| Trust Statement 20:42 - Apr 11 with 35673 views | monmouth |
Good!!! |  |
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| Trust Statement on 12:43 - Apr 13 with 1653 views | Shaky |
| Trust Statement on 12:40 - Apr 13 by Darran |
You're asking someone what their interest is in this?
Blimey that's pure insanity. |
F-U-C-K off, pond scum. |  |
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| Trust Statement on 12:47 - Apr 13 with 1636 views | blueytheblue |
| Trust Statement on 12:43 - Apr 13 by Shaky |
F-U-C-K off, pond scum. |
That's not nice. Non Swansea fans should at least show respect to Swansea fans here... |  |
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| Trust Statement on 12:58 - Apr 13 with 1617 views | Todger |
| Trust Statement on 11:53 - Apr 13 by Nookiejack |
The thing is under the new articles the Yanks are also making an effective return on the Trust's stake.
If a new buyer comes along you just sell your stake to them - as the new buyer would then have control and the powers under the new articles. A new buyer doesn't have to buy the Trust's stake and the Trust has no exit - it can't get out.
From a return perspective and to make the numbers easy from a calculation perspective - say the club is worth £100m and the Yanks stake is worth £68m and the Trust's £21m.
Say the Yanks pay themselves £6.8m a year in Management Fees - which all goes to them - they would make a 10% return (£6.8m / £68m). Whereas £6.8m paid in dividends to all shareholders would mean the Yanks would only receive £4.5m (68% of £6.8m).
Hence the Yanks return falls from 10% to 6.6%. (£4.5m / £68m).
This means in this scenario the Yanks are effectively using the Trusts stake under the new articles - to effectively leverage up their return.
This has to be again an indicator of unfair prejudice against the minority.
Also why would a new buyer of the Yanks shares let the Trust exit - when they could do the same?
The Yanks could use this as a selling point to the new buyer. |
That sounds logical but the sanction would be to change back the articles not order a buy out? | | | |
| Trust Statement on 13:09 - Apr 13 with 1595 views | Todger |
| Trust Statement on 11:18 - Apr 13 by Darran |
Ooh a new poster putting a spanner in the works.
Interesting. |
Not putting a spanner in the works at all. In my experience it is unwise to let corporate litigation lawyers talk you into litigation without appreciating the other side may have thought this through better than you think.
Just listening to people who agree with you is unwise and the Trust board will have to weigh up a lot of complex issues before recommending a solution. | | | |
| Trust Statement on 13:12 - Apr 13 with 1585 views | Todger |
| Trust Statement on 11:53 - Apr 13 by Nookiejack |
The thing is under the new articles the Yanks are also making an effective return on the Trust's stake.
If a new buyer comes along you just sell your stake to them - as the new buyer would then have control and the powers under the new articles. A new buyer doesn't have to buy the Trust's stake and the Trust has no exit - it can't get out.
From a return perspective and to make the numbers easy from a calculation perspective - say the club is worth £100m and the Yanks stake is worth £68m and the Trust's £21m.
Say the Yanks pay themselves £6.8m a year in Management Fees - which all goes to them - they would make a 10% return (£6.8m / £68m). Whereas £6.8m paid in dividends to all shareholders would mean the Yanks would only receive £4.5m (68% of £6.8m).
Hence the Yanks return falls from 10% to 6.6%. (£4.5m / £68m).
This means in this scenario the Yanks are effectively using the Trusts stake under the new articles - to effectively leverage up their return.
This has to be again an indicator of unfair prejudice against the minority.
Also why would a new buyer of the Yanks shares let the Trust exit - when they could do the same?
The Yanks could use this as a selling point to the new buyer. |
Any management fee would need to be justified by work done and time spent surely? I appreciate though it may be difficult to demonstrate this is not the case. | | | |
| Trust Statement on 13:17 - Apr 13 with 1575 views | Spratty |
| Trust Statement on 12:58 - Apr 13 by Todger |
That sounds logical but the sanction would be to change back the articles not order a buy out? |
But the collusion / disadvantage / prejudice goes significantly beyond that
As far as your point ....
"Regarding the warranty there is no SHA it is quite common I thought for these warranties to be given and a disclosure made against them. This disclosure could have said the SHA is present but defective could it not? "
Not in this case
because I offered Jason the knew there was one, but told that it wasn’t valid option - but he didn't go for that
he choose instead the didn’t think there was a Shareholders Agreement at all
I would also be interested to know what your connections are in relation to this case as to come on here as a new poster and seemingly scare monger in relation to a substantially dissimilar case, seems to come from those who might be getting concerned over their own legal position. |  | | |
| Trust Statement on 13:20 - Apr 13 with 1564 views | Darran |
| Trust Statement on 12:43 - Apr 13 by Shaky |
F-U-C-K off, pond scum. |
lol truth hurt. |  |
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| Trust Statement on 13:21 - Apr 13 with 1563 views | Todger |
| Trust Statement on 12:30 - Apr 13 by Shaky |
"I thought for a new shareholder to be bound by an existing SHA there needed to be a Deed of Adherence signed."
That would mean the other parties would be required to have rights to control the documentation involved in a seller's transaction, otherwise the standard successors and assigns clause would be unenforceable. Is such a documentation rights clause customary? Not that I've seen.
"Regarding the warranty there is no SHA it is quite common I thought for these warranties to be given and a disclosure made against them. This disclosure could have said the SHA is present but defective could it not? "
There are many ways to skin a cat.
As for what is customary, Americans tend to throw the kitchen sink at these things, whereas in Europe they are much more targeted. I've never come across a standard clause about SHAGS in a share purchase agreement, but then again I've invariably been involved in situations buying outright control where it doesn't really apply. Also most corporates prefer asset purchases anyway.
"Putting this SHA in the public domain would help in assessing whether it is valid or not and whether a court case is viable"
Not really, as I see it the shareholder's agreement is a trivial side issue here.
So now a few questions for you. You are obviously implying you have have a great deal of SHAGs under your belt; that makes you a corporate lawyer, right? What else is your interest in this case? [Post edited 13 Apr 2017 12:44]
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No not a corporate lawyer but have listened to them and paid them for long enough to know that the litigation you are proposing will generate them a lot of risk free fees and the remedy may not be the £22million buy back being suggested. | | | |
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| Trust Statement on 13:24 - Apr 13 with 1543 views | Todger |
| Trust Statement on 13:17 - Apr 13 by Spratty |
But the collusion / disadvantage / prejudice goes significantly beyond that
As far as your point ....
"Regarding the warranty there is no SHA it is quite common I thought for these warranties to be given and a disclosure made against them. This disclosure could have said the SHA is present but defective could it not? "
Not in this case
because I offered Jason the knew there was one, but told that it wasn’t valid option - but he didn't go for that
he choose instead the didn’t think there was a Shareholders Agreement at all
I would also be interested to know what your connections are in relation to this case as to come on here as a new poster and seemingly scare monger in relation to a substantially dissimilar case, seems to come from those who might be getting concerned over their own legal position. |
I am not scare mongering. Just pointing out that company law does not always follow moral law and the Trust board could be wise to not jump in with both feet. | | | |
| Trust Statement on 13:30 - Apr 13 with 1531 views | Nookiejack |
| Trust Statement on 10:46 - Apr 13 by Todger |
The Trust are up against business men not Father Christmas. If the business needs money and they raise it then it either comes in as loan or equity. If it comes in as loan then how is the Trust prejudiced? Do we want money to become viable in the premier league or to be supporter owned in the lower divisions. The Trust could be wiped out in they take a gung ho approach to litigation against somebody with far deeper pockets than themselves. |
I suppose the counter to this is 'these business men' don't appear to have been doing a very good job of running the business - given our current predicament.
The Trust yes could be wiped out - however the other side have a lot to lose both financially and from their reputations point of view.
It will not look good at all if the judge rules that the Trust has been shafted and unfair prejudice has been conducted against the Trust.
The Premier League is news around the world so that will have an impact on the Yankss reputation in the US. That may impact on their future deals.
I don't think it would also be good for the selling shareholders being stigmatised locally as 'Tony Petty' type characters.
So the other side have a lot to lose as well. | | | |
| Trust Statement on 13:35 - Apr 13 with 1523 views | Todger |
| Trust Statement on 13:30 - Apr 13 by Nookiejack |
I suppose the counter to this is 'these business men' don't appear to have been doing a very good job of running the business - given our current predicament.
The Trust yes could be wiped out - however the other side have a lot to lose both financially and from their reputations point of view.
It will not look good at all if the judge rules that the Trust has been shafted and unfair prejudice has been conducted against the Trust.
The Premier League is news around the world so that will have an impact on the Yankss reputation in the US. That may impact on their future deals.
I don't think it would also be good for the selling shareholders being stigmatised locally as 'Tony Petty' type characters.
So the other side have a lot to lose as well. |
All sides have a lot to lose from litigation. A lot probably depends on whether you are litigating over a premier side or a championship side as to what compromises are made and who makes them. | | | |
| Trust Statement on 13:55 - Apr 13 with 1476 views | pikeypaul |
Todger or should I say Jenkins do us all a favour and feck off you are obviously getting a little scared. |  |
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| Trust Statement on 14:52 - Apr 13 with 1413 views | Nookiejack |
| Trust Statement on 13:35 - Apr 13 by Todger |
All sides have a lot to lose from litigation. A lot probably depends on whether you are litigating over a premier side or a championship side as to what compromises are made and who makes them. |
There's a lot of money at stake if we do drop down to the Championship.
A number of players will still have significant value over net book value like Siggurdsson and there are substantial parachute payments.
How will the Trust be able to receive its 21% share of these proceeds under the new articles - in a scenario where the Yanks start selling assets and bank the parachute money (instead of investing in new players) to ensure they get their original investment back?
So there is a lot at stake even if we are relegated to the championship.
If you can share what you think is a reasonable level of Management Fees that would be an interesting debate? | | | |
| Trust Statement on 15:13 - Apr 13 with 1376 views | monmouth |
I'm sure Peter Ridsdale can tell you Nookie.
For a small fee. [Post edited 13 Apr 2017 15:14]
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| Trust Statement on 15:14 - Apr 13 with 1375 views | monmouth |
| Trust Statement on 13:55 - Apr 13 by pikeypaul |
Todger or should I say Jenkins do us all a favour and feck off you are obviously getting a little scared. |
Jenkins' ego would not allow him to call himself a todger. That would take self awareness. | |
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| Trust Statement on 15:25 - Apr 13 with 1363 views | Spratty |
| Trust Statement on 13:24 - Apr 13 by Todger |
I am not scare mongering. Just pointing out that company law does not always follow moral law and the Trust board could be wise to not jump in with both feet. |
"Company law does not follow moral law" well well well, explains a lot
that would be why we engaged a barista rather than a philosopher
So we could wake up and smell the coffee
Just as well really we would have trouble if we were dealing with moral law, as that is a sand more shifting than company law — we only need to look at peoples actions and their underlying motives to understand that.
Don’t you worry about the Trust jumping in with both feet, they could never be accused of that, more like that gentle paddle that has just reached the nether regions, after that first sharp intake of breath then you just go right on walking.
However not to seem ungrateful, thank you for adding your strategy we will put it on the whiteboard for the rest of the class to see
1. GIVE UP — um I can see the appeal — well to you at least
But oh the sweet irony - tadger suggesting we bend over and assume the position | | | |
| Trust Statement on 15:32 - Apr 13 with 1347 views | Vetchfielder |
What is the absolute worse case scenario for the sell outs ?
I must admit that most of this legal stuff is lost on me so be gentle but could they be lumbered with :
1. Remedy/compensation to the Trust for unfair prejudice - £15M to £20M ?
2. A fine for breaching company law - £ (no idea) ?
3. Lawyers fees for the Trust court case - £2M ?
Then if the Yanks go after them afterwards :
4. Remedy/compensation to the Yanks for something or other associated with the warranty provided for the alleged absence of a SHA ? Could they ask for the sale to be made void and their money returned - £68M ?
5. Lawyers fees for the Yanks court case - £3M ?
Could the sell outs actually end up, if all the planets lined up, more than £20M down on the whole deal ? For me, that would be the biggest case of schadenfreude ever.
I'm probably talking complete bollox but I'm sure somebody will tell me soon enough if that is the case.
Todger need not reply. |  |
| Proud to have been one of the 231 |
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| Trust Statement on 15:49 - Apr 13 with 1317 views | blueytheblue |
| Trust Statement on 14:52 - Apr 13 by Nookiejack |
There's a lot of money at stake if we do drop down to the Championship.
A number of players will still have significant value over net book value like Siggurdsson and there are substantial parachute payments.
How will the Trust be able to receive its 21% share of these proceeds under the new articles - in a scenario where the Yanks start selling assets and bank the parachute money (instead of investing in new players) to ensure they get their original investment back?
So there is a lot at stake even if we are relegated to the championship.
If you can share what you think is a reasonable level of Management Fees that would be an interesting debate? |
The parachute payments aren't as substantial as Prem money.
Cuts are essential due to FFP rules.
Any team coming down has two choices.
Cut finances to reflect the Championship level from day one or spend big the first season hoping to go back up.
Of course that assumes a club abides by FFP - given the weak punishments, it's almost worth the risk if you go up.
What would Siggurdssons value ( or any other player ) be if you relegate? You have players wanting to leave. Buying clubs know that. You can have a hypothetical valuation whilst in the Prem, it's then reduced in the Championship. | |
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| Trust Statement on 15:51 - Apr 13 with 1311 views | Todger |
| Trust Statement on 15:25 - Apr 13 by Spratty |
"Company law does not follow moral law" well well well, explains a lot
that would be why we engaged a barista rather than a philosopher
So we could wake up and smell the coffee
Just as well really we would have trouble if we were dealing with moral law, as that is a sand more shifting than company law — we only need to look at peoples actions and their underlying motives to understand that.
Don’t you worry about the Trust jumping in with both feet, they could never be accused of that, more like that gentle paddle that has just reached the nether regions, after that first sharp intake of breath then you just go right on walking.
However not to seem ungrateful, thank you for adding your strategy we will put it on the whiteboard for the rest of the class to see
1. GIVE UP — um I can see the appeal — well to you at least
But oh the sweet irony - tadger suggesting we bend over and assume the position |
Its todger by the way.
My strategy would be to gain a full understanding of the facts the legalities and the risks involved. Not let anger take over. | | | |
| Trust Statement on 16:00 - Apr 13 with 1299 views | Todger |
| Trust Statement on 13:55 - Apr 13 by pikeypaul |
Todger or should I say Jenkins do us all a favour and feck off you are obviously getting a little scared. |
I am not a Jenkins apologist. Just trying to establish some facts around the events. | | | |
| Trust Statement on 16:04 - Apr 13 with 1289 views | Todger |
| Trust Statement on 15:32 - Apr 13 by Vetchfielder |
What is the absolute worse case scenario for the sell outs ?
I must admit that most of this legal stuff is lost on me so be gentle but could they be lumbered with :
1. Remedy/compensation to the Trust for unfair prejudice - £15M to £20M ?
2. A fine for breaching company law - £ (no idea) ?
3. Lawyers fees for the Trust court case - £2M ?
Then if the Yanks go after them afterwards :
4. Remedy/compensation to the Yanks for something or other associated with the warranty provided for the alleged absence of a SHA ? Could they ask for the sale to be made void and their money returned - £68M ?
5. Lawyers fees for the Yanks court case - £3M ?
Could the sell outs actually end up, if all the planets lined up, more than £20M down on the whole deal ? For me, that would be the biggest case of schadenfreude ever.
I'm probably talking complete bollox but I'm sure somebody will tell me soon enough if that is the case.
Todger need not reply. |
The case against the selling shareholders seems to be that they represented to the buyers there was not a shareholders agreement. If the Trust gave evidence there was before the contract the buyers would have known this warranty to be untrue. That even assumes there was such a warranty. Is there any more than this to it? | | | |
| Trust Statement on 16:06 - Apr 13 with 1284 views | Darran |
| Trust Statement on 16:00 - Apr 13 by Todger |
I am not a Jenkins apologist. Just trying to establish some facts around the events. |
Who are you,are you a Swans fan and where are you from? | |
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| Trust Statement on 16:08 - Apr 13 with 1279 views | monmouth |
| Trust Statement on 15:49 - Apr 13 by blueytheblue |
The parachute payments aren't as substantial as Prem money.
Cuts are essential due to FFP rules.
Any team coming down has two choices.
Cut finances to reflect the Championship level from day one or spend big the first season hoping to go back up.
Of course that assumes a club abides by FFP - given the weak punishments, it's almost worth the risk if you go up.
What would Siggurdssons value ( or any other player ) be if you relegate? You have players wanting to leave. Buying clubs know that. You can have a hypothetical valuation whilst in the Prem, it's then reduced in the Championship. |
Although Newcy did get £35m for Sissoko and a shedload for Townsend. Lets hope Liverpool still do their buying on press hype and match of the day. | |
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| Trust Statement on 16:09 - Apr 13 with 1279 views | Nookiejack |
| Trust Statement on 15:49 - Apr 13 by blueytheblue |
The parachute payments aren't as substantial as Prem money.
Cuts are essential due to FFP rules.
Any team coming down has two choices.
Cut finances to reflect the Championship level from day one or spend big the first season hoping to go back up.
Of course that assumes a club abides by FFP - given the weak punishments, it's almost worth the risk if you go up.
What would Siggurdssons value ( or any other player ) be if you relegate? You have players wanting to leave. Buying clubs know that. You can have a hypothetical valuation whilst in the Prem, it's then reduced in the Championship. |
Sell all your players and play the U23s - dramatically cutting the wage bill.
Season ticket sales then cover the running costs.
You then have the parachute payments for free plus player sales.
Aren't they something like £90m over a few seasons under new TV deal?
That would more than cover the Yanks investment.
But how does the Trust receive its 21% share? (Especially if money flows out of the club through management fees?) | | | |
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