirmed with legal counsel. However the Trust board has taken the view that the decision should go to the Members, and will honour the decision. To answer Neath's other question, to the best of my knowledge (and I can only be that certain, because the finalised offer was only agreed earlier this week and logistics mean that discussions had to be performed online rather than in person) the approval of the Trust board to accept the deal is unanimous. | |
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| Interesting Trust Email on 11:39 - Jul 1 with 2191 views | Uxbridge |
| Interesting Trust Email on 11:33 - Jul 1 by Shaky |
Kaplan at the forum in the spring said that other shareholders in the LLC were trivial. Does that mean 10% of the club fully diluted (15% of the LLC)?
No. [Post edited 1 Jul 2017 11:35]
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He didn't say that. There are a number of others and Kaplan is the biggest shareholder. Actually, one of the other two you mentioned has said in discussions he's the second biggest shareholder. Whether that's actually correct I couldn't tell you, what with Delaware filing rules.
Not that it matters much to this debate, but as you brought it up I thought I'd correct it. | |
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| Interesting Trust Email on 11:40 - Jul 1 with 2186 views | Shaky |
| Interesting Trust Email on 11:36 - Jul 1 by Uxbridge |
It wouldn't matter to the legal case. The legal case relates to the events of last year.
The legalities of what needs to go to the membership is interesting, and I was going to answer Neefie's post which covered this and another question on the Trust board position. Legally speaking, there is nothing requiring this to go to a ballot to the members - the Trust board has the authority to make the decision unilaterally to accept the deal or not. This has been confirmed with legal counsel. However the Trust board has taken the view that the decision should go to the Members, and will honour the decision. To answer Neath's other question, to the best of my knowledge (and I can only be that certain, because the finalised offer was only agreed earlier this week and logistics mean that discussions had to be performed online rather than in person) the approval of the Trust board to accept the deal is unanimous. |
Such approval presumably based on the judicious determination that the elements of a settlement deemed critical last year articulated in the form of an "ultimatum" are no longer determined to be of any significance.
Is that right? | |
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| Interesting Trust Email on 11:41 - Jul 1 with 2184 views | Shaky |
| Interesting Trust Email on 11:39 - Jul 1 by Uxbridge |
He didn't say that. There are a number of others and Kaplan is the biggest shareholder. Actually, one of the other two you mentioned has said in discussions he's the second biggest shareholder. Whether that's actually correct I couldn't tell you, what with Delaware filing rules.
Not that it matters much to this debate, but as you brought it up I thought I'd correct it. |
Biger than Levin?
I doubt that very much. | |
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| Interesting Trust Email on 11:43 - Jul 1 with 2181 views | londonlisa2001 |
| Interesting Trust Email on 11:36 - Jul 1 by Uxbridge |
It wouldn't matter to the legal case. The legal case relates to the events of last year.
The legalities of what needs to go to the membership is interesting, and I was going to answer Neefie's post which covered this and another question on the Trust board position. Legally speaking, there is nothing requiring this to go to a ballot to the members - the Trust board has the authority to make the decision unilaterally to accept the deal or not. This has been confirmed with legal counsel. However the Trust board has taken the view that the decision should go to the Members, and will honour the decision. To answer Neath's other question, to the best of my knowledge (and I can only be that certain, because the finalised offer was only agreed earlier this week and logistics mean that discussions had to be performed online rather than in person) the approval of the Trust board to accept the deal is unanimous. |
Ux - you say that the offer was only finalised this week, and previously it's been stated on here that the QC had agreed with the Trust's recommendation. Does this mean that in the space of only a day or so maximum, the QC actually reviewed the exact offer, digested it and made a recommendation?
That seems awfully efficient of him or have I misunderstood the timeline or advice received? | | | |
| Interesting Trust Email on 11:43 - Jul 1 with 2181 views | NeathJack |
I believe it was mentioned in the meeting on Thursday that the finance for the offer on the table is not being leveraged against the club.
If the case was to go to court and be found in our favour, would the Yanks be allowed to borrow against the club in order to finance the £20m odd they would be forced to pay? |  | | |
| Interesting Trust Email on 11:50 - Jul 1 with 2164 views | Uxbridge |
| Interesting Trust Email on 22:34 - Jun 30 by BLAZE |
If you want Jenkins out then litigation isn't a route towards that happening
Let me get this right then Phil - if we were to pursue legal action, and with a strong case were to find Jenkins guilty... you think he'll get to keep his position at the club. Really?
Common sense tells me a vote for legal action is absolutely a vote toward the removal of Jenkins. |
Sorry mate, but unless it changes the Americans minds on Jenkins, it doesn't. Why is there an assumption that losing that legal case relating to the sale will suddenly change the Americans' minds on Jenkins being the right person to run the football side of things. They'd be pissed off, of course, but it's one hell of a leap.
Also the legal case won't find Jenkins guilty or innocent specifically, it will look at whether the Trust has been unfairly prejudiced in terms of the initial sale. If the Trust won that case, it would result most likely in the Trust shares being bought out by the Americans but that meaning the Trust has no say in the running in the club in the future. People point to Jenkins being there as proof the Trust have no influence anyway, but there have been plenty of occasions in recent times when that the Trust has been influential, and having that voice is important. The cavalier way that is being chucked away by some concerns me.
I'm not sure who wrote it earlier, but someone had the gall to say that legal action would be in keeping with the views of those who initially set up the Trust back in 2001. Now, I'm not going to speak for individuals back then but from those I spoke to at the time, from one of those first meetings with a dozen hardy souls in the Chandos off Trafalgar Square, it's the complete opposite of the Trust aims that have stayed from then, which fundamentally are to have a say in the football club and have a stake in it. If anything, the decision from those I spoke to then would be whether to sell or maintain the whole stake, not whether to try and force a full sale. | |
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| Interesting Trust Email on 11:54 - Jul 1 with 2142 views | londonlisa2001 |
| Interesting Trust Email on 11:50 - Jul 1 by Uxbridge |
Sorry mate, but unless it changes the Americans minds on Jenkins, it doesn't. Why is there an assumption that losing that legal case relating to the sale will suddenly change the Americans' minds on Jenkins being the right person to run the football side of things. They'd be pissed off, of course, but it's one hell of a leap.
Also the legal case won't find Jenkins guilty or innocent specifically, it will look at whether the Trust has been unfairly prejudiced in terms of the initial sale. If the Trust won that case, it would result most likely in the Trust shares being bought out by the Americans but that meaning the Trust has no say in the running in the club in the future. People point to Jenkins being there as proof the Trust have no influence anyway, but there have been plenty of occasions in recent times when that the Trust has been influential, and having that voice is important. The cavalier way that is being chucked away by some concerns me.
I'm not sure who wrote it earlier, but someone had the gall to say that legal action would be in keeping with the views of those who initially set up the Trust back in 2001. Now, I'm not going to speak for individuals back then but from those I spoke to at the time, from one of those first meetings with a dozen hardy souls in the Chandos off Trafalgar Square, it's the complete opposite of the Trust aims that have stayed from then, which fundamentally are to have a say in the football club and have a stake in it. If anything, the decision from those I spoke to then would be whether to sell or maintain the whole stake, not whether to try and force a full sale. |
Actually Ux, the number one aim of the Trust was always to maintain a professional football club in Swansea and to keep it close to the community. The things you've mentioned were assumed to be part of that, but those were the fundamental aims. | | | |
| Interesting Trust Email on 11:57 - Jul 1 with 2138 views | Uxbridge |
| Interesting Trust Email on 11:43 - Jul 1 by londonlisa2001 |
Ux - you say that the offer was only finalised this week, and previously it's been stated on here that the QC had agreed with the Trust's recommendation. Does this mean that in the space of only a day or so maximum, the QC actually reviewed the exact offer, digested it and made a recommendation?
That seems awfully efficient of him or have I misunderstood the timeline or advice received? |
It'd be remarkably efficient!
The QC hasn't reviewed the final offer. The advice from the QC relates to the strength of the legal case and strategy. I actually attended one of the meetings via phone and he stressed that he can only talk of the legalities and legal strategies, he's not a commercial person and it's up to the Trust to determine whether a deal is acceptable or not. And that's what this is in many ways, a commercial decision whether this deal is better than the alternatives for the Trust. However, what I would also say, is that with the offer we've tried to address the weaknesses in the Trust's current position that he also identified (not that they were of any great surprise to us or many on this thread). | |
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| Interesting Trust Email on 12:02 - Jul 1 with 2126 views | londonlisa2001 |
| Interesting Trust Email on 11:57 - Jul 1 by Uxbridge |
It'd be remarkably efficient!
The QC hasn't reviewed the final offer. The advice from the QC relates to the strength of the legal case and strategy. I actually attended one of the meetings via phone and he stressed that he can only talk of the legalities and legal strategies, he's not a commercial person and it's up to the Trust to determine whether a deal is acceptable or not. And that's what this is in many ways, a commercial decision whether this deal is better than the alternatives for the Trust. However, what I would also say, is that with the offer we've tried to address the weaknesses in the Trust's current position that he also identified (not that they were of any great surprise to us or many on this thread). |
Thanks for the clarification, I thought that would be odd.
In which case, a supplementary question. In reaching the conclusion to recommend the offer to members, has any professional advice been taken (I understand Dai will have been involved so I mean other than that)? | | | |
| Interesting Trust Email on 12:05 - Jul 1 with 2120 views | max936 |
| Interesting Trust Email on 06:19 - Jul 1 by Phil_S |
Just the point of order though "they only take it back with the other" if you - as members - elect that is what you want to do if/when that comes to the table. Will be written into the agreement as such. It's not a guarantee |
Are the Trust forgetting what has gone on, I know 12 months have passed, but I'm sensing the mood has changed after the sweet talking by the Yanks to flavour the deal, but ignoring/discarding the main grievances, they have been implicit themselves in it all [We were told not to speak to the Trust] ffs they were spending 80/100 mill to buy shares yet they are listening to people telling them to ignore a major, major share holder, this deal has to be improved on in various area's including the trust having more of an influential say in ALL matters otherwise we are selling ourselves short.
Oh and on another point of order you can't really be trying to compare workmates/colleagues having a deal go wrong [it wouldn't happen in the environment I work in anyway] compared to a Multi Million pound business surely, the both are millions of miles apart as well you know Phil. |  |
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| Interesting Trust Email on 12:09 - Jul 1 with 2111 views | Uxbridge |
| Interesting Trust Email on 11:54 - Jul 1 by londonlisa2001 |
Actually Ux, the number one aim of the Trust was always to maintain a professional football club in Swansea and to keep it close to the community. The things you've mentioned were assumed to be part of that, but those were the fundamental aims. |
They're both fundamental aims. I don't recall there ever being a pecking order, but it's semantics in some ways ... I believe I'm right when I say that the Trust was set up to protect the interests of its members, which ultimately are to ensure there's a football club in the city, by ensuring the fans have a voice in the running of the football club and as big a stake in that club as possible.
We're in interesting times at the moment, as there's some debate on how best to achieve that. If you'd have asked me this time last year when there was simply no relationship between the Americans and the Trust, then I'd have a lot more sympathy with the view that the Trust have no say and it's best to completely exit the club. Things have moved on considerably since last October though ... true, if it comes down to a direct conflict between the Trust and the Americans, the Trust will be outvoted. However, and I think we've seen that this past season, that the Americans realise they can't work alone. When they did, it didn't go very well for anyone. I actually think this season has spooked them a little.
I think this season has shown why it's important the Trust is around. True, we all need to vigilant that the lines of communication and spirit of cooperation (if not on the hot issue of the chairman, in the views of a substantial section of the members), and it's critical that the existing relationship is enshrined in any subsequent documentation. But for us not to continue that relationship and have that involvement in the club, I just don't get it. The deal's not ideal by any stretch but it ticks enough boxes for me. | |
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| Interesting Trust Email on 12:13 - Jul 1 with 2102 views | Uxbridge |
| Interesting Trust Email on 12:02 - Jul 1 by londonlisa2001 |
Thanks for the clarification, I thought that would be odd.
In which case, a supplementary question. In reaching the conclusion to recommend the offer to members, has any professional advice been taken (I understand Dai will have been involved so I mean other than that)? |
I'm not sure what professional advice you're suggesting to be honest. If you're asking whether the Trust has sought out an independent valuation of the football club and it's stake, then the answer is no. I would suggest it would be a very subjective though.
If the price had been different to the sale last year, with the additional bump for survival last season, then I think that'd have been an issue. | |
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| Interesting Trust Email on 12:21 - Jul 1 with 2077 views | Uxbridge |
| Interesting Trust Email on 12:05 - Jul 1 by max936 |
Are the Trust forgetting what has gone on, I know 12 months have passed, but I'm sensing the mood has changed after the sweet talking by the Yanks to flavour the deal, but ignoring/discarding the main grievances, they have been implicit themselves in it all [We were told not to speak to the Trust] ffs they were spending 80/100 mill to buy shares yet they are listening to people telling them to ignore a major, major share holder, this deal has to be improved on in various area's including the trust having more of an influential say in ALL matters otherwise we are selling ourselves short.
Oh and on another point of order you can't really be trying to compare workmates/colleagues having a deal go wrong [it wouldn't happen in the environment I work in anyway] compared to a Multi Million pound business surely, the both are millions of miles apart as well you know Phil. |
Nobody's forgotten what has happened in the past. Impossible to.
On the wanting an improved offer point ... well, wouldn't we all. However it's worth noting that the offer we have now has been the result of negotiations over the last couple of months. This wasn't the first, but we believe it's as far as we can get them to move. If you want to reject the deal because you think pushing for legal action will result in a better one, then fine, however a) you're going to get to the point at some point where the Americans will think "fine, it's a better deal now for us to take our chances in court" and b) what are you actually expecting that better deal to look like, and in what way will it benefit the interests of the Trust and its members.
We all have long memories. Everyone should remember the actions of last year. No doubt there'll always be an asterisk against certain individuals because of it. All so unnecessary as well, if only things had been done properly. However, you have to get to the point where you decide to either work with the reality (which isn't going to change even if it goes to court) or think nah, feck it. | |
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