| The Trust selling up 14:31 - Oct 23 with 23726 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 16:09 - Oct 23 with 1460 views | Phil_S |
| The Trust selling up on 16:07 - Oct 23 by Nookiejack |
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? |
We have the legal advice that it doesn't look like it is and this is still being looked at and discussed
I take and understand your views and will pass them onto those on the Trust board who have far more expertise than me on this one |  | | |
| The Trust selling up on 16:12 - Oct 23 with 1452 views | exiledclaseboy |
What we're clearly missing here is Shaky's input. |  |
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| The Trust selling up on 16:15 - Oct 23 with 1439 views | londonlisa2001 |
| The Trust selling up on 16:07 - Oct 23 by Nookiejack |
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? |
They haven't taken on debt though.
Your point re the value of 21% as a minority being lower than 21% as part of a scattered shareholding is the bit that could be interesting. In other words, if the value of the Trust's stake is worth less now than it was at the date of sale, that could be unfair prejudice. Would anyone now value the Trust's share at £21m (or whatever value actually was).
The contra claim, of course, would be that the Trust has always been a minority stake when viewed on its own, with the other shareholders always being able to vote against it. Proof of that position would be 'well they just did'. |  | | |
| The Trust selling up on 16:17 - Oct 23 with 1427 views | Nookiejack |
Just another thought - when it goes to court can show the judge JTAK film - to show the judge we were a fan owned club and were originally all in it together.
The selling shareholders can then explain to the judge why they assigned their voting rights away on the residual shares - to leave the Trust in such a precarious position.
Going to be interesting as well Jenkins, Morgan and Dineen in court with the fans inside and outside the court room.
Have they thought about that from a PR and from a reputational perspective. | | | |
| The Trust selling up on 16:17 - Oct 23 with 1425 views | swansea101 |
| The Trust selling up on 16:09 - Oct 23 by exiledclaseboy |
Obviously, because if the Trust sold its shares it wouldn't be for personal gain. |
Fair point, but what would be point have been for he last 14 years if it's sold up at the 1st real time when it's been needed? Surely goes against everything that it stands for? | | | |
| The Trust selling up on 16:18 - Oct 23 with 1419 views | perchrockjack |
Simply question Phil
First, you do grand work for the club
Second, I'm not bothered about any yanks owning the club
Third. Way it was done stinks.
Most importantly and crucially, is the club in danger with them haven taken over and if so, why. | |
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| The Trust selling up on 16:18 - Oct 23 with 1420 views | londonlisa2001 |
| The Trust selling up on 16:12 - Oct 23 by exiledclaseboy |
What we're clearly missing here is Shaky's input. |
The last time I ventured onto the other board, he was talking about the takeover code. That was several months ago, so perhaps he's at least worked out the difference between a public and private company by now. | | | |
| The Trust selling up on 16:21 - Oct 23 with 1410 views | londonlisa2001 |
| The Trust selling up on 16:17 - Oct 23 by Nookiejack |
Just another thought - when it goes to court can show the judge JTAK film - to show the judge we were a fan owned club and were originally all in it together.
The selling shareholders can then explain to the judge why they assigned their voting rights away on the residual shares - to leave the Trust in such a precarious position.
Going to be interesting as well Jenkins, Morgan and Dineen in court with the fans inside and outside the court room.
Have they thought about that from a PR and from a reputational perspective. |
I would imagine the court would treat JTAK in much the same way as most of us do? | | | |
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| The Trust selling up on 16:21 - Oct 23 with 1408 views | Phil_S |
| The Trust selling up on 16:17 - Oct 23 by Nookiejack |
Just another thought - when it goes to court can show the judge JTAK film - to show the judge we were a fan owned club and were originally all in it together.
The selling shareholders can then explain to the judge why they assigned their voting rights away on the residual shares - to leave the Trust in such a precarious position.
Going to be interesting as well Jenkins, Morgan and Dineen in court with the fans inside and outside the court room.
Have they thought about that from a PR and from a reputational perspective. |
Could we bring action for false representation of magic cashpoints? | | | |
| The Trust selling up on 16:22 - Oct 23 with 1403 views | Nookiejack |
| The Trust selling up on 16:15 - Oct 23 by londonlisa2001 |
They haven't taken on debt though.
Your point re the value of 21% as a minority being lower than 21% as part of a scattered shareholding is the bit that could be interesting. In other words, if the value of the Trust's stake is worth less now than it was at the date of sale, that could be unfair prejudice. Would anyone now value the Trust's share at £21m (or whatever value actually was).
The contra claim, of course, would be that the Trust has always been a minority stake when viewed on its own, with the other shareholders always being able to vote against it. Proof of that position would be 'well they just did'. |
No they haven't taken on the debt but now the Trust can't block a scenario like this occuring - which must diminish the value of the Trusts shares.
Changes to the articles in the Yanks favours must also have reduced the value of the Trusts shares? | | | |
| The Trust selling up on 16:24 - Oct 23 with 1399 views | Phil_S |
| The Trust selling up on 16:17 - Oct 23 by swansea101 |
Fair point, but what would be point have been for he last 14 years if it's sold up at the 1st real time when it's been needed? Surely goes against everything that it stands for? |
There are pros and cons to selling but to answer your point specifically even in a sale it does not have to change the way that the Trust represents the fans interests and gets the views across just may be more publically rather than in the boardroom
Remember the selling shareholders have already ensured that the Americans have a 75.1% voting right anyway so there would be an argument that the boardroom voice isn't really relevant now?
What though does get tiring is despite being said on Thursday that we have never said we will never sell we still have people who think that we have. Can only assume that they haven't read/listened to the address | | | |
| The Trust selling up on 16:34 - Oct 23 with 1372 views | londonlisa2001 |
| The Trust selling up on 16:22 - Oct 23 by Nookiejack |
No they haven't taken on the debt but now the Trust can't block a scenario like this occuring - which must diminish the value of the Trusts shares.
Changes to the articles in the Yanks favours must also have reduced the value of the Trusts shares? |
The Trust never could block it though Nookie.
And similarly, couldn't ever block a change to the articles. The issue re shareholders agreement is a different one, as I said earlier.
The big problem in claiming that previously the Trust was a voice amongst many who would not act in concert against it, is that they just have, which rather blows up the whole argument that it was ever more than a minority shareholder.
Edited to add: unless the entire structure could have been viewed as a quasi partnership, which I mentioned earlier in the thread. [Post edited 23 Oct 2016 16:36]
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| The Trust selling up on 16:45 - Oct 23 with 1344 views | Phil_S |
JUst got something from Dai clarifying my confusion earlier on
Someone at the forum asked about the takeover code - that was the piece that only applied to Plcs | | | |
| The Trust selling up on 16:53 - Oct 23 with 1321 views | swansea101 |
| The Trust selling up on 16:24 - Oct 23 by Phil_S |
There are pros and cons to selling but to answer your point specifically even in a sale it does not have to change the way that the Trust represents the fans interests and gets the views across just may be more publically rather than in the boardroom
Remember the selling shareholders have already ensured that the Americans have a 75.1% voting right anyway so there would be an argument that the boardroom voice isn't really relevant now?
What though does get tiring is despite being said on Thursday that we have never said we will never sell we still have people who think that we have. Can only assume that they haven't read/listened to the address |
Thanks Phil, explains the point made. Personally id want the trust on the board ( even if it is kept in the dark sometimes ) | | | |
| The Trust selling up on 17:02 - Oct 23 with 1290 views | Banosswan |
| The Trust selling up on 16:12 - Oct 23 by exiledclaseboy |
What we're clearly missing here is Shaky's input. |
Shhh, if you say his name three times in to a mirror, he comes up behind you and argues black is white for all eternity. |  |
| 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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| The Trust selling up on 17:58 - Oct 23 with 1169 views | Joe_bradshaw |
They don't have a leg to stand on regarding the shareholders agreement surely?
When Mel Nurse sold his shares back to the club in 2011? They were distributed as per the shareholders agreement. If no such agreement was in place or the one that was in place wasn't valid why we're they distributed in that way? |  |
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| The Trust selling up on 18:03 - Oct 23 with 1164 views | londonlisa2001 |
| The Trust selling up on 17:58 - Oct 23 by Joe_bradshaw |
They don't have a leg to stand on regarding the shareholders agreement surely?
When Mel Nurse sold his shares back to the club in 2011? They were distributed as per the shareholders agreement. If no such agreement was in place or the one that was in place wasn't valid why we're they distributed in that way? |
Mel Nurse's shares were bought back by the club and cancelled.
Not distributed to other shareholders. It had the same effect as it happens, as all shareholders maintained their relative ownership.
The issue on the shareholders agreement as I said earlier, is proving financial loss (if a civil action is taken). | | | |
| The Trust selling up on 18:03 - Oct 23 with 1163 views | Uxbridge |
| 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). |
No, your comments tally largely with counsel, and was confirmed pretty much on Thursday, although the UP position will be further looked at. Learning curve for those of us not au fait with the legals in this area and how clear prejudice in so many ways doesn't amount necessarily to the legal definition.
As you say, the legal recourse wouldn't necessarily tally with the Trusts aims regarding maintaining a stake in the club. |  |
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| The Trust selling up on 18:05 - Oct 23 with 1148 views | 3swan |
The problem as see it is that we can't use logic and morals.
It's all about the legal in's and out's and who can prove it (or not) [Post edited 23 Oct 2016 18:06]
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| The Trust selling up on 18:06 - Oct 23 with 1144 views | Nookiejack |
| The Trust selling up on 16:34 - Oct 23 by londonlisa2001 |
The Trust never could block it though Nookie.
And similarly, couldn't ever block a change to the articles. The issue re shareholders agreement is a different one, as I said earlier.
The big problem in claiming that previously the Trust was a voice amongst many who would not act in concert against it, is that they just have, which rather blows up the whole argument that it was ever more than a minority shareholder.
Edited to add: unless the entire structure could have been viewed as a quasi partnership, which I mentioned earlier in the thread. [Post edited 23 Oct 2016 16:36]
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No but the Trust always had a chance another shareholder could vote with the Trust to block 75% being obtained. Especially on certain issues that might be relevant to them.
If for example unfair related party contracts were given to certain Directors companies - this might mean other Shareholders might vote with the Trust.
If for example Huw Jenkins salary was increased to £5m per annum or consultancy fees were suddenly charged - you might get previously get other shareholders blocking this. As would reduce the value of their shares.
Now the Yanks have 75% so on every issue the Yanks can do what they want. What's to stop them now charging the club 'Monitoring Fees' for all the Directors they have packed the Board with? How much money is now going out of the club for any fees, emoluments and expenses?
Also over the past 14 years have any other shareholders ever voted with the Trust on certain issues - where Trust has been in conflict with the Board?
Do understand your point that shareholders agreement likely to give Trust much stronger protection. It has been discussed on here historically that no shareholder appeared to be allowed to ever achieve more than a 25% holding. Although this might not have ever helped the Trust to achieve 25% safety - it is indicative that a shareholder agreement was in place. | | | |
| The Trust selling up on 18:09 - Oct 23 with 1137 views | Joe_bradshaw |
| The Trust selling up on 18:03 - Oct 23 by londonlisa2001 |
Mel Nurse's shares were bought back by the club and cancelled.
Not distributed to other shareholders. It had the same effect as it happens, as all shareholders maintained their relative ownership.
The issue on the shareholders agreement as I said earlier, is proving financial loss (if a civil action is taken). |
I see.
You can bet your life that if Mel had offered all his shares to the Trust the other shareholders would have invoked the shareholders agreement though.
The very shareholders agreement that isn't valid when it suits them. | |
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| The Trust selling up on 18:10 - Oct 23 with 1135 views | Uxbridge |
| The Trust selling up on 18:06 - Oct 23 by Nookiejack |
No but the Trust always had a chance another shareholder could vote with the Trust to block 75% being obtained. Especially on certain issues that might be relevant to them.
If for example unfair related party contracts were given to certain Directors companies - this might mean other Shareholders might vote with the Trust.
If for example Huw Jenkins salary was increased to £5m per annum or consultancy fees were suddenly charged - you might get previously get other shareholders blocking this. As would reduce the value of their shares.
Now the Yanks have 75% so on every issue the Yanks can do what they want. What's to stop them now charging the club 'Monitoring Fees' for all the Directors they have packed the Board with? How much money is now going out of the club for any fees, emoluments and expenses?
Also over the past 14 years have any other shareholders ever voted with the Trust on certain issues - where Trust has been in conflict with the Board?
Do understand your point that shareholders agreement likely to give Trust much stronger protection. It has been discussed on here historically that no shareholder appeared to be allowed to ever achieve more than a 25% holding. Although this might not have ever helped the Trust to achieve 25% safety - it is indicative that a shareholder agreement was in place. |
And , again detailed on Thursday, there's no shortage of evidence that the original SHA was adhered too, not just signed. Counsel fully supports this view. | |
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| The Trust selling up on 18:19 - Oct 23 with 1110 views | londonlisa2001 |
| The Trust selling up on 18:10 - Oct 23 by Uxbridge |
And , again detailed on Thursday, there's no shortage of evidence that the original SHA was adhered too, not just signed. Counsel fully supports this view. |
And ironically (as I said in another thread) referred to as binding in the new articles of association! | | | |
| The Trust selling up on 18:24 - Oct 23 with 1086 views | londonlisa2001 |
| The Trust selling up on 18:03 - Oct 23 by Uxbridge |
No, your comments tally largely with counsel, and was confirmed pretty much on Thursday, although the UP position will be further looked at. Learning curve for those of us not au fait with the legals in this area and how clear prejudice in so many ways doesn't amount necessarily to the legal definition.
As you say, the legal recourse wouldn't necessarily tally with the Trusts aims regarding maintaining a stake in the club. |
The problem is always in civil cases that you have to prove financial loss.
The court may well agree with the trust being treated unfairly, but would say it has suffered no loss, therefore no recourse.
Hell of a stick to hold over them for the future though. Because every action that they now take without the Trust knowing about it that backfires, could be said to be prejudicial to the value of the Trust's holding. Was the appointment of Bradley a matter that should have been reserved for the Board or shareholders for example ? Is anything in the new articles prejudicial to the value of the Trust's holding? | | | |
| The Trust selling up on 18:27 - Oct 23 with 1076 views | londonlisa2001 |
| The Trust selling up on 18:06 - Oct 23 by Nookiejack |
No but the Trust always had a chance another shareholder could vote with the Trust to block 75% being obtained. Especially on certain issues that might be relevant to them.
If for example unfair related party contracts were given to certain Directors companies - this might mean other Shareholders might vote with the Trust.
If for example Huw Jenkins salary was increased to £5m per annum or consultancy fees were suddenly charged - you might get previously get other shareholders blocking this. As would reduce the value of their shares.
Now the Yanks have 75% so on every issue the Yanks can do what they want. What's to stop them now charging the club 'Monitoring Fees' for all the Directors they have packed the Board with? How much money is now going out of the club for any fees, emoluments and expenses?
Also over the past 14 years have any other shareholders ever voted with the Trust on certain issues - where Trust has been in conflict with the Board?
Do understand your point that shareholders agreement likely to give Trust much stronger protection. It has been discussed on here historically that no shareholder appeared to be allowed to ever achieve more than a 25% holding. Although this might not have ever helped the Trust to achieve 25% safety - it is indicative that a shareholder agreement was in place. |
If they start paying themselves consultancy fees though, that does become an unfair prejudice. They can't do anything that decreases the value of the Trust's shareholding.
I did ask on another thread but it hasn't been answered.
Does Huw Cooze receive a director's fee from Swansea City? Ux? | | | |
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