| Trust Update... 20:34 - May 18 with 31454 views | marchamjack |
CONFIDENTIAL
This update is being sent to you as a registered member of Swansea City Supporters’ Society Limited, which is also known as the ‘Swansea City Supporters’ Trust’ (‘Trust’). If you are not a member of the Trust, please do not read it. If you are a member, please do not share it or pass it on to others. On the advice of our lawyers, we need to state that nothing in this update is, or is intended as, a waiver of legal professional privilege or any other type of privilege.
In January 2018 the majority owners of Swansea City decided to ‘put on hold’ indefinitely the ongoing discussions on the previously proposed deal relating to the part sale of the Trust’s shareholding in Swansea City Football 2002 Limited, which (through another company) owns the Football Club. With no indication as to whether the deal could be resurrected in the future, the Trust engaged further specialist legal advice in order to determine the next steps that could be taken to best protect the interests of the Trust and, therefore, our members. It will be recalled that we have previously reported that initial advice from Queen’s Counsel (a senior lawyer) was taken last year.
As a result, the Trust and our legal advisers have carried out a comprehensive review of the circumstances surrounding the 2016 sale of a controlling interest in the Club and the impact of these events on the Trust and our shareholding. This involved going back to 2001/2002, when the Club was saved from bankruptcy by the Trust and others, and establishing the relevant factual history and developments from then until the present day. Many people and sources had to be consulted to achieve this and the exercise has only been completed within the last few days.
Our lawyers have today sent (by electronic means or post) to the Club and its shareholders a detailed letter, setting out a number of legal claims on the part of the Trust, including complaints as to the very negative impact the sale and related matters have had on the Trust’s position as a shareholder. The letter and its schedules extend to some 60 pages.
On advice from our lawyers, and in accordance with Court guidelines, the Trust has offered to enter into a formal ‘mediation’ process with the majority owners and others, in order to seek to resolve these claims and complaints. The aim is to seek a provisional agreement to settle past differences, with a view to moving ahead together with the task of rebuilding the Club and returning it to top level football. Any such provisional agreement would be put to members for approval, by way of a consultation.
Mediation is a voluntary and confidential process in which relevant parties seek to resolve disputes with the assistance of a trained independent and impartial mediator. The mediator cannot impose a solution, but uses his or her skills to bring the parties together. The letter that has been sent proposes that mediation takes place in early July, to allow time for responses to be provided to the letter. While it is a voluntary process, mediation is increasingly being seen by courts as a necessary first step before any formal court proceedings are taken and costs sanctions can be applied for unreasonably failing to mediate. The Trust is duty bound to explore all available legal avenues to protect the interests of the Trust and our members. If mediation were refused or the process proved unsuccessful, and if Trust members support such action, future court proceedings are possible.
If a potential resolution is achieved via the mediation process, it will be set out in a binding, written settlement agreement. However, we can assure our members that any agreement will not be finalised unless it is approved by Trust members as part of a formal consultation exercise.
Members should be aware, however, that if the offer of formal mediation is accepted, that it is a confidential process. This means that the Trust Board will be limited in what we are able to report during the mediation process, unless or until a provisional agreement is reached (or alternative options are identified) on which members can be consulted.
We will update members as soon as we are able to provide further information.
Best wishes
The Swans Trust Team
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| Oh,..Dave, what's occuring? |
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| Trust Update... on 21:48 - May 18 with 3099 views | Banosswan |
| Trust Update... on 21:45 - May 18 by Shaky |
I'm sure when you thought of that comeback it sounded really, really clever. |
Dunno, it was spontaneous. Unlike your ramblings. |  |
| Ever since my son was... never conceived, because I've never had consensual sex without money involved... I've always kind of looked at you as... a thing, that I could live next to... in accordance with state laws. | | Poll: | How do you like your steak? |
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| Trust Update... on 21:49 - May 18 with 3086 views | Thornburyswan |
| Trust Update... on 21:20 - May 18 by pencoedjack |
I’m no expert but I’d imagine legal action would wipe that out ( although I want legal action) |
I guess the trust could come out to it's members requesting contributions to fund further legal costs in the same way the yanks could raise additional funds from their investors - suspect they have deeper pockets but a lot less passion for the fight, if it came to that. |  | | |
| Trust Update... on 21:50 - May 18 with 3071 views | Banosswan |
| Trust Update... on 21:49 - May 18 by Thornburyswan |
I guess the trust could come out to it's members requesting contributions to fund further legal costs in the same way the yanks could raise additional funds from their investors - suspect they have deeper pockets but a lot less passion for the fight, if it came to that. |
We're not talking about a tenner here and there though. | |
| Ever since my son was... never conceived, because I've never had consensual sex without money involved... I've always kind of looked at you as... a thing, that I could live next to... in accordance with state laws. | | Poll: | How do you like your steak? |
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| Trust Update... on 21:56 - May 18 with 3020 views | Thornburyswan |
| Trust Update... on 21:50 - May 18 by Banosswan |
We're not talking about a tenner here and there though. |
Very true but I'd hope that there would be a spike in Trust membership IF we believed we could win this & either unwind the sale (unlikely in my eyes) or increase Trust shareholding beyond 25% (I think at that level no sale can be agreed/progressed without Trust approval) - last I heard the Trust had circa 1200 paying members. | | | |
| Trust Update... on 22:02 - May 18 with 2957 views | Banosswan |
| Trust Update... on 21:56 - May 18 by Thornburyswan |
Very true but I'd hope that there would be a spike in Trust membership IF we believed we could win this & either unwind the sale (unlikely in my eyes) or increase Trust shareholding beyond 25% (I think at that level no sale can be agreed/progressed without Trust approval) - last I heard the Trust had circa 1200 paying members. |
That's the ridiculous thing though, an extra tenner from each 1200 members (if that's the number), yields £10,200. About enough for two weeks. | |
| Ever since my son was... never conceived, because I've never had consensual sex without money involved... I've always kind of looked at you as... a thing, that I could live next to... in accordance with state laws. | | Poll: | How do you like your steak? |
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| Trust Update... on 22:13 - May 18 with 2867 views | waynekerr55 |
My PoV as a Layman:
This is a much needed move. By entering into mediation the American's will now know that the Trust have exhausted all alternative dispute methods. Should they continue with the 'Billy Big B*llocks' attitude and call our bluff, should this end up in court it is likely that the judge will look favourably on our case and enhance our chances.
I sense some people (hint the people who dined out on #byfansforfans) are getting very nervous. If this goes breast up for Kaplan and the 64,000 members of the hedge fund, I wonder if there's recourse for the sellers. |  |
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| Trust Update... on 22:15 - May 18 with 2863 views | longlostjack |
An out of court settlement has always been the most likely outcome in my opinion but it has always depended on the Trust taking legal action. The statement tonight is a step in the right direction. Well done the Trust. |  |
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| Trust Update... on 22:19 - May 18 with 2834 views | WarwickHunt |
| Trust Update... on 20:57 - May 18 by Rancid |
I can't ever recall being warned not to read something.It ain't a line you hear much or ever. |
I’ve just eaten a Magnum. The stick had “ you weren’t supposed to eat this, you fat bastard” written on it. |  | | |
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| Trust Update... on 22:44 - May 18 with 2732 views | TenbySwan |
Courts these days expect parties to have taken 'all reasonable steps to achieve settlement.
If the other party doesn't fully respect the mediation it will be looked at very unfavourably in any future court action. |  | | |
| Trust Update... on 22:49 - May 18 with 2705 views | Swanseajill |
| Trust Update... on 22:19 - May 18 by WarwickHunt |
I’ve just eaten a Magnum. The stick had “ you weren’t supposed to eat this, you fat bastard” written on it. |
Even if I hadn't been a trust member I would have continued reading that update.
But like you, I've never often done what I'm told to do.🙄 |  | | |
| Trust Update... on 22:59 - May 18 with 2654 views | CrazedBison |
Just for a bit of clarification if someone is wondering about the timing....
My thinking is that, at least under US law (not sure about UK), the Trust had a best chance with legal action once there was a proven "loss" on their part. Meaning, by the new "owners" taking charge potentially illegally and then devaluing the Trust's shares by securing relegation the Trust has a genuine "loss" because the Trust's shares are now worth considerably less. | | | |
| Trust Update... on 10:04 - May 19 with 2239 views | Shaky |
| Trust Update... on 22:59 - May 18 by CrazedBison |
Just for a bit of clarification if someone is wondering about the timing....
My thinking is that, at least under US law (not sure about UK), the Trust had a best chance with legal action once there was a proven "loss" on their part. Meaning, by the new "owners" taking charge potentially illegally and then devaluing the Trust's shares by securing relegation the Trust has a genuine "loss" because the Trust's shares are now worth considerably less. |
Firstly that would remain a paper loss, and secondly it would not have resulted from any direct action by the controlling shareholders to prejudice the Trust.
Anyway, the loss has implicitly been realised algebraically when the club was sold since the gain has been realised by the selling shareholders. |  |
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| Trust Update... on 10:13 - May 19 with 2211 views | Yossarian |
| Trust Update... on 20:36 - May 18 by marchamjack |
Too important not to share |
You clearly work in the Home Office.....  |  |
| "Yossarian- the very sight of the name made him shudder.There were so many esses in it. It just had to be subversive" (Catch 22) |
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| Trust Update... on 10:23 - May 19 with 2173 views | Shaky |
A few more thoughts this morning.
Phil has clearly been briefed and probably consulted in relation to this latest move, which is unsurprising given his past role at the Trust.
His message is this is a necessary precursor to taking legal action, and that is certainly one valid interpretation of the Trust email. However, I am highly sceptical of the "necessary" element of that claim, given the prior drawn out negotiating and member consultation process that must have taken close to a year and was eventually unilaterally binned by Kaplan.
Regardless this is an invitation for Kaplan to enter into formal mediation; how would a court view that invitation if it was not made in good faith and was merely a formality to move on to litigation? Very negatively I would imagine.
If the lawyers retained really are competent you have to assume they have taken account of this and are in fact intending to enter into mediation is good faith.
In which case you have to wonder about the meaning of this sentence in the email: "The aim is. . . moving ahead together with the task of rebuilding the Club and returning it to top level football"
Moving ahead together? If that is not an honest desire to retain the Trust's shareholding it has no place in that missive.
Which begs the question, what exactly is the Trust's negotiating position potentially going into this arbitration process?
Do they even have one? Would they be happy if Kaplan reinstated the old terms?
I have a strong suspicion that no such negotiating position has been formulated. This is based on the fact that this 60 page letter strikes me as a classic political fudge, cooked up between those who want legal action and those who want to remain in the directors' box on match days.
Therefore instead of getting down to the nitty-gritty of fleshing out a negotiating position, I fear they have spent all their time canvassing each and every board member for every conceivable point they could think of to go into that 60 page letter.
No doubt they are very proud of that document, whereas I think a 60 page letter as the basis for mediation is a complete joke. When do they hope to complete the process? By the start of the 2025/26 season? When it comes to litigation and particularly where costs are a concern, less is more, folks!
And FWIW, this kind of fudge is exactly why I don't do advisory work by committee. [Post edited 19 May 2018 10:25]
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| Trust Update... on 10:27 - May 19 with 2152 views | peenemunde |
| Trust Update... on 20:41 - May 18 by Swanjaxs |
Nobody cares, the trust is irrelevant |
Have to agree with you on that. |  | | |
| Trust Update... on 10:29 - May 19 with 2144 views | Yossarian |
| Trust Update... on 20:49 - May 18 by Phil_S |
Isn't it basically saying that the Trust is taking the first natural step of legal action? |
Some sense at last.
Feck me, some of these whining kents on here point the finger but don’t do anything else other than moan....like feckin pantomime dames. | |
| "Yossarian- the very sight of the name made him shudder.There were so many esses in it. It just had to be subversive" (Catch 22) |
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| Trust Update... on 10:33 - May 19 with 2128 views | Yossarian |
| Trust Update... on 20:53 - May 18 by AndyNak |
That’s my take on it Phil. I don’t for one second think that first para was written because the Trust think they’re being clever excluding non-members. It is surely due to the legal advice they were given. I wouldn’t have shared it. |
Yes, but in good faith they did and they’re being slaughtered for it by people who know feck all but just want to heckle from the sidelines. There’s always some..... | |
| "Yossarian- the very sight of the name made him shudder.There were so many esses in it. It just had to be subversive" (Catch 22) |
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| Trust Update... on 10:34 - May 19 with 2124 views | MattG |
| Trust Update... on 10:23 - May 19 by Shaky |
A few more thoughts this morning.
Phil has clearly been briefed and probably consulted in relation to this latest move, which is unsurprising given his past role at the Trust.
His message is this is a necessary precursor to taking legal action, and that is certainly one valid interpretation of the Trust email. However, I am highly sceptical of the "necessary" element of that claim, given the prior drawn out negotiating and member consultation process that must have taken close to a year and was eventually unilaterally binned by Kaplan.
Regardless this is an invitation for Kaplan to enter into formal mediation; how would a court view that invitation if it was not made in good faith and was merely a formality to move on to litigation? Very negatively I would imagine.
If the lawyers retained really are competent you have to assume they have taken account of this and are in fact intending to enter into mediation is good faith.
In which case you have to wonder about the meaning of this sentence in the email: "The aim is. . . moving ahead together with the task of rebuilding the Club and returning it to top level football"
Moving ahead together? If that is not an honest desire to retain the Trust's shareholding it has no place in that missive.
Which begs the question, what exactly is the Trust's negotiating position potentially going into this arbitration process?
Do they even have one? Would they be happy if Kaplan reinstated the old terms?
I have a strong suspicion that no such negotiating position has been formulated. This is based on the fact that this 60 page letter strikes me as a classic political fudge, cooked up between those who want legal action and those who want to remain in the directors' box on match days.
Therefore instead of getting down to the nitty-gritty of fleshing out a negotiating position, I fear they have spent all their time canvassing each and every board member for every conceivable point they could think of to go into that 60 page letter.
No doubt they are very proud of that document, whereas I think a 60 page letter as the basis for mediation is a complete joke. When do they hope to complete the process? By the start of the 2025/26 season? When it comes to litigation and particularly where costs are a concern, less is more, folks!
And FWIW, this kind of fudge is exactly why I don't do advisory work by committee. [Post edited 19 May 2018 10:25]
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To a point, I share your concerns about the potential outcome of this formal Mediation process including the intention to "settle past differences, with a view to moving ahead together". However, I very much doubt that the Trust Board have had any significant input into the 60 pages, aside from providing historical information or documentation to their legal advisors. This presumably makes up the majority of the Schedules mentioned which, in turn, probably makes up the vast majority of the 60 pages.
Or are you suggesting that the Trust Board themselves have produced the 60 pages? Not
a chance. Why pay QC money and then draft something yourselves? |  | | |
| Trust Update... on 10:37 - May 19 with 2114 views | Yossarian |
| Trust Update... on 21:09 - May 18 by Jackfath |
Does anyone know how long this process will take? First the mediation and then possibly court action? |
Why dont you get involved rather than passing what you think are smart Alex comments from the side. You are the sort who gets in the way at accidents by asking what happened. Changing your feckin tune now the majority realise it’s a sensible course to take. Typical sneering schoolteacher who’s a big shot in front of kids......mug. | |
| "Yossarian- the very sight of the name made him shudder.There were so many esses in it. It just had to be subversive" (Catch 22) |
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| Trust Update... on 10:39 - May 19 with 2109 views | waynekerr55 |
| Trust Update... on 10:27 - May 19 by peenemunde |
Have to agree with you on that. |
Quelle surprise... | |
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| Trust Update... on 10:46 - May 19 with 2078 views | Jackfath |
| Trust Update... on 10:37 - May 19 by Yossarian |
Why dont you get involved rather than passing what you think are smart Alex comments from the side. You are the sort who gets in the way at accidents by asking what happened. Changing your feckin tune now the majority realise it’s a sensible course to take. Typical sneering schoolteacher who’s a big shot in front of kids......mug. |
Have a word you jessie.
What tune have I changed?
Lets's hear it. [Post edited 19 May 2018 10:48]
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| Trust Update... on 10:48 - May 19 with 2072 views | Shaky |
| Trust Update... on 10:34 - May 19 by MattG |
To a point, I share your concerns about the potential outcome of this formal Mediation process including the intention to "settle past differences, with a view to moving ahead together". However, I very much doubt that the Trust Board have had any significant input into the 60 pages, aside from providing historical information or documentation to their legal advisors. This presumably makes up the majority of the Schedules mentioned which, in turn, probably makes up the vast majority of the 60 pages.
Or are you suggesting that the Trust Board themselves have produced the 60 pages? Not
a chance. Why pay QC money and then draft something yourselves? |
No, I'm certainly not suggesting that the Trust board produced the letter themselves, although I don't for a second doubt Lisa has the capability to thump out a 60 pager.
But they will have been extensively consulted, and I'd wager every single point they wished to make has been faithfully reproduced, at the going rate for the legal expertise hired in.
Yes, it sounds very much like the case in full, but was it really necessary to produce that if the intention is to enter into mediation in good faith?
Or is arguing the toss about who said what in 2002 in any way important to actually negotiating a collaborative settlement? Quite the contrary, I would have thought. | |
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| Trust Update... on 10:53 - May 19 with 2051 views | Rancid |
| Trust Update... on 10:46 - May 19 by Jackfath |
Have a word you jessie.
What tune have I changed?
Lets's hear it. [Post edited 19 May 2018 10:48]
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You get a grip Alex |  | | |
| Trust Update... on 10:58 - May 19 with 2029 views | MattG |
| Trust Update... on 10:48 - May 19 by Shaky |
No, I'm certainly not suggesting that the Trust board produced the letter themselves, although I don't for a second doubt Lisa has the capability to thump out a 60 pager.
But they will have been extensively consulted, and I'd wager every single point they wished to make has been faithfully reproduced, at the going rate for the legal expertise hired in.
Yes, it sounds very much like the case in full, but was it really necessary to produce that if the intention is to enter into mediation in good faith?
Or is arguing the toss about who said what in 2002 in any way important to actually negotiating a collaborative settlement? Quite the contrary, I would have thought. |
I wouldn't be at all surprised if, as part of a formal Mediation process, everything needs to be set out even if not to the same level of detail as it would be for Litigation. From my fairly limited exposure to legal proceedings (Arbitration), I would say that 60 pages including Schedules isn't particularly extensive.
The thing is, it's not about making points - it's about setting out and demonstrating the strength of the Trust's case. The Trust's legal advisors will know that won't be achieved by throwing every little piece of muck at the wall in the hope that enough of it sticks. | | | |
| Trust Update... on 11:04 - May 19 with 2004 views | Shaky |
| Trust Update... on 10:58 - May 19 by MattG |
I wouldn't be at all surprised if, as part of a formal Mediation process, everything needs to be set out even if not to the same level of detail as it would be for Litigation. From my fairly limited exposure to legal proceedings (Arbitration), I would say that 60 pages including Schedules isn't particularly extensive.
The thing is, it's not about making points - it's about setting out and demonstrating the strength of the Trust's case. The Trust's legal advisors will know that won't be achieved by throwing every little piece of muck at the wall in the hope that enough of it sticks. |
Well let me say i have never, ever been involved in any mediation. In fact in any contracts I negotiate always try to insist on disputes being resolved by experts as opposed to via arbitration.
However, from what I remember of you you are involved in construction. Here you have detailed specifications, draws, plans, etc, and disputes will require precise and exhaustive documentation. Furthermore contract disputes are practically the norm.
In this instance I simply do not believe demonstrating the strength of the Trust's case requires anything remotely resembling 60 pages. | |
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