| I Blame Jenkins 20:33 - Apr 6 with 7301 views | jackeinstein |
For everything egotistical pr1ck that he is Can't wait for the yanks to send him down the road and employ someone who can run the club properly. |  | | |  |
| I Blame Jenkins on 10:08 - Apr 8 with 894 views | Shaky |
On the other hand I was somewhat surprised by Levin's statement a few minutes earlier in that segment that Levin had asked the Trust's lawyers in March whether they wanted to sell their shares in the deal!
Really? That's certainly news to me, and not something I believe I have heard the Trust disclose.
Indeed I am pretty sure Jim White was publicly complaining bitterly in April that there was no way to sell the Trust's shares.
What was the response of the Lawyers?
In any case if Levin's offer was merely made orally in a general sense lacking any parameters, it is almost certainly not enough to harm the chances of success in an Unfair Prejudice action.
But it is certainly not helpful. |  |
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| I Blame Jenkins on 10:21 - Apr 8 with 889 views | Shaky |
| I Blame Jenkins on 10:01 - Apr 8 by Shaky |
Thanks, LJ, have now listened to the audio.
First of all Levin clearly speaks Mergers & Acquisitions, talking about 'transactions' and so on.
In that context he says: "It was represented to us that there was no shareholders agreement, at the time we came in to acquire the club"
To me he is undoubtedly referring to a section customarily included in Share Purchase Agreements called Representations & Warranties ('Reps & Warranties'), that contains a number of standard and non standard 'facts' that the parties to the contract commit to. For example that they have good clear title to the shares to be sold and they are not mortgaged or otherwise pledged as security.
Furthermore that definitive statement modified his initial comment that they were 'unaware', which is legally defensible if he has cover through the Reps & Warranties.
However, if he was totally 'unaware' of any shareholders' agreement in the everyday sense of the word, I'm not so sure his lawyers would necessarily have thought to include that representation in the share purchase agreement.
Breaches of Reps & Warranties are invariably remedied by monetary payments and are generally not enough to revoke/cancel the entire agreement.
Nevertheless Jenkins etc may have a valid argument there was no legally binding shareholders agreement, if it was never executed properly in the first place like I speculated earlier, or if it was somehow terminated prior to the deal with the Americans on 21/7/16.
These are both very real possibilities, however, if the first case applies it would undoubtedly strengthen the Trust's position in an Unfair Prejudice claim as there can be no doubt whatsoever they believed in good faith that one was in place. |
"Nevertheless Jenkins etc may have a valid argument there was no legally binding shareholders agreement, if it was never executed properly in the first place like I speculated earlier, or if it was somehow terminated prior to the deal with the Americans on 21/7/16.
These are both very real possibilities, however, if the first case applies it would undoubtedly strengthen the Trust's position in an Unfair Prejudice claim as there can be no doubt whatsoever they believed in good faith that one was in place. "
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That said one thing always puzzled me about the mechanics of the actual share purchase transaction; why did the Trust not insist that the Right of first refusal mechanism set out in the shareholders' agreement was followed?
That could have had at least some nuisance value and would have been enough to barge in on the negotiations between the Yanks and the sellers, which would have been tactically astute.
The fact they did not could suggest they themselves had doubts about the enforceability of the SHAG. | |
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