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Lets get an idea from us fans in general as to the last 6 months or so. A 6 months that's seen us bought out by the Americans in a deal where the old owners sold their souls and us down the river.
We all know they did their best to keep the Trust away from discussions and tried wilfully to get the Trust to sign a legal document stating the old regime's Shareholders Agreement practically meant nothing.
Since then the Trust have parted company with their Supporters Director and Vice Chairman and have been threatening legal action throughout the whole time, also stating on many an occasion that "this can't go on much longer"
As we are now aware from recent statements the Trust feel they are "building bridges" and getting somewhere with the new regime. Do we think this is the right course of action and to trust the new American owners and the remaining old Directors, bearing in mind all that's gone on?
What do the fans think?
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action
[Post edited 21 Feb 2017 14:58]
* BOX OFFICE POST ABOVE* TM
I am the resurrection and i am the light. I couldn’t ever bring myself to hate you as i’d like
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 23:54 - Feb 24 by PURe_Evil
What I want to know is , was there any actual important issues discussed at the forum or was it just a "cracking laugh" as one attendee said?
Are they taking the piss or what?
Uxbridge just disappeared when Lisa ruined him on the other thread.
This is getting worrying.
I was thinking the same thing.
Lisa offers a valid case for potential unfair prejudice. Uxbridge, who had been Lording it up as usual until that point, then just disappears as if nothing was said or mattered.
Probably to ping off some private emails in another attempt to hide away from anything that's remotely important.
Cracking laugh my ass. Building bridges FFS. Have we just been in some bloody time warp the last 8 months?
The apathy from the Trust is infecting the support and slowly we are just going to lose all we'd built up.
Where are you??
* BOX OFFICE POST ABOVE* TM
I am the resurrection and i am the light. I couldn’t ever bring myself to hate you as i’d like
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 02:15 - Feb 25 by TheResurrection
I was thinking the same thing.
Lisa offers a valid case for potential unfair prejudice. Uxbridge, who had been Lording it up as usual until that point, then just disappears as if nothing was said or mattered.
Probably to ping off some private emails in another attempt to hide away from anything that's remotely important.
Cracking laugh my ass. Building bridges FFS. Have we just been in some bloody time warp the last 8 months?
The apathy from the Trust is infecting the support and slowly we are just going to lose all we'd built up.
Where are you??
>>Lisa offers a valid case for potential unfair prejudice.<<
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 02:15 - Feb 25 by TheResurrection
I was thinking the same thing.
Lisa offers a valid case for potential unfair prejudice. Uxbridge, who had been Lording it up as usual until that point, then just disappears as if nothing was said or mattered.
Probably to ping off some private emails in another attempt to hide away from anything that's remotely important.
Cracking laugh my ass. Building bridges FFS. Have we just been in some bloody time warp the last 8 months?
The apathy from the Trust is infecting the support and slowly we are just going to lose all we'd built up.
Where are you??
Fair play Christopher, it takes some industrial levels of irony to pronounce someone else hiding away when you disappeared for weeks, and then demanding answers asap. Forgive me for having a life catching up with friends in London before today's game.
As for Shaky's post, it was rather interesting (and much more civilised than some other people) and I thank him for taking the trouble. To a certain degree it makes logical sense. It's a similar question to one I raised internally so I get the logic. Not that the law always does of course. Anyway, I've brought this thread to the attention of our legal rep, and when those announced discussions happen with the QC in the near future then we should have a definitive view. While I can't see the merit of the Trust launching a court case purely for the benefit of small shareholders anywhere, the Trust must retain its value.
As for publishing guidance, if you think that's going to happen before things are finalised then you're barking. However, once a definitive view is determined then this will be clearly outlined to the members... It'd be up to them to pull the trigger. Finances were always published in the accounts though, always.
Anyway, I'm off to the game. No doubt you'll take this as running off again, but hey ho. Have fun.
From my legal ignorance perspective, Shaky's post is very pertinent and extremely interesting imo. In fact I'd expect that, if we end up with an outcome of not having a vote for going to court, that the legal opinion reasons why these points were not applicable are spelt out to the membership.
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 08:46 - Feb 25 by Uxbridge
Fair play Christopher, it takes some industrial levels of irony to pronounce someone else hiding away when you disappeared for weeks, and then demanding answers asap. Forgive me for having a life catching up with friends in London before today's game.
As for Shaky's post, it was rather interesting (and much more civilised than some other people) and I thank him for taking the trouble. To a certain degree it makes logical sense. It's a similar question to one I raised internally so I get the logic. Not that the law always does of course. Anyway, I've brought this thread to the attention of our legal rep, and when those announced discussions happen with the QC in the near future then we should have a definitive view. While I can't see the merit of the Trust launching a court case purely for the benefit of small shareholders anywhere, the Trust must retain its value.
As for publishing guidance, if you think that's going to happen before things are finalised then you're barking. However, once a definitive view is determined then this will be clearly outlined to the members... It'd be up to them to pull the trigger. Finances were always published in the accounts though, always.
Anyway, I'm off to the game. No doubt you'll take this as running off again, but hey ho. Have fun.
[Post edited 25 Feb 2017 8:48]
But you took this to the QC months ago - what on earth is taking so long?
* BOX OFFICE POST ABOVE* TM
I am the resurrection and i am the light. I couldn’t ever bring myself to hate you as i’d like
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 09:21 - Feb 25 by monmouth
From my legal ignorance perspective, Shaky's post is very pertinent and extremely interesting imo. In fact I'd expect that, if we end up with an outcome of not having a vote for going to court, that the legal opinion reasons why these points were not applicable are spelt out to the membership.
Shaky has constantly called everything correctly and all he ever got from the usual suspects on here was abuse and to question his integrity and expertise.
In other words if Phil Sumbler had taken the advice Shaky was desperately trying to give him we would not have been in this mess now.
For Uxbridge to say he's gong to show thus bloody thread to their legal people, well, I don't know whether to laugh or cry.
WTF are we paying them for??
Why people aren't demanding more from the people on the Trust is beyond me and a huge part of the problem.
The 38 or so that voted to keep on pandering to the new and old owners should hang their heads in shame.
[Post edited 25 Feb 2017 10:35]
* BOX OFFICE POST ABOVE* TM
I am the resurrection and i am the light. I couldn’t ever bring myself to hate you as i’d like
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 19:32 - Feb 25 by TheResurrection
They are hoping this goes away like everything else that is important to the Club and its future.
Still waiting....
[Post edited 25 Feb 2017 19:46]
the absolute lack of any action by the Trust to date is getting beyond a joke. The coverage of this at local and national level is almost non existent. Why? Get the Evening Post involved. Make sure that they do a full report on it. It will soon snowball. But just don't sit back and let it drift.
Make sure the world knows that these so called Swansea City fans have shafted the Trust for personal gain and greed only. Just get on with it. What are you afraid of?
Only an idiot would eat a turkey curry on Christmas day
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Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 20:19 - Feb 25 with 984 views
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 07:55 - Feb 25 by Shaky
>>Lisa offers a valid case for potential unfair prejudice.<<
Can somebody please help me with a link to this?
Since you asked nicely...
There are a couple of factors at play. Firstly, is whether there is a claim of unfair prejudice, and secondly, against who.
On the claim itself, the problem about all of it, is arguing sucesssfully that there has been a destruction of the value of the Trust's shares as a result of the sale. Because on the face of it, there hasn't. They hold a 21% share in a premier league club now, and they held a 21% share in a premier league club before the sale. (The issue about relegation is a red herring, as it won't be as a result of the sale if it happens, and so the Trust couldn't argue that the sellers or new owners have caused it).
Re the control premium which is the possible loss of value bit despite the above, it seems that the counter argument would be that the Trust never had access to the control premium so they haven't been prejudiced. So it's hard to see a case against the sellers (on unfair prejudice). There is an obvious claim for breach of contract (as they acted against the shareholders agreement) but you'd also need to prove financial loss and they would argue the Trust have exactly what they had before - a minority position in a premier league club.
However, there is another possibility that I've urged the Trust to explore, and it revolves around the actions of the new owners, and whether THEY have created an unfair prejudice. Not on the value as such of the Trust's stake, but in its liquidity. The reason for this is that I think in imposing a new holding company that controls over 75% of the company that in turn owns the football club, they have effectively introduced a mechanism for future sale that precludes the necessity of selling any shares in Swansea City 2002 Ltd (where the Trust's shares sit). They simply need to sell Swansea Football LLC instead. The only fly in the ointment that the Trust could cause is access to dividends. But that could be circumvented by diluting the Trust (and as long as any additional shares are issued at value, they again struggle with an unfair prejudice claim).
A lot of the talk so far has been about an UP claim on the sellers which seems difficult - I've asked if there is a valid one against the new owners. If there is, of course, and the selling shareholders knew that the new structure was being imposed, then the breach of contract claim suddenly has a value as well, as the breach enabled the imposition of a structure that they knew was prejudicial not to the value of the Trust's shares, but to their liquidity, and effectively enabled the new owners to create a mechanism where the Trust's shares need never be sold, and the Trust will remain in limbo for everymore.
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Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 20:41 - Feb 25 with 946 views
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 20:19 - Feb 25 by londonlisa2001
Since you asked nicely...
There are a couple of factors at play. Firstly, is whether there is a claim of unfair prejudice, and secondly, against who.
On the claim itself, the problem about all of it, is arguing sucesssfully that there has been a destruction of the value of the Trust's shares as a result of the sale. Because on the face of it, there hasn't. They hold a 21% share in a premier league club now, and they held a 21% share in a premier league club before the sale. (The issue about relegation is a red herring, as it won't be as a result of the sale if it happens, and so the Trust couldn't argue that the sellers or new owners have caused it).
Re the control premium which is the possible loss of value bit despite the above, it seems that the counter argument would be that the Trust never had access to the control premium so they haven't been prejudiced. So it's hard to see a case against the sellers (on unfair prejudice). There is an obvious claim for breach of contract (as they acted against the shareholders agreement) but you'd also need to prove financial loss and they would argue the Trust have exactly what they had before - a minority position in a premier league club.
However, there is another possibility that I've urged the Trust to explore, and it revolves around the actions of the new owners, and whether THEY have created an unfair prejudice. Not on the value as such of the Trust's stake, but in its liquidity. The reason for this is that I think in imposing a new holding company that controls over 75% of the company that in turn owns the football club, they have effectively introduced a mechanism for future sale that precludes the necessity of selling any shares in Swansea City 2002 Ltd (where the Trust's shares sit). They simply need to sell Swansea Football LLC instead. The only fly in the ointment that the Trust could cause is access to dividends. But that could be circumvented by diluting the Trust (and as long as any additional shares are issued at value, they again struggle with an unfair prejudice claim).
A lot of the talk so far has been about an UP claim on the sellers which seems difficult - I've asked if there is a valid one against the new owners. If there is, of course, and the selling shareholders knew that the new structure was being imposed, then the breach of contract claim suddenly has a value as well, as the breach enabled the imposition of a structure that they knew was prejudicial not to the value of the Trust's shares, but to their liquidity, and effectively enabled the new owners to create a mechanism where the Trust's shares need never be sold, and the Trust will remain in limbo for everymore.
Did the Trust have more of a "control premium" before the sale of shares?
* BOX OFFICE POST ABOVE* TM
I am the resurrection and i am the light. I couldn’t ever bring myself to hate you as i’d like
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 20:41 - Feb 25 by TheResurrection
Did the Trust have more of a "control premium" before the sale of shares?
The problem with arguing that they did Chris, is that the sale itself rather undermines any claim of it. In other words, they didn't have enough shares to prevent full control of the company passing to new owners (because it has). The new owners have over 75% of the votes. The Trust argument would be that they did have access to it in combination with others - the counter argument is that the combination was not essential and therefore they didn't have enough claim to it to warrant UP.
Shaky's other point about (effectively) quasi partnership is one that has also been raised - I don't know whether anything ever came of it with counsel. I think, personally, it is a point definitely worth exploring.
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Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 21:33 - Feb 25 with 896 views
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 21:16 - Feb 25 by londonlisa2001
The problem with arguing that they did Chris, is that the sale itself rather undermines any claim of it. In other words, they didn't have enough shares to prevent full control of the company passing to new owners (because it has). The new owners have over 75% of the votes. The Trust argument would be that they did have access to it in combination with others - the counter argument is that the combination was not essential and therefore they didn't have enough claim to it to warrant UP.
Shaky's other point about (effectively) quasi partnership is one that has also been raised - I don't know whether anything ever came of it with counsel. I think, personally, it is a point definitely worth exploring.
But "the sale itself" means we're just going round in circles. Should the sale have been conducted in the manner it was...?
Before, and according to the SHA we felt we had a control premium.
The way they went about things meant that was pulled from beneath our feet.
Was that fair they did?
* BOX OFFICE POST ABOVE* TM
I am the resurrection and i am the light. I couldn’t ever bring myself to hate you as i’d like
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 20:19 - Feb 25 by londonlisa2001
Since you asked nicely...
There are a couple of factors at play. Firstly, is whether there is a claim of unfair prejudice, and secondly, against who.
On the claim itself, the problem about all of it, is arguing sucesssfully that there has been a destruction of the value of the Trust's shares as a result of the sale. Because on the face of it, there hasn't. They hold a 21% share in a premier league club now, and they held a 21% share in a premier league club before the sale. (The issue about relegation is a red herring, as it won't be as a result of the sale if it happens, and so the Trust couldn't argue that the sellers or new owners have caused it).
Re the control premium which is the possible loss of value bit despite the above, it seems that the counter argument would be that the Trust never had access to the control premium so they haven't been prejudiced. So it's hard to see a case against the sellers (on unfair prejudice). There is an obvious claim for breach of contract (as they acted against the shareholders agreement) but you'd also need to prove financial loss and they would argue the Trust have exactly what they had before - a minority position in a premier league club.
However, there is another possibility that I've urged the Trust to explore, and it revolves around the actions of the new owners, and whether THEY have created an unfair prejudice. Not on the value as such of the Trust's stake, but in its liquidity. The reason for this is that I think in imposing a new holding company that controls over 75% of the company that in turn owns the football club, they have effectively introduced a mechanism for future sale that precludes the necessity of selling any shares in Swansea City 2002 Ltd (where the Trust's shares sit). They simply need to sell Swansea Football LLC instead. The only fly in the ointment that the Trust could cause is access to dividends. But that could be circumvented by diluting the Trust (and as long as any additional shares are issued at value, they again struggle with an unfair prejudice claim).
A lot of the talk so far has been about an UP claim on the sellers which seems difficult - I've asked if there is a valid one against the new owners. If there is, of course, and the selling shareholders knew that the new structure was being imposed, then the breach of contract claim suddenly has a value as well, as the breach enabled the imposition of a structure that they knew was prejudicial not to the value of the Trust's shares, but to their liquidity, and effectively enabled the new owners to create a mechanism where the Trust's shares need never be sold, and the Trust will remain in limbo for everymore.
Thanks.
Being an accountant I can see where you're coming from to a certain extent, and certainly it is true that the Trust holds the same number of shares before and after the takeover.
But that is where your position breaks down, and the **central argument** is not that value destruction has necessarily occurred, but rather that upside resulting from the takeover has been unfairly removed, and in fact realised by the rest of the shareholders.
A 21% percent stake in a company where no shareholder has overall control is worth less that a 21% stake where somebody is buying control, because control over companies has value in various respects.
It is simple algebra: Cost of takeover/buying control = prior price + control premium, and i posit no quantification of precise amounts is necessary because the conceptual argument is incontrovertible.
As for your argument that the Trust never had access to the control premium that's simply not true because all shareholders always have potential access to receipt of a control premium since all companies are theoretically potential takeover targets. Further by your logic none of the other selling shareholders had access to the control premium individually either so no control premium can ever be paid to anybody; I'm sorry, but it's nonsense.
On the question of whether the Trust has suffered an actionable loss of liquidity, the fact is that prior to 21st July, 2016 shares had only changed hands once in 15 years, and that wasn't even an arms length secondary market transaction but a company repurchase of Mel Nurse's shares!
On that basis I don't find it credible that a material loss of liquidity has resulted from the takeover, and in any case consider it implausibly far-fetched to suppose that courts would ever see their role as supplying liquidity to shares in unlisted companies.
However, as I see it you are in any case to some extent conflating and mislabeling the issue you describe as liquidity related!
What is true is that if the Yanks get away with the structure they have devised unchallenged, control of the club can potentially change hands in future without the Trust's shares ever being tendered for. It is in effect substantially the same as disenfranchising the Trust's 21% shareholding, due the low probability that club can become a reliable dividend yielding stock in anything resembling the foreseeable future, given cash-flow constraints.
On that basis there is in fact an argument for intrinsic value destruction of the Trust's stake that is worth making, but it has nothing to do with liquidity.
Finally you are completely wrong in your characterisation of my other arguments. They have nothing to do with quasi-partnerships, which require a specific set of criteria that are clearly not met in this situation. Anybody interested can look up the ruling in Ebrahimi v Westbourne Galleries themselves.
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 08:02 - Feb 26 by Shaky
And just one more thing, Lisa. I don't want to go round in circles indefinitely trying to point score on these issues.
However, if anybody involved with the Trust wants clarification or to discuss further, you have my email.
Some interesting reading there, Shaky. I do worry that there (a) have been very few UP cases and (b) the fact that it seems such a grey area. As many people have said, morality has no influence on the judgement.
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 08:12 - Feb 26 by waynekerr55
Some interesting reading there, Shaky. I do worry that there (a) have been very few UP cases and (b) the fact that it seems such a grey area. As many people have said, morality has no influence on the judgement.
[Post edited 26 Feb 2017 8:12]
As I've been saying for months, Wayne, I see the situation as clear cut.
And for the sake of good order, I should mention that the case i alluded to in respect of European law is Re: Audiolux, heard before the European Court of Justice.
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 07:32 - Feb 26 by Shaky
Thanks.
Being an accountant I can see where you're coming from to a certain extent, and certainly it is true that the Trust holds the same number of shares before and after the takeover.
But that is where your position breaks down, and the **central argument** is not that value destruction has necessarily occurred, but rather that upside resulting from the takeover has been unfairly removed, and in fact realised by the rest of the shareholders.
A 21% percent stake in a company where no shareholder has overall control is worth less that a 21% stake where somebody is buying control, because control over companies has value in various respects.
It is simple algebra: Cost of takeover/buying control = prior price + control premium, and i posit no quantification of precise amounts is necessary because the conceptual argument is incontrovertible.
As for your argument that the Trust never had access to the control premium that's simply not true because all shareholders always have potential access to receipt of a control premium since all companies are theoretically potential takeover targets. Further by your logic none of the other selling shareholders had access to the control premium individually either so no control premium can ever be paid to anybody; I'm sorry, but it's nonsense.
On the question of whether the Trust has suffered an actionable loss of liquidity, the fact is that prior to 21st July, 2016 shares had only changed hands once in 15 years, and that wasn't even an arms length secondary market transaction but a company repurchase of Mel Nurse's shares!
On that basis I don't find it credible that a material loss of liquidity has resulted from the takeover, and in any case consider it implausibly far-fetched to suppose that courts would ever see their role as supplying liquidity to shares in unlisted companies.
However, as I see it you are in any case to some extent conflating and mislabeling the issue you describe as liquidity related!
What is true is that if the Yanks get away with the structure they have devised unchallenged, control of the club can potentially change hands in future without the Trust's shares ever being tendered for. It is in effect substantially the same as disenfranchising the Trust's 21% shareholding, due the low probability that club can become a reliable dividend yielding stock in anything resembling the foreseeable future, given cash-flow constraints.
On that basis there is in fact an argument for intrinsic value destruction of the Trust's stake that is worth making, but it has nothing to do with liquidity.
Finally you are completely wrong in your characterisation of my other arguments. They have nothing to do with quasi-partnerships, which require a specific set of criteria that are clearly not met in this situation. Anybody interested can look up the ruling in Ebrahimi v Westbourne Galleries themselves.
[Post edited 26 Feb 2017 7:36]
Firstly - I am qualified as an accountant shaky but haven't been an accountant (in the way you mean) for a long time. Neither, for the absence of doubt am I a PR professional, secretary, nor do I work as a liquidator :-) But that's by the by.
Anyway - re control premium. I agree with your point that a control premium exists (or should do) - my explanation is simply of the counter argument that the Trust had no provable claim on it. I personally agree that the potential existed, but the argument that will be used (and it's a legal one rather than anything else as I understand it) is that there were any number of ways that 'control' could be passed (by different combinations of shareholders), and so the Trust would find it difficult to establish that they had entitlement to it. In commercial terms (and in my personal view, sensible terms) again I agree that on the face of it, a minority with a single majority is 'worth' less than a stake that is one of a number of smaller stakes, each of which is a minority. It's irrefutable. The legal argument, however, is that they have a stake of 21% in a company where the other shareholders could agree to provide the necessary majority. Your point is that there is definitively no control premium that could ever be accessed now, whereas before that wasn't the case. It's a point I agree with - I was giving the legal counter argument as I understand it (not being a lawyer).
The issue I raised about the new structure's effect on liquidity goes to value for the reasons I said (and you have repeated). Basically, a share that cannot be sold (I am simplifying) is worthless, irrespective of 'book' value. It is irrelevant how many times shares have been sold in the past incidentally. (Liquidity is by the way, a perfectly reasonable way for this issue to be described in the context of a private company - it is frequently described as such but that's irrelevant.)
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