| The Trust selling up 14:31 - Oct 23 with 23684 views | Darran |
Why are people saying the Trust won't sell up then?
Perhaps they will who knows?
Philip? [Post edited 23 Oct 2016 14:32]
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| The Trust selling up on 14:45 - Oct 23 with 3519 views | Phil_S |
This obviously came up at the forum on Thursday and to clarify we have never said we will never sell, we have said it would not have been our preferred option but if it comes to then we have to consult our members bfore we press the final button to sell
I think someone asked about us forcing a sale but barrister advise and belief is that we cannot force a sale (someone with more knowledge than me will confirm but I think Dai said it was something to do wih the difference between a Plc and private company but I could be wrong) but if anyone has the skills/knowledge to state otherwise then happy to hear it (as I am sure Dai would be) but we do have some people on social media telling us it can happen yet the people who are paid to provide this advice say otherwise
Expert at every corner sometimes  |  | | |
| The Trust selling up on 14:48 - Oct 23 with 3505 views | Murph75 |
If the trust was to sell what happens with the money from said sale?
Also what difference does it make if more people pay £10 to join the trust? |  | | |
| The Trust selling up on 14:59 - Oct 23 with 3475 views | Rancid |
| The Trust selling up on 14:48 - Oct 23 by Murph75 |
If the trust was to sell what happens with the money from said sale?
Also what difference does it make if more people pay £10 to join the trust? |
The 10 pound will ensure you remain Facebook friends with Phil Sumbler.Worth every penny.And if they sell then planetswans will have a revamp.Different colour fonts, poster of the year will get a signed Wayne Routledge shirt and your username will be highlighted in the colour of your choice. |  | | |
| The Trust selling up on 15:04 - Oct 23 with 3455 views | Highjack |
If the trust ever wanted to sell up they'd have to make sure they aren't selling to people who wish to rape our club up the arse for any penny they can get. This probably eliminates 99% of the people who ever show an interest in buying (sorry investing in) premier league clubs these days. |  |
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| The Trust selling up on 15:07 - Oct 23 with 3435 views | Rancid |
| The Trust selling up on 15:04 - Oct 23 by Highjack |
If the trust ever wanted to sell up they'd have to make sure they aren't selling to people who wish to rape our club up the arse for any penny they can get. This probably eliminates 99% of the people who ever show an interest in buying (sorry investing in) premier league clubs these days. |
Surely it would be to the Yanks? | | | |
| The Trust selling up on 15:07 - Oct 23 with 3425 views | Murph75 |
| The Trust selling up on 15:04 - Oct 23 by Highjack |
If the trust ever wanted to sell up they'd have to make sure they aren't selling to people who wish to rape our club up the arse for any penny they can get. This probably eliminates 99% of the people who ever show an interest in buying (sorry investing in) premier league clubs these days. |
What happens to the money from the sale? | | | |
| The Trust selling up on 15:09 - Oct 23 with 3410 views | Phil_S |
| The Trust selling up on 14:48 - Oct 23 by Murph75 |
If the trust was to sell what happens with the money from said sale?
Also what difference does it make if more people pay £10 to join the trust? |
If we were to sell then the money can be used - as we understand at the moment - for two purposes which is to retain it and use it at some point in the future (presumably if the club were in trouble) or it can be donated to charity or to another Trust
If the members decided - if we got an offer - to sell then we would take full advice when the funds come as to what we can use it for
Any organisation with more members is generically stronger | | | |
| The Trust selling up on 15:14 - Oct 23 with 3386 views | oldcob |
| The Trust selling up on 15:09 - Oct 23 by Phil_S |
If we were to sell then the money can be used - as we understand at the moment - for two purposes which is to retain it and use it at some point in the future (presumably if the club were in trouble) or it can be donated to charity or to another Trust
If the members decided - if we got an offer - to sell then we would take full advice when the funds come as to what we can use it for
Any organisation with more members is generically stronger |
Or we could gift our shares to Mel Nurse. At lease we'd know they would be in the hands of someone who cares more for the club than money. |  | | |
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| The Trust selling up on 15:28 - Oct 23 with 3330 views | monmouth |
| The Trust selling up on 14:45 - Oct 23 by Phil_S |
This obviously came up at the forum on Thursday and to clarify we have never said we will never sell, we have said it would not have been our preferred option but if it comes to then we have to consult our members bfore we press the final button to sell
I think someone asked about us forcing a sale but barrister advise and belief is that we cannot force a sale (someone with more knowledge than me will confirm but I think Dai said it was something to do wih the difference between a Plc and private company but I could be wrong) but if anyone has the skills/knowledge to state otherwise then happy to hear it (as I am sure Dai would be) but we do have some people on social media telling us it can happen yet the people who are paid to provide this advice say otherwise
Expert at every corner sometimes |
TBH I'd thought full minority protection applied to private companies under general company law, because families are always trying to stitch each other up in exactly this manner, but I've been clear I know f**k all about the legals. |  |
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| The Trust selling up on 15:29 - Oct 23 with 3322 views | londonlisa2001 |
| The Trust selling up on 15:28 - Oct 23 by monmouth |
TBH I'd thought full minority protection applied to private companies under general company law, because families are always trying to stitch each other up in exactly this manner, but I've been clear I know f**k all about the legals. |
It does.
Sigh. | | | |
| The Trust selling up on 15:31 - Oct 23 with 3313 views | londonlisa2001 |
| The Trust selling up on 14:45 - Oct 23 by Phil_S |
This obviously came up at the forum on Thursday and to clarify we have never said we will never sell, we have said it would not have been our preferred option but if it comes to then we have to consult our members bfore we press the final button to sell
I think someone asked about us forcing a sale but barrister advise and belief is that we cannot force a sale (someone with more knowledge than me will confirm but I think Dai said it was something to do wih the difference between a Plc and private company but I could be wrong) but if anyone has the skills/knowledge to state otherwise then happy to hear it (as I am sure Dai would be) but we do have some people on social media telling us it can happen yet the people who are paid to provide this advice say otherwise
Expert at every corner sometimes |
After 6 months of legal advice, I really hope that the issue here is not publically stating the courses of action rather than the Trust's legal advisors genuinely talking about the difference between public and private companies.
If not, then I despair. | | | |
| The Trust selling up on 15:33 - Oct 23 with 3307 views | londonlisa2001 |
| The Trust selling up on 15:14 - Oct 23 by oldcob |
Or we could gift our shares to Mel Nurse. At lease we'd know they would be in the hands of someone who cares more for the club than money. |
The Trust is obliged under the new articles of association to transfer shares according to the original shareholders agreement. | | | |
| The Trust selling up on 15:34 - Oct 23 with 3290 views | Phil_S |
| The Trust selling up on 15:31 - Oct 23 by londonlisa2001 |
After 6 months of legal advice, I really hope that the issue here is not publically stating the courses of action rather than the Trust's legal advisors genuinely talking about the difference between public and private companies.
If not, then I despair. |
As I suggested I may well have been getting the answers to two questions mixed up - Dai answered - as he should - all the legal questions but the answers were still not what people wanted to hear | | | |
| The Trust selling up on 15:35 - Oct 23 with 3282 views | NeiltheTaylor |
I would be very against the money doing anything but become a rainy day fund, which I was in favour of but am now not so sure | |
| Joe_bradshaw -I thought the cryochamber was the new name for Cardiff's stadium.
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| The Trust selling up on 15:36 - Oct 23 with 3273 views | Phil_S |
| The Trust selling up on 15:29 - Oct 23 by londonlisa2001 |
It does.
Sigh. |
So is your belief then that we can force a sale through unfair prejudice
Because that differs from the counsel advice | | | |
| The Trust selling up on 15:45 - Oct 23 with 3230 views | monmouth |
| The Trust selling up on 15:35 - Oct 23 by NeiltheTaylor |
I would be very against the money doing anything but become a rainy day fund, which I was in favour of but am now not so sure |
From a sale, if one was made? I'd like to see some of it used for publicly holding the owners to account for their actions. Or in the words I used yesterday, standing outside the tent, pissing in. If necessary. | |
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| The Trust selling up on 15:45 - Oct 23 with 3230 views | londonlisa2001 |
| The Trust selling up on 15:34 - Oct 23 by Phil_S |
As I suggested I may well have been getting the answers to two questions mixed up - Dai answered - as he should - all the legal questions but the answers were still not what people wanted to hear |
I wasn't there and only read the transcript as printed in the Wales online so have no idea what was asked and answered.
But to summarise, the issue about a public company is that anyone buying a certain percentage of a public company MUST make an offer for the whole.
Irrelevant here.
But the minority protections referred to in the trust statement (potential actions due to prejudice of the Trust as minority shareholder) are remedied by a forced purchase of the Trust's shares at value.
Similarly, any further share issues would have to be at value to protect the Trust's asset (the % can be diluted but not the value of the holding) otherwise again remedy would be effectively a forced purchase.
So although the Trust cannot force the majority owners to buy its stake directly, it is an indirect consequence of a successful legal action were the Trust to bring one and prove it has been prejudiced as it is the remedy the court uses in such instances. | | | |
| The Trust selling up on 15:47 - Oct 23 with 3221 views | Highjack |
| The Trust selling up on 15:07 - Oct 23 by Rancid |
Surely it would be to the Yanks? |
Why's that? | |
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| The Trust selling up on 15:49 - Oct 23 with 3212 views | londonlisa2001 |
| The Trust selling up on 15:36 - Oct 23 by Phil_S |
So is your belief then that we can force a sale through unfair prejudice
Because that differs from the counsel advice |
No. I haven't seen any evidence at the moment of unfair prejudice.
But if an action was to be brought and was successful, it is the remedy that the court would use to 'right the wrong'.
I have no idea whether counsel's opinion is that there is no unfair prejudice (which I would agree with) or whether the Trust can force a sale without that (which I agree with) or whether they are saying that even if there was unfair prejudice that wouldn't be the outcome (which I would disagree with). | | | |
| The Trust selling up on 15:49 - Oct 23 with 3205 views | swansea101 |
I might be missing something here, but thought the point of the trust was to make sure the fans had a voice on the board level about how the club should be run?
If put to the vote and shares were sold then how would 'we' be any better than those who have sold their shares and been berated since the sale went through? | | | |
| The Trust selling up on 15:50 - Oct 23 with 3197 views | Nookiejack |
I suppose this could all be academic if we don't start winning some matches before Xmas. Can't see the Yanks then putting extra money in during Jamuary transfer window as they can make a return on their money by selling off our best players and those on high wages, bank the parachute money and make a return on their money.
Can you really see them following a Newcastle policy last January and risk £30m to £40m if we then go down?
At least the Trust then will receive 21% of dividends paid to the Yanks. | | | |
| The Trust selling up on 15:52 - Oct 23 with 3180 views | Phil_S |
| The Trust selling up on 15:49 - Oct 23 by londonlisa2001 |
No. I haven't seen any evidence at the moment of unfair prejudice.
But if an action was to be brought and was successful, it is the remedy that the court would use to 'right the wrong'.
I have no idea whether counsel's opinion is that there is no unfair prejudice (which I would agree with) or whether the Trust can force a sale without that (which I agree with) or whether they are saying that even if there was unfair prejudice that wouldn't be the outcome (which I would disagree with). |
I would read the full address on the Trust website if you get chance - I don't think Wales Online published it all
Your first line stands totally with what the legal people are saying but there are still some saying that it is so I thought I would ask your opinion. | | | |
| The Trust selling up on 16:07 - Oct 23 with 3145 views | Nookiejack |
| The Trust selling up on 15:52 - Oct 23 by Phil_S |
I would read the full address on the Trust website if you get chance - I don't think Wales Online published it all
Your first line stands totally with what the legal people are saying but there are still some saying that it is so I thought I would ask your opinion. |
If this isn't a case of unfair prejudice what is?
You had a position where you had a group of shareholders with various 5%, 10% circa 20% stakes - with no shareholder in a majority position. Let alone be in a position to change the articles (75% needed) which now could substantially increase the risk of the value of the Trusts shareholding - if substantial debt was taken on by the club).
The other shareholders all collided and kept the Trust out of the negotiations.
The Trust is now on a minority position which diminishes the value of its shares.
The Other shareholders colluded so that voting rights of the residual shares now mean the Yanks now hold more than 75% of the voting rights to pass special resoltuions.
The selling shareholders have essentially lied that there was no original shareholders agreement and acknowledged this by legally approaching the Trust 2 days before the sale - by trying to negotiate this point away by giving Trust 2 directors.
Surely if the above isn't unfair prejudice what is? | | | |
| The Trust selling up on 16:08 - Oct 23 with 3125 views | londonlisa2001 |
| The Trust selling up on 15:52 - Oct 23 by Phil_S |
I would read the full address on the Trust website if you get chance - I don't think Wales Online published it all
Your first line stands totally with what the legal people are saying but there are still some saying that it is so I thought I would ask your opinion. |
I have read it - I found it very helpful.
The problem with prejudice is that the Trust would have to prove it has been financially disadvantaged and at the moment it hasn't been. If they issue shares in the future at below value (eg. put in £20m (I know - it's just an example!!) at below the value of the transaction) then the Trust has at that point been prejudiced. The remedy the courts would use is at that point to force a transaction.
But at the moment, the Trust hasn't been financially disadvantaged and so (I would think, and it's only my opinion) that the Trust couldn't easily bring an action.p against them.
The action against the original shareholders for ignoring the shareholders agreement, is more a breach of contract issue (I would think). Again, the problem is that in a civil action, there has been no loss of value. The potential criminal action would be different, as, I think, the Trust would not have to prove financial loss.
The only thing that comes to my mind which is different, and I don't know enough about the remedies here, is whether the original structure could have been viewed in law as a 'quasi partnership' that used a limited company structure for convenience only.
The difficulty for everyone, is that the intangibles that have been lost, influence, board participation, decision making structures etc, have no real financial value.
It's a very strange situation for the law I would imagine, as in the vast majority of cases, all that the minority cares about is its financial position, and so the law tends to protect that but ignore anything else. | | | |
| The Trust selling up on 16:09 - Oct 23 with 3123 views | exiledclaseboy |
| The Trust selling up on 15:49 - Oct 23 by swansea101 |
I might be missing something here, but thought the point of the trust was to make sure the fans had a voice on the board level about how the club should be run?
If put to the vote and shares were sold then how would 'we' be any better than those who have sold their shares and been berated since the sale went through? |
Obviously, because if the Trust sold its shares it wouldn't be for personal gain. |  |
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