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Lets get an idea from us fans in general as to the last 6 months or so. A 6 months that's seen us bought out by the Americans in a deal where the old owners sold their souls and us down the river.
We all know they did their best to keep the Trust away from discussions and tried wilfully to get the Trust to sign a legal document stating the old regime's Shareholders Agreement practically meant nothing.
Since then the Trust have parted company with their Supporters Director and Vice Chairman and have been threatening legal action throughout the whole time, also stating on many an occasion that "this can't go on much longer"
As we are now aware from recent statements the Trust feel they are "building bridges" and getting somewhere with the new regime. Do we think this is the right course of action and to trust the new American owners and the remaining old Directors, bearing in mind all that's gone on?
What do the fans think?
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action
[Post edited 21 Feb 2017 14:58]
* BOX OFFICE POST ABOVE* TM
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Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 11:25 - Feb 28 by Nookiejack
Why would anyone:-
(1) conduct due diligence with associated costs;and (2) make an offer for the Trust's shares under the new articles
They are worthless unless Yank's allow the Trust to sell its stake - when the Yank's come to sell.
Finally why would the Yank's ever declare a dividend to make the Trust stronger - when they can take out their return through management fees and sale of shares. So Trust will not receive a return on their shares.
The shares are worthless - take legal action.
So answer me this, how can the Yanks stop the Trust selling its stake? There's a right to first refusal which lasts 30 days as I recall from the Articles. That's barely a blink of the eye in the timeline of such deals.
Also, with regards to management fees, wouldn't we be getting into some interesting legal arguments if a majority shareholder was taking money out of the club while prejudicially not doing so towards other shareholders and directors?
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 10:47 - Feb 28 by Uxbridge
It might have been if he didn't keep on repeating the blatant lie that the Trust's 21% stake is worthless.
Again you play with words. We're talking here about liquidity. The shares are only worth what anyone is prepared to pay for them. We've been stitched up in such a way that they're worthless for any outsider to buy.
Please stop messing with semantics - you're only making yourself look trivial.
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Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 11:40 - Feb 28 with 712 views
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 11:33 - Feb 28 by Nookiejack
I would have no problem of the Trust giving a loan to the club - providing it ranks ahead of all the other creditors - in the creditors waterfall.
The Trust could then impose conditions on club not to take on excessive debt through debt covenants.
If club ever defaulted - Trust would take control of the club through a debt for equity swap.
I think we can agree that's a very unlikely set of circumstances, not least because if the club goes bust, it's unlikely that the only secured creditor would be the Trust.
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 11:40 - Feb 28 by DafyddHuw
Again you play with words. We're talking here about liquidity. The shares are only worth what anyone is prepared to pay for them. We've been stitched up in such a way that they're worthless for any outsider to buy.
Please stop messing with semantics - you're only making yourself look trivial.
And I think you're wrong, and if I was to respond in equally insulting terms you'd be crying foul.
Of course the Trust's stake is only worth whatever someone is prepared to pay. Who on earth has argued otherwise? But to say they're worthless is utterly bonkers.
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 11:40 - Feb 28 by Uxbridge
I think we can agree that's a very unlikely set of circumstances, not least because if the club goes bust, it's unlikely that the only secured creditor would be the Trust.
Why would the Muricans agree to a loan with those conditions anyway?
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 11:44 - Feb 28 by blueytheblue
Why would the Muricans agree to a loan with those conditions anyway?
Of course they wouldn't, especially when if we're in that position I suspect there'll be other loans out there too, some of which may well be from their side.
I'd also be dead set against the Trust ever lending money to the club. The Trust's funds need to be there for the protection of the club's future ... it seems rather counterproductive to me to see those funds tied up in the club which, if it goes under, could see those funds be wiped out either entirely or in part.
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 11:44 - Feb 28 by blueytheblue
Why would the Muricans agree to a loan with those conditions anyway?
They might not have a choice if club has to buy the Trust's shares out and the Yanks haven't got any funding in respect of a rights issue.
So the Trust provides a secured loan loan against the club which also earns interest or payment in kind interest (where the interest rolls up and is repaid at some future date). The Trust would therefore earn a return on its £20m - which it won't currently as Yanks unlikely ever to declare a dividend.
The Trust only needs players to be worth £20m in total - for its loan to be repaid. The debt covenant would also stipulate that the Trust should be repaid if the assets of the club fell below a certain level or ratio of assets to liabilities.
The Trust would then be heavily involved in the decision making through the debt covenants. Of course if Yanks have the funds they inject funds into the club via a rights issue and buy out the Trust.
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Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 12:11 - Feb 28 with 654 views
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 12:07 - Feb 28 by Nookiejack
They might not have a choice if club has to buy the Trust's shares out and the Yanks haven't got any funding in respect of a rights issue.
So the Trust provides a secured loan loan against the club which also earns interest or payment in kind interest (where the interest rolls up and is repaid at some future date). The Trust would therefore earn a return on its £20m - which it won't currently as Yanks unlikely ever to declare a dividend.
The Trust only needs players to be worth £20m in total - for its loan to be repaid. The debt covenant would also stipulate that the Trust should be repaid if the assets of the club fell below a certain level or ratio of assets to liabilities.
The Trust would then be heavily involved in the decision making through the debt covenants. Of course if Yanks have the funds they inject funds into the club via a rights issue and buy out the Trust.
Or they could borrow that £20m somewhere else without such restrictive conditions.
For Ux, something that I think needs adding to your analysis, unless I missed it first time, but I think worth repeating anyway if I did, is that any influence gained by the Trust that negates legal action needs to be enshrined in a way that it cannot be unwound. Otherwise none of these gestures are worth the paper they are not written on.
Plus, it can easily be argued that any choice NOT to go to law, if it is a choice based on the alternative of influence gained, should be ratified by the members.
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 11:47 - Feb 28 by Uxbridge
Of course they wouldn't, especially when if we're in that position I suspect there'll be other loans out there too, some of which may well be from their side.
I'd also be dead set against the Trust ever lending money to the club. The Trust's funds need to be there for the protection of the club's future ... it seems rather counterproductive to me to see those funds tied up in the club which, if it goes under, could see those funds be wiped out either entirely or in part.
Agree on that.
Twice as a Swans fan, I've seen our club has almost been wiped off the football calendar.
The feeling I get on this forum is that this could, or would never happen again, and whatever the Trust board decide...it has to be for this clubs future in the football league.
And not to empty the Trusts bank account through revenge for the underhand and devious way we were sold down the river by the previous shareholders.
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Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 12:19 - Feb 28 with 644 views
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 12:13 - Feb 28 by monmouth
For Ux, something that I think needs adding to your analysis, unless I missed it first time, but I think worth repeating anyway if I did, is that any influence gained by the Trust that negates legal action needs to be enshrined in a way that it cannot be unwound. Otherwise none of these gestures are worth the paper they are not written on.
Plus, it can easily be argued that any choice NOT to go to law, if it is a choice based on the alternative of influence gained, should be ratified by the members.
Oh yes, absolutely. Absolutely no point in a protection regarding dilution for example that could be rewritten 5 minutes later.
I think the legal position, once finalised, needs to be outlined to the members and we go from there. I'd hope that could be done sooner rather than later. It'd be lovely if I could say exactly when, but another thing I've learned is that the legal wheels seem to operate in their own time.
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 12:16 - Feb 28 by Swanseajill
Agree on that.
Twice as a Swans fan, I've seen our club has almost been wiped off the football calendar.
The feeling I get on this forum is that this could, or would never happen again, and whatever the Trust board decide...it has to be for this clubs future in the football league.
And not to empty the Trusts bank account through revenge for the underhand and devious way we were sold down the river by the previous shareholders.
Given the Trust's shares are locked in under the new articles and the Yanks have more than 75% voting power. Nothing to stop the Yanks taking on excessive debt and leveraging the assets of the club. This is how a Venture Capitalist normally boosts its return through debt leverage of the assets.
The Trust does not have the voting power to stop this (and wouldn't notice that this was going on anyway as doesn't get the Management Accounts for 5 months after reported date - although apparently this has recently changed).
So Trust's £20m value at stake would actually be a lot more secure - if it was a secured creditor - ranking above all other creditors.
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Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 12:30 - Feb 28 with 615 views
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 12:24 - Feb 28 by Nookiejack
Given the Trust's shares are locked in under the new articles and the Yanks have more than 75% voting power. Nothing to stop the Yanks taking on excessive debt and leveraging the assets of the club. This is how a Venture Capitalist normally boosts its return through debt leverage of the assets.
The Trust does not have the voting power to stop this (and wouldn't notice that this was going on anyway as doesn't get the Management Accounts for 5 months after reported date - although apparently this has recently changed).
So Trust's £20m value at stake would actually be a lot more secure - if it was a secured creditor - ranking above all other creditors.
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Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 12:24 - Feb 28 by Nookiejack
Given the Trust's shares are locked in under the new articles and the Yanks have more than 75% voting power. Nothing to stop the Yanks taking on excessive debt and leveraging the assets of the club. This is how a Venture Capitalist normally boosts its return through debt leverage of the assets.
The Trust does not have the voting power to stop this (and wouldn't notice that this was going on anyway as doesn't get the Management Accounts for 5 months after reported date - although apparently this has recently changed).
So Trust's £20m value at stake would actually be a lot more secure - if it was a secured creditor - ranking above all other creditors.
PS - I am not arguing for this as would rather the Trust is bought outright and banks the £20m for a rainy day.
It just takes away the argument from the Yank's supporters that they may not have the funds to buy the Trust out.
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Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 12:41 - Feb 28 with 1221 views
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 11:31 - Feb 28 by Uxbridge
Well I didn't vote, as I didn't think the question is flawed ... after past actions, nobody is going to blindly trust (small t) anyone. You can try to form a working relationship while still being well aware of what's happened in the past.
And therein lies the crux of it all. There are a number of questions to ask ourselves, given where we are:
1. In an absolutely ideal scenario, what do we want to happen. Do we want the Trust to be closely involved with the running of the football club, or not?
For me, the answer to that is Yes. It's why the Trust was set up in the first place after all. That need for a voice and presence in the running of the club hasn't gone. It is probably more important now than it's been in almost 15 years.
2. Given that the buyers are stating they want to work with the Trust as partners, what would it take for the Trust to sign up to that?
Well, there's been progress. Stu Mac has been appointed as SD (and I think he's an excellent appointment BTW, absolutely the best man for the job) to the football club board. The gap in terms of the 2002 board representation has now been agreed and addressed. I'd like a second presence on the club board, and while Will will be observing, I'd like that firmed up asap. There are also formal weekly and monthly meetings, and constant dialogue as and when things crop up. This is all excellent stuff IMO.
However, does it address the fundamental issues such as protecting the Trust's stake and influence? On the former, there's certainly a gap there. The Trust can't stop a share issue and without some major fundraising woudl struggle to maintain its stake. However, what we need to remember about any share issue is that shares need to be issued at fair value .... and given the recent £110m valuation of the club, that's £110 a share or near as. Just my personal view, but I'm not against an injection of equity, so long as it's in the club's interests. However, I think formalising the Trust's position in terms of its shareholding, influence, ability to protect the club etc is something that is lacking to date.
3. Should the Trust seek to sell all, or part, of its stake?
That all rather depends on 2 IMO. WIthout influence, there's no point the Trust being around. However, I would argue the Trust has influence now. Some may not think so, but there we are, I disagree. As has been noted, the Americans won't discuss an offer for the Trust's stake until our league position is more settled, which I can understand if not particularly like. So, one question may be, would the Trust be able to maintain it's current levels of engagement if it sold its stake? Unlikely I would wager. Why would the Americans listen? They may have majority control now, but the Trust does have a significant stake, it can't simply be ignored. A part sale? Maybe, however we know from Americans v1.0 that legal guidance is that legally you're stronger the larger stake you have. Plus I really couldn't see us getting a bigger presence at board level if we did that. Maybe that's worth it. I don't know.
4. If those discussions go nowhere, should the Trust go down legal channels?
For me, entirely depends on the strength of the case. If the legal guidance is that we can win, and the members want it, then it will happen. However we need to be conscious that it would come with consequences - relationships will break down, probably terminally, and it will be a very expensive business. That 800k will be significantly dented, it may even be almost swallowed up. Shaky's right when he says 5k doesn't buy much of a top QC's time. 160 days at that rate and the fund is gone.
5. Should the Trust just go to court anyway, given that legal guidance already suggests breaches of contract and possible criminal acts.
As times, when I'm most piissed off, I'd agree. However, this can't be entirely emotionally based, it has to be what's best for the Trust, the members, the fans ... and by proxy of all three, the club to a degree. I'd love to see certain people in the dock, but I'm not sure that's how that would even work. Plus, for those thinking this would result in certain people leaving the club, there's no guarantee of that at all.
It's a complex issue. From my non legal mind, and going back to my old Finance textbooks, what Shaky says regarding shareholder value being impacted makes total sense. Question is whether a) it makes legal sense or b) it's an argument that could stand up in court are other things entirely. When we have that definitive legal guidance I'll be going along with that. However, let's not kid ourselves that legal action wouldn't have a significant detrimental effect on the club ... it would, and it's why it must be the last resort. So, to answer your question, I suspect that's why the majority (in this admittedly very small poll) have said they're rather try and get things to work through dialogue rather than go to court.
So, no legal action will be taken. That is the impression I get after reading your post.
#backtojack
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Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 12:50 - Feb 28 with 1197 views
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 12:41 - Feb 28 by Landore_Jack
So, no legal action will be taken. That is the impression I get after reading your post.
Me too.
I really think this has been handled the wrong way.
As I said there should have been a contingency plan in place for such an event...there was nothing.
Now all the Trust is doing the last few months is floundering waiting for the advice from a top QC who is going to wipe out a big chunk of bank account.Then it will be put to the vote of a bunch of football fans who would have no idea of how to vote because they don't understand the technicalities involved.
It should just have gone to court very quickly,low key with the legal team of the Trust and a good law firm behind them. The Yanks and sellouts I feel would have settled this out of court a long time ago because it would have put the wind up them
Now they are just laughing at the Trust. As time goes by it will become more unlikely anything will be done.
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Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 12:50 - Feb 28 by Lord_Bony
Me too.
I really think this has been handled the wrong way.
As I said there should have been a contingency plan in place for such an event...there was nothing.
Now all the Trust is doing the last few months is floundering waiting for the advice from a top QC who is going to wipe out a big chunk of bank account.Then it will be put to the vote of a bunch of football fans who would have no idea of how to vote because they don't understand the technicalities involved.
It should just have gone to court very quickly,low key with the legal team of the Trust and a good law firm behind them. The Yanks and sellouts I feel would have settled this out of court a long time ago because it would have put the wind up them
Now they are just laughing at the Trust. As time goes by it will become more unlikely anything will be done.
Totally agree. They have been stitched up and now they want to build bridges. Unbelievable. If the QC believes they have a strong case then they should sue.
#backtojack
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Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 13:19 - Feb 28 with 1115 views
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 13:11 - Feb 28 by Lord_Bony
Absolute nonsense.
You guys are making some bad decisions here.
Do you realise a top QC can charge £5,000 PER HOUR and £50,000 PER DAY in court.
The Trust does not have that kind of money to play with.
There is no need for a top QC in this.
Leaving aside your sums being way off, we're talking about a guidance here. Not the same chap then instigating legal action.
It's a lovely theory that the Trust could have just rocked up in court months ago with some sort of court case and everything would then have been sorted. A bit unrealistic though.
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 13:12 - Feb 28 by Landore_Jack
Totally agree. They have been stitched up and now they want to build bridges. Unbelievable. If the QC believes they have a strong case then they should sue.
And again, for the umpteenth and final time, if the QC says that, then the members will be able to decide that accordingly.
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