| Phil Sumbler Resigns as Trust Chairman on 18:44 - Nov 15 with 4143 views | Shaky |
| Phil Sumbler Resigns as Trust Chairman on 18:37 - Nov 15 by londonlisa2001 |
Last year's opinion was not that they had nothing. It was a request for more information before an opinion could be given, information that was then provided - an opinion then followed.
Shaky - I don't care what strategy would or wouldn't be used. I only care if (a) it is used because legal action has been launched and (b) whether it is successful.
But that's what happened. For the record.
The reality as I said at the time, is that a QC specialising in unfair prejudice does not require people suggesting strategies to them over the Internet. |
Of course a specialist QC wouldn't require any help if he were preparing the case from scratch and immersing himself in the circumstances.
What he would require is easily £100K for starters, not £5k. |  |
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| Phil Sumbler Resigns as Trust Chairman on 18:51 - Nov 15 with 4112 views | londonlisa2001 |
| Phil Sumbler Resigns as Trust Chairman on 18:44 - Nov 15 by Shaky |
Of course a specialist QC wouldn't require any help if he were preparing the case from scratch and immersing himself in the circumstances.
What he would require is easily £100K for starters, not £5k. |
Well some combination of specialist solicitor and QC at least.
But whatever, yes, not for £5k. In my experience they don't blow their nose for that. |  | | |
| Phil Sumbler Resigns as Trust Chairman on 19:49 - Nov 15 with 3958 views | londonlisa2001 |
| Phil Sumbler Resigns as Trust Chairman on 18:39 - Nov 15 by Phil_S |
I've got a client meeting tonight so not on here for much but let me say on the NDA, that there was one put in place with several parties of the Trust who were involved and tasked with taking the vote to accept through to completion. Clearly I was one of those, I have asked the question as to whether that NDA covers me as an individual or whether it covers me as a representative of the Swans Trust.
I think the Trust reasons for the recommendation were made clear at the time. They were views that were supported and echoed by the QC that stated there was a strong legal case. He believed that it was the best way forward and indeed it may still be. There is nothing that says that legal action may not still be an option and it was stated last night by I think both statements that any change in the terms would require a member consultation (with a subsequent vote) I think my statement was clear in that I believed the change in terms meant the relationship had broken down and I think you can draw your own conclusions as to what I wanted to happen next. The Trust statement said that they wanted to continue to negotiate. The key here is that they cannot proceed on different (worse) terms without reversion as that was agreed before my departure. However, they do have a mandate if they wish to use it to get the deal as it was presented through.
QC advice was always that as a Trust board the power was there to make the first decision without a member consultation. In fact he was actively encouraging it and certainly always said that we should make the recommendation which we did.
It's been interesting times but having tried everything (I believe) everything to try and forge a working relationship (whether you agree or not the position the Trust was put in my the sellers we had no choice) but I'm not sure it will ever get there. And if the legal button was pressed now then the continued desire to reach an amicable agreement I am sure would be looked upon favourably.
In terms of advice posted on here, I believe (and I am sure they will correct me if I am wrong) Dai met with both Lisa and nookiejack at some stage during the process and I think Jim (in his time) reached out to others. But expert advice has to be backed up with credentials, can you imagine had we acted (and I forget the phrase earlier so apologise) but off the back off a comment on the internet. Especially as we had three different views from experts as to what the right outcome should be. Sometimes advice can be nothing more than an informed opinion.
To those that have offered messages in the past 24 hours, I thank you all, slightly overwhelmed by the people I have heard from and I promise everyone on here that it is always easier on the outside looking in. I know that much and I've only been here since Sunday :)
I will let you know the NDA answer when I get it and I suspect that at some point in the next day or so you will find out who my successor is. My shoes are Size eleven |
Just as a point of clarification.
I did meet with Dai. We discussed some issues around background, agreements and ongoing situations and possible courses of action with various legal elements which I won't detail.p as it wouldn't be appropriate.
But I wasn't consulted nor did I have any discussions with Dai after the deal was mooted. My counsel on here and in private to various parties, was to say no for a whole host of reasons I wont repeat.
And again just for the sake of clarity, I believe that the QC's advice was it was better to get a deal if possible. Not this specific deal.
It's all a bit moot, but worth clarification as otherwise it looks like I was involved in a decision to accept the deal, which is absolutely not the case. | | | |
| Phil Sumbler Resigns as Trust Chairman on 19:59 - Nov 15 with 3914 views | Jackflack |
The very best wishes to you Phil. Look forward to you getting stuck in to this site as you used to.
Premier league and the greed that it brings has slowly killed our club.
Who would have thought. |  |
| Lets be nice, we're all newbees on here. |
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| Phil Sumbler Resigns as Trust Chairman on 20:05 - Nov 15 with 3887 views | Smellyplumz |
Sorry but the trust should never have got into bed with the yanks, had disaster written all over it. |  |
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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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| Phil Sumbler Resigns as Trust Chairman on 20:37 - Nov 15 with 3815 views | Nookiejack |
| Phil Sumbler Resigns as Trust Chairman on 19:49 - Nov 15 by londonlisa2001 |
Just as a point of clarification.
I did meet with Dai. We discussed some issues around background, agreements and ongoing situations and possible courses of action with various legal elements which I won't detail.p as it wouldn't be appropriate.
But I wasn't consulted nor did I have any discussions with Dai after the deal was mooted. My counsel on here and in private to various parties, was to say no for a whole host of reasons I wont repeat.
And again just for the sake of clarity, I believe that the QC's advice was it was better to get a deal if possible. Not this specific deal.
It's all a bit moot, but worth clarification as otherwise it looks like I was involved in a decision to accept the deal, which is absolutely not the case. |
Yes I also met Dai and expressed my view that the actions of the Yanks/Selling Shareholders demonstrated unfair prejudice against the minority shareholder.
Whilst you can never guarantee 100% certainty of winning in court - my view has always been for legal action.
I agree with the arguments Lisa made on here about quasi-partnerships. i.e. The selling shareholders and Trust behaved as a quasi-partnership for circa 14/15 years with no one shareholder having direct control. No shareholder ever held more than 25% of the shares and the Mel Nurse share buy back was conducted by the club resulting in no dilution of existing shareholder stakes.
The selling shareholders then collude sell their stakes and leave the Trust in a minority and illiquid position. (The Yanks as the Majority shareholder under the new articles could sell their stake to a new buyer - without ever having to involve the Trust. A new buyer could also do the same into perpetuity - with the Trust being locked-in resulting in the Trusts' shares having no value. Whereas Trust was put in an asymmetrical position in that it would have to offer its shares to the Yanks first, if it ever wanted to sell its shares. Yanks also had a veto under the new articles in that any buyer of the Trusts's shares, if the Yanks refused to buy them, would have to be reasonable in the Yank's eyes). If all the above wasn't unfairly prejudicial to the minority I really don't know what is.
I don't know whether the QC thought Shaky's legal arguments were more stronger than Lisa's quasi partnership argument. Hopefully Shaky's arguments were given the strength of Lisa'a quasi partnership argument.
One thing I recall having a different view on from Shaky on one thread - was I thought that if the Trust won in court - the Yanks were likely to try to recoup the funds from the selling shareholders under the warranty, that the selling shareholders had given them. Hence why it appeared Huw Jenkins instructed his lawyer at the last minute before the sale to get the Trust to say there was No Original Shareholders Agreement - as again this would have weakened the Trusts's claim in court for unfair prejudice.
I mention this as some posters in support of the selling shareholders were arguing that the Yanks did not have enough funds to buy-out the Trust if the Trust won . This could then lead to the club not having funds for transfer fees etc. (i.e. a scare tactic).
However if the Yanks could rely on the warranty - then the Trust would effectively be bought out by the selling shareholders on the same terms as which they received. The Trust would therefore receive 21% of £68m which the selling shareholders received - leaving it with a similar residual stake as say for Huw Jenkins and Martin Morgan/ex wife). This would all then have been funded by the selling shareholders. Shaky I recall didn't seem to think the warranty would be strong enough?
People all know my agenda - that the Trust should sell it stake - bank the funds and wait patiently. Football is a rollercoaster for a club our size and when we go through the next dip - Trust could then take the opportunity to use the funds to take full control of the club. The people of Swansea then own the club, not Yanks, not Russians, Sheiks, Thai's etc.
I really can't understand the position of the remaining people on the Trust Board trying to continue to negotiate with the Yanks. | | | |
| Phil Sumbler Resigns as Trust Chairman on 20:58 - Nov 15 with 3718 views | BillyChong |
| Phil Sumbler Resigns as Trust Chairman on 20:37 - Nov 15 by Nookiejack |
Yes I also met Dai and expressed my view that the actions of the Yanks/Selling Shareholders demonstrated unfair prejudice against the minority shareholder.
Whilst you can never guarantee 100% certainty of winning in court - my view has always been for legal action.
I agree with the arguments Lisa made on here about quasi-partnerships. i.e. The selling shareholders and Trust behaved as a quasi-partnership for circa 14/15 years with no one shareholder having direct control. No shareholder ever held more than 25% of the shares and the Mel Nurse share buy back was conducted by the club resulting in no dilution of existing shareholder stakes.
The selling shareholders then collude sell their stakes and leave the Trust in a minority and illiquid position. (The Yanks as the Majority shareholder under the new articles could sell their stake to a new buyer - without ever having to involve the Trust. A new buyer could also do the same into perpetuity - with the Trust being locked-in resulting in the Trusts' shares having no value. Whereas Trust was put in an asymmetrical position in that it would have to offer its shares to the Yanks first, if it ever wanted to sell its shares. Yanks also had a veto under the new articles in that any buyer of the Trusts's shares, if the Yanks refused to buy them, would have to be reasonable in the Yank's eyes). If all the above wasn't unfairly prejudicial to the minority I really don't know what is.
I don't know whether the QC thought Shaky's legal arguments were more stronger than Lisa's quasi partnership argument. Hopefully Shaky's arguments were given the strength of Lisa'a quasi partnership argument.
One thing I recall having a different view on from Shaky on one thread - was I thought that if the Trust won in court - the Yanks were likely to try to recoup the funds from the selling shareholders under the warranty, that the selling shareholders had given them. Hence why it appeared Huw Jenkins instructed his lawyer at the last minute before the sale to get the Trust to say there was No Original Shareholders Agreement - as again this would have weakened the Trusts's claim in court for unfair prejudice.
I mention this as some posters in support of the selling shareholders were arguing that the Yanks did not have enough funds to buy-out the Trust if the Trust won . This could then lead to the club not having funds for transfer fees etc. (i.e. a scare tactic).
However if the Yanks could rely on the warranty - then the Trust would effectively be bought out by the selling shareholders on the same terms as which they received. The Trust would therefore receive 21% of £68m which the selling shareholders received - leaving it with a similar residual stake as say for Huw Jenkins and Martin Morgan/ex wife). This would all then have been funded by the selling shareholders. Shaky I recall didn't seem to think the warranty would be strong enough?
People all know my agenda - that the Trust should sell it stake - bank the funds and wait patiently. Football is a rollercoaster for a club our size and when we go through the next dip - Trust could then take the opportunity to use the funds to take full control of the club. The people of Swansea then own the club, not Yanks, not Russians, Sheiks, Thai's etc.
I really can't understand the position of the remaining people on the Trust Board trying to continue to negotiate with the Yanks. |
‘Hence why it appeared Huw Jenkins instructed his lawyer at the last minute before the sale to get the Trust to say there was No Original Shareholders Agreement - as again this would have weakened the Trusts's claim in court for unfair prejudice’.
How they’ve managed to get away with half of this stuff is way beyond me. | | | |
| Phil Sumbler Resigns as Trust Chairman on 21:19 - Nov 15 with 3633 views | vetchonian |
| Phil Sumbler Resigns as Trust Chairman on 11:40 - Nov 15 by TheResurrection |
it's a crying shame Ux comes on here in reply with meaningless, pithy one liners instead of debating real issues and replying to several other posts of more substance.
And this is what we have left supposedly fighting on the inside?
Pill and Matt are being praised for their strong stance and integrity. What is it we can say about Mr Godden? |
Firstly I sort of defended you on another thread but reading this I am beginning to wonder if actually you are in cahoots with the sellouts especially as you have defended HJ recently.
So have you joined the Trust Chris?
And what are your plans to help to sort this mess?
Lets hear that before you continue to criticise | |
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| Phil Sumbler Resigns as Trust Chairman on 21:20 - Nov 15 with 3632 views | Flashberryjack |
| Phil Sumbler Resigns as Trust Chairman on 20:58 - Nov 15 by BillyChong |
‘Hence why it appeared Huw Jenkins instructed his lawyer at the last minute before the sale to get the Trust to say there was No Original Shareholders Agreement - as again this would have weakened the Trusts's claim in court for unfair prejudice’.
How they’ve managed to get away with half of this stuff is way beyond me. |
"How they’ve managed to get away with half of this stuff is way beyond me"
I've asked myself the same question many times.....and I don't like the answer I keep coming up with. |  |
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| Phil Sumbler Resigns as Trust Chairman on 22:45 - Nov 15 with 3413 views | Phil_S |
| Phil Sumbler Resigns as Trust Chairman on 19:49 - Nov 15 by londonlisa2001 |
Just as a point of clarification.
I did meet with Dai. We discussed some issues around background, agreements and ongoing situations and possible courses of action with various legal elements which I won't detail.p as it wouldn't be appropriate.
But I wasn't consulted nor did I have any discussions with Dai after the deal was mooted. My counsel on here and in private to various parties, was to say no for a whole host of reasons I wont repeat.
And again just for the sake of clarity, I believe that the QC's advice was it was better to get a deal if possible. Not this specific deal.
It's all a bit moot, but worth clarification as otherwise it looks like I was involved in a decision to accept the deal, which is absolutely not the case. |
Sorry that wasn't what I was trying to insinuate, apologies if it came across that way |  | | |
| Phil Sumbler Resigns as Trust Chairman on 22:50 - Nov 15 with 3378 views | Darran |
| Phil Sumbler Resigns as Trust Chairman on 20:58 - Nov 15 by BillyChong |
‘Hence why it appeared Huw Jenkins instructed his lawyer at the last minute before the sale to get the Trust to say there was No Original Shareholders Agreement - as again this would have weakened the Trusts's claim in court for unfair prejudice’.
How they’ve managed to get away with half of this stuff is way beyond me. |
Everyone on Twitter should tweet Chris Wathan and ask him why he’s not reported that and certain other things. |  |
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| Phil Sumbler Resigns as Trust Chairman on 22:51 - Nov 15 with 3378 views | max936 |
| Phil Sumbler Resigns as Trust Chairman on 16:57 - Nov 15 by MoscowJack |
Blaming those who pushed for the "sell" vote and now slagging them off doesn't make sense.
Let's say a friend said "you should buy this bike from the seller for £100" and you did. Great. Lovely.
When the seller later says "well, you can have the frame.....and one wheel.....and one pedal....and the saddle will come in about a year IF something completely out of your control doesn't change.....and the price has changed too!" then I'm sure your friend would say "fcuk it, walk away".
This is basically where we are now, but the NDA doesn't allow us the inside info into how much has changed (ie it could be a slight change in terms, or a HUGE change in terms) and we don't know who within the Trust Board is backing the new terms or not.
We need to know (a) exactly what's changed and, if it's big enough to worry us (THE FANS) then (b) we need to know who's backing the completion of such a deal.
Simple.........isn't it? |
Put that way the NDA is there to help smooth the deal through without anyone outside of the NDA kicking up a fuss because of the goalposts being moved, clever move by those that want the deal, a vote of no confidence in the Trust must be sought and the deal stopped and things [yes within reason I know] brought out into the open, so we can see exactly whats happening, there should be no hidden agendas in the "Fans Trust" the wording is there fans trust again the knowledge released must be within reason. |  |
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| Phil Sumbler Resigns as Trust Chairman on 23:04 - Nov 15 with 3342 views | donkonky |
| Phil Sumbler Resigns as Trust Chairman on 22:51 - Nov 15 by max936 |
Put that way the NDA is there to help smooth the deal through without anyone outside of the NDA kicking up a fuss because of the goalposts being moved, clever move by those that want the deal, a vote of no confidence in the Trust must be sought and the deal stopped and things [yes within reason I know] brought out into the open, so we can see exactly whats happening, there should be no hidden agendas in the "Fans Trust" the wording is there fans trust again the knowledge released must be within reason. |
Agreed. There’s just too much confusion and uncertainty surrounding recent events. The deal should be postponed with immediate effect or at least until a new fully appointed Trust board chairman / woman is in place . This is without doubt a watershed moment in the trusts history. Let’s make sure we get this right.... no regrets. |  | | |
| Phil Sumbler Resigns as Trust Chairman on 23:50 - Nov 15 with 3257 views | harryhpalmer |
| Phil Sumbler Resigns as Trust Chairman on 18:39 - Nov 15 by Phil_S |
I've got a client meeting tonight so not on here for much but let me say on the NDA, that there was one put in place with several parties of the Trust who were involved and tasked with taking the vote to accept through to completion. Clearly I was one of those, I have asked the question as to whether that NDA covers me as an individual or whether it covers me as a representative of the Swans Trust.
I think the Trust reasons for the recommendation were made clear at the time. They were views that were supported and echoed by the QC that stated there was a strong legal case. He believed that it was the best way forward and indeed it may still be. There is nothing that says that legal action may not still be an option and it was stated last night by I think both statements that any change in the terms would require a member consultation (with a subsequent vote) I think my statement was clear in that I believed the change in terms meant the relationship had broken down and I think you can draw your own conclusions as to what I wanted to happen next. The Trust statement said that they wanted to continue to negotiate. The key here is that they cannot proceed on different (worse) terms without reversion as that was agreed before my departure. However, they do have a mandate if they wish to use it to get the deal as it was presented through.
QC advice was always that as a Trust board the power was there to make the first decision without a member consultation. In fact he was actively encouraging it and certainly always said that we should make the recommendation which we did.
It's been interesting times but having tried everything (I believe) everything to try and forge a working relationship (whether you agree or not the position the Trust was put in my the sellers we had no choice) but I'm not sure it will ever get there. And if the legal button was pressed now then the continued desire to reach an amicable agreement I am sure would be looked upon favourably.
In terms of advice posted on here, I believe (and I am sure they will correct me if I am wrong) Dai met with both Lisa and nookiejack at some stage during the process and I think Jim (in his time) reached out to others. But expert advice has to be backed up with credentials, can you imagine had we acted (and I forget the phrase earlier so apologise) but off the back off a comment on the internet. Especially as we had three different views from experts as to what the right outcome should be. Sometimes advice can be nothing more than an informed opinion.
To those that have offered messages in the past 24 hours, I thank you all, slightly overwhelmed by the people I have heard from and I promise everyone on here that it is always easier on the outside looking in. I know that much and I've only been here since Sunday :)
I will let you know the NDA answer when I get it and I suspect that at some point in the next day or so you will find out who my successor is. My shoes are Size eleven |
I would be amazed if the NDA doesn't cover you as an individual and collectively.
However, I am sure there must be a legal way of disclosing either individually or collectively the changes to the terms of the offer.
And I am happy to support a vote of no confidence of the current Board to ensure no deal is signed until this is crystal clear. | |
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| Phil Sumbler Resigns as Trust Chairman on 00:31 - Nov 16 with 3197 views | Swanzay |
| Phil Sumbler Resigns as Trust Chairman on 20:37 - Nov 15 by Nookiejack |
Yes I also met Dai and expressed my view that the actions of the Yanks/Selling Shareholders demonstrated unfair prejudice against the minority shareholder.
Whilst you can never guarantee 100% certainty of winning in court - my view has always been for legal action.
I agree with the arguments Lisa made on here about quasi-partnerships. i.e. The selling shareholders and Trust behaved as a quasi-partnership for circa 14/15 years with no one shareholder having direct control. No shareholder ever held more than 25% of the shares and the Mel Nurse share buy back was conducted by the club resulting in no dilution of existing shareholder stakes.
The selling shareholders then collude sell their stakes and leave the Trust in a minority and illiquid position. (The Yanks as the Majority shareholder under the new articles could sell their stake to a new buyer - without ever having to involve the Trust. A new buyer could also do the same into perpetuity - with the Trust being locked-in resulting in the Trusts' shares having no value. Whereas Trust was put in an asymmetrical position in that it would have to offer its shares to the Yanks first, if it ever wanted to sell its shares. Yanks also had a veto under the new articles in that any buyer of the Trusts's shares, if the Yanks refused to buy them, would have to be reasonable in the Yank's eyes). If all the above wasn't unfairly prejudicial to the minority I really don't know what is.
I don't know whether the QC thought Shaky's legal arguments were more stronger than Lisa's quasi partnership argument. Hopefully Shaky's arguments were given the strength of Lisa'a quasi partnership argument.
One thing I recall having a different view on from Shaky on one thread - was I thought that if the Trust won in court - the Yanks were likely to try to recoup the funds from the selling shareholders under the warranty, that the selling shareholders had given them. Hence why it appeared Huw Jenkins instructed his lawyer at the last minute before the sale to get the Trust to say there was No Original Shareholders Agreement - as again this would have weakened the Trusts's claim in court for unfair prejudice.
I mention this as some posters in support of the selling shareholders were arguing that the Yanks did not have enough funds to buy-out the Trust if the Trust won . This could then lead to the club not having funds for transfer fees etc. (i.e. a scare tactic).
However if the Yanks could rely on the warranty - then the Trust would effectively be bought out by the selling shareholders on the same terms as which they received. The Trust would therefore receive 21% of £68m which the selling shareholders received - leaving it with a similar residual stake as say for Huw Jenkins and Martin Morgan/ex wife). This would all then have been funded by the selling shareholders. Shaky I recall didn't seem to think the warranty would be strong enough?
People all know my agenda - that the Trust should sell it stake - bank the funds and wait patiently. Football is a rollercoaster for a club our size and when we go through the next dip - Trust could then take the opportunity to use the funds to take full control of the club. The people of Swansea then own the club, not Yanks, not Russians, Sheiks, Thai's etc.
I really can't understand the position of the remaining people on the Trust Board trying to continue to negotiate with the Yanks. |
"Whilst you can never guarantee 100% certainty of winning in court - my view has always been for legal action. "
"People all know my agenda - that the Trust should sell it stake - bank the funds and wait patiently. Football is a rollercoaster for a club our size and when we go through the next dip - Trust could then take the opportunity to use the funds to take full control of the club. The people of Swansea then own the club, not Yanks, not Russians, Sheiks, Thai's etc. "
Nookie please make your position clear as those differing statements in the same post make you post nonsensical!
I wondering why it got so many likes! |  | | |
| Phil Sumbler Resigns as Trust Chairman on 08:59 - Nov 16 with 2979 views | monmouth |
| Phil Sumbler Resigns as Trust Chairman on 00:31 - Nov 16 by Swanzay |
"Whilst you can never guarantee 100% certainty of winning in court - my view has always been for legal action. "
"People all know my agenda - that the Trust should sell it stake - bank the funds and wait patiently. Football is a rollercoaster for a club our size and when we go through the next dip - Trust could then take the opportunity to use the funds to take full control of the club. The people of Swansea then own the club, not Yanks, not Russians, Sheiks, Thai's etc. "
Nookie please make your position clear as those differing statements in the same post make you post nonsensical!
I wondering why it got so many likes! |
they are entirely consistent? Win in court, yanks forced to buy full stake at price paid to sellouts. |  |
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| Phil Sumbler Resigns as Trust Chairman on 09:18 - Nov 16 with 2943 views | Nookiejack |
| Phil Sumbler Resigns as Trust Chairman on 00:31 - Nov 16 by Swanzay |
"Whilst you can never guarantee 100% certainty of winning in court - my view has always been for legal action. "
"People all know my agenda - that the Trust should sell it stake - bank the funds and wait patiently. Football is a rollercoaster for a club our size and when we go through the next dip - Trust could then take the opportunity to use the funds to take full control of the club. The people of Swansea then own the club, not Yanks, not Russians, Sheiks, Thai's etc. "
Nookie please make your position clear as those differing statements in the same post make you post nonsensical!
I wondering why it got so many likes! |
I want legal action to be taken so that the Trust is bought out on the same terms as the selling shareholders. This is what is fair and equitable and the Trust is not then being taken the piss out of.
The Trust then receives its fair share 21% of the £68m = circa £14m and left with a residual stake similar to Huw Jenkins and Martin Morgan/ex wife - which I assume they have negotiated exit provisions on - for example drag and tag rights - otherwise Huw Jenkins and Martin Morgan/ex wife would never be able to sell their residual shares under the new articles.
The Trust then has a significant sum of money to then rebuy back into the club when it goes through next inevitable dip - in respect of our club of our size. (I.e. we dont have crowds of 50,000 plus and large fan bases across the world - which then generates additional commercial revenue).
Hopefully when it buys back in - it will be able to take a controlling stake.
One benefit of the Trust being in control is that all returns are recycled back into the club. No money goes out in respect of dividends and management fees.
I realise the above isn’t palatable to a number of Trust members who want to keep the existing stake at all costs. However under the new articles the shares are worthless and Trust will be ignored.
However there is never 100% certainly in winning in court. Hope this clarifies my position. | | | |
| Phil Sumbler Resigns as Trust Chairman on 09:20 - Nov 16 with 2942 views | trampie |
| Phil Sumbler Resigns as Trust Chairman on 00:31 - Nov 16 by Swanzay |
"Whilst you can never guarantee 100% certainty of winning in court - my view has always been for legal action. "
"People all know my agenda - that the Trust should sell it stake - bank the funds and wait patiently. Football is a rollercoaster for a club our size and when we go through the next dip - Trust could then take the opportunity to use the funds to take full control of the club. The people of Swansea then own the club, not Yanks, not Russians, Sheiks, Thai's etc. "
Nookie please make your position clear as those differing statements in the same post make you post nonsensical!
I wondering why it got so many likes! |
What ? |  |
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| Phil Sumbler Resigns as Trust Chairman on 09:20 - Nov 16 with 2940 views | TheResurrection |
| Phil Sumbler Resigns as Trust Chairman on 08:59 - Nov 16 by monmouth |
they are entirely consistent? Win in court, yanks forced to buy full stake at price paid to sellouts. |
And if they haven't got the money?
Would winning the legal battle achieve anything else in terms of share protection, voting rights? |  |
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| Phil Sumbler Resigns as Trust Chairman on 09:33 - Nov 16 with 2918 views | Nookiejack |
| Phil Sumbler Resigns as Trust Chairman on 09:18 - Nov 16 by Nookiejack |
I want legal action to be taken so that the Trust is bought out on the same terms as the selling shareholders. This is what is fair and equitable and the Trust is not then being taken the piss out of.
The Trust then receives its fair share 21% of the £68m = circa £14m and left with a residual stake similar to Huw Jenkins and Martin Morgan/ex wife - which I assume they have negotiated exit provisions on - for example drag and tag rights - otherwise Huw Jenkins and Martin Morgan/ex wife would never be able to sell their residual shares under the new articles.
The Trust then has a significant sum of money to then rebuy back into the club when it goes through next inevitable dip - in respect of our club of our size. (I.e. we dont have crowds of 50,000 plus and large fan bases across the world - which then generates additional commercial revenue).
Hopefully when it buys back in - it will be able to take a controlling stake.
One benefit of the Trust being in control is that all returns are recycled back into the club. No money goes out in respect of dividends and management fees.
I realise the above isn’t palatable to a number of Trust members who want to keep the existing stake at all costs. However under the new articles the shares are worthless and Trust will be ignored.
However there is never 100% certainly in winning in court. Hope this clarifies my position. |
PS
If the Trust stays in it is left in a total Minority position with less than 75% voting rights. The days of the quasi partnership where no one shareholder held more than 25% stake have gone.
So in my view you sell and the Trust should receive value for its shares on the same terms as the selling shareholders - no more no less. | | | |
| Phil Sumbler Resigns as Trust Chairman on 10:18 - Nov 16 with 2851 views | Dr_Winston |
From the conversations I have had with Stu Mac in the past I would be both surprised and disappointed if he was one of those pushing for an amended deal to go through.
I guess the identity of the new Trust chair will give some indication as to who is leading that faction. |  |
| Pain or damage don't end the world. Or despair, or f*cking beatings. The world ends when you're dead. Until then, you got more punishment in store. Stand it like a man... and give some back. |
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| Phil Sumbler Resigns as Trust Chairman on 10:35 - Nov 16 with 2800 views | monmouth |
| Phil Sumbler Resigns as Trust Chairman on 09:20 - Nov 16 by TheResurrection |
And if they haven't got the money?
Would winning the legal battle achieve anything else in terms of share protection, voting rights? |
No, there would be no shares or voting rights. I have no idea what would happen if they plead poverty in direct disregard of a court ruling. But it doesn't matter because we won't be going to court, we will take whatever crumbs are offered to our leather licking representatives.
Staying as we are would be even worse wouldn't it? 21% illiquid ownership with the changed articles and no power to stop changes in the articles surely means that the Trust is a total irrelevance forever? That model surely only works with distributed ownership in the quasi partnership arrangement. In that case 5% is as good as 21% in terms of minority protections so any deal does make sense? | |
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| Phil Sumbler Resigns as Trust Chairman on 10:48 - Nov 16 with 2778 views | Shaky |
| Phil Sumbler Resigns as Trust Chairman on 20:37 - Nov 15 by Nookiejack |
Yes I also met Dai and expressed my view that the actions of the Yanks/Selling Shareholders demonstrated unfair prejudice against the minority shareholder.
Whilst you can never guarantee 100% certainty of winning in court - my view has always been for legal action.
I agree with the arguments Lisa made on here about quasi-partnerships. i.e. The selling shareholders and Trust behaved as a quasi-partnership for circa 14/15 years with no one shareholder having direct control. No shareholder ever held more than 25% of the shares and the Mel Nurse share buy back was conducted by the club resulting in no dilution of existing shareholder stakes.
The selling shareholders then collude sell their stakes and leave the Trust in a minority and illiquid position. (The Yanks as the Majority shareholder under the new articles could sell their stake to a new buyer - without ever having to involve the Trust. A new buyer could also do the same into perpetuity - with the Trust being locked-in resulting in the Trusts' shares having no value. Whereas Trust was put in an asymmetrical position in that it would have to offer its shares to the Yanks first, if it ever wanted to sell its shares. Yanks also had a veto under the new articles in that any buyer of the Trusts's shares, if the Yanks refused to buy them, would have to be reasonable in the Yank's eyes). If all the above wasn't unfairly prejudicial to the minority I really don't know what is.
I don't know whether the QC thought Shaky's legal arguments were more stronger than Lisa's quasi partnership argument. Hopefully Shaky's arguments were given the strength of Lisa'a quasi partnership argument.
One thing I recall having a different view on from Shaky on one thread - was I thought that if the Trust won in court - the Yanks were likely to try to recoup the funds from the selling shareholders under the warranty, that the selling shareholders had given them. Hence why it appeared Huw Jenkins instructed his lawyer at the last minute before the sale to get the Trust to say there was No Original Shareholders Agreement - as again this would have weakened the Trusts's claim in court for unfair prejudice.
I mention this as some posters in support of the selling shareholders were arguing that the Yanks did not have enough funds to buy-out the Trust if the Trust won . This could then lead to the club not having funds for transfer fees etc. (i.e. a scare tactic).
However if the Yanks could rely on the warranty - then the Trust would effectively be bought out by the selling shareholders on the same terms as which they received. The Trust would therefore receive 21% of £68m which the selling shareholders received - leaving it with a similar residual stake as say for Huw Jenkins and Martin Morgan/ex wife). This would all then have been funded by the selling shareholders. Shaky I recall didn't seem to think the warranty would be strong enough?
People all know my agenda - that the Trust should sell it stake - bank the funds and wait patiently. Football is a rollercoaster for a club our size and when we go through the next dip - Trust could then take the opportunity to use the funds to take full control of the club. The people of Swansea then own the club, not Yanks, not Russians, Sheiks, Thai's etc.
I really can't understand the position of the remaining people on the Trust Board trying to continue to negotiate with the Yanks. |
There is no quasi-partnership.
Lord Wilberforce set out the requirements for this to exist is a case Ebrahimi v Westbourne Galleries Ltd (see http://swarb.co.uk/ebrahimi-v-westbourne-galleries-ltd-and-others-on-appeal-from )
Amongst other things the company must be small (£100 million turnover), all the shareholders are expected to play a role in the business (they did not, there were clearly purely financial investors), the relationship between the shareholders should be based on trust (nope there was a shareholders' agreement), and there should be restrictions on the sale of shares (no, there was a right of first refusal under the shareholders agreement and the Mel Nurse buyback was a custom job).
On the issue of warranties in the Share Purchase Agreement, it was made clear numerous times that the Trust did not have any case on the issue surrounding the Shareholders' agreement. Instead if a case were successful it would arise from unfair prejudice, not from breach of contract.
Therefore your position boils down to a belief that although any irregularities with respect to the shareholders' agreement are worth nothing to the Trust they are worth almost £15m to Kaplan in compensation from the sellers. In compensation for nothing! Sorry, but it is nonsense. [Post edited 16 Nov 2017 10:54]
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| Phil Sumbler Resigns as Trust Chairman on 10:51 - Nov 16 with 2766 views | Uxbridge |
| Phil Sumbler Resigns as Trust Chairman on 10:18 - Nov 16 by Dr_Winston |
From the conversations I have had with Stu Mac in the past I would be both surprised and disappointed if he was one of those pushing for an amended deal to go through.
I guess the identity of the new Trust chair will give some indication as to who is leading that faction. |
FWIW, I don't think it'd show any more than who is daft enough to take on the role. Thankless task. Always was and doubly so now. |  |
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| Phil Sumbler Resigns as Trust Chairman on 10:58 - Nov 16 with 2740 views | TheResurrection |
| Phil Sumbler Resigns as Trust Chairman on 10:51 - Nov 16 by Uxbridge |
FWIW, I don't think it'd show any more than who is daft enough to take on the role. Thankless task. Always was and doubly so now. |
Is this you telling us it's going to be you?! | |
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