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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
I am the resurrection and i am the light. I couldn’t ever bring myself to hate you as i’d like
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 08:34 - Feb 26 by londonlisa2001
Firstly - I am qualified as an accountant shaky but haven't been an accountant (in the way you mean) for a long time. Neither, for the absence of doubt am I a PR professional, secretary, nor do I work as a liquidator :-) But that's by the by.
Anyway - re control premium. I agree with your point that a control premium exists (or should do) - my explanation is simply of the counter argument that the Trust had no provable claim on it. I personally agree that the potential existed, but the argument that will be used (and it's a legal one rather than anything else as I understand it) is that there were any number of ways that 'control' could be passed (by different combinations of shareholders), and so the Trust would find it difficult to establish that they had entitlement to it. In commercial terms (and in my personal view, sensible terms) again I agree that on the face of it, a minority with a single majority is 'worth' less than a stake that is one of a number of smaller stakes, each of which is a minority. It's irrefutable. The legal argument, however, is that they have a stake of 21% in a company where the other shareholders could agree to provide the necessary majority. Your point is that there is definitively no control premium that could ever be accessed now, whereas before that wasn't the case. It's a point I agree with - I was giving the legal counter argument as I understand it (not being a lawyer).
The issue I raised about the new structure's effect on liquidity goes to value for the reasons I said (and you have repeated). Basically, a share that cannot be sold (I am simplifying) is worthless, irrespective of 'book' value. It is irrelevant how many times shares have been sold in the past incidentally. (Liquidity is by the way, a perfectly reasonable way for this issue to be described in the context of a private company - it is frequently described as such but that's irrelevant.)
I think I see what you are getting at in respect of the apparent objection on the control issue.
However, regardless of an appeal to the authority of European Law, that misses the circumstances described in the case law I cited. Sharp v Blank specifically describes circumstances similar to the Trust's situation where the directors owe an elevated duty of care and fiduciary duties to shareholders broadly, as opposed to the company only, plus the other factors I mentioned.
Problem solved.
On the other point about disenfranchising the Trust's shares, regardless of what you call it the difference is that it is a matter of potential and therefore uncertain future loss, whereas the control premium has already been gobbled up by the sellers (in cash or locked in via option agreements, doesn't really matter).
This remoteness is somewhat dodgy in its own right, but also places it in direct conflict with a ruling in one of the other key cases on this subject, Peskin v Anderson.
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 18:28 - Feb 26 by TheResurrection
Will Phil Sumbler ever answer the points raised in this thread?
Please find the time if you don't mind.
I understand your impatience, but knowing a bit about how lawyers work they will want to look at the cases I have cited and then probably spend a day or two thinking about things before coming to a conclusion whether my proposed legal strategy is worth pursuing.
Their job is to find holes and weaknesses, and up to a certain point the longer it takes for a response the better news it is.
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 20:28 - Feb 26 by Shaky
I understand your impatience, but knowing a bit about how lawyers work they will want to look at the cases I have cited and then probably spend a day or two thinking about things before coming to a conclusion whether my proposed legal strategy is worth pursuing.
Their job is to find holes and weaknesses, and up to a certain point the longer it takes for a response the better news it is.
Don't you think it's a little concerning if the legal people the Trust have employed haven't already looked into some of your case examples?
You know, that being what they are getting paid for and all that??
* BOX OFFICE POST ABOVE* TM
I am the resurrection and i am the light. I couldn’t ever bring myself to hate you as i’d like
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 22:47 - Feb 26 by TheResurrection
Don't you think it's a little concerning if the legal people the Trust have employed haven't already looked into some of your case examples?
You know, that being what they are getting paid for and all that??
Let's just say as I see it nobody associated with the Trust has exactly covered themselves in glory at this point.
However, over the years I have spent quite significant sums of clients' money on legal fees. And knowing some of the pitfalls and the need to project manage from an informed position as far as possible, I can see where things may not have gone quite as they should.
Regardless, we are where are, so let's hope for the best, because the people who have voted in this poll to engage with the owners no doubt represent the small minority of fans who have as yet failed to grasp what a God-awful situation the Trust presently finds itself in.
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 22:19 - Feb 26 by Loyal
I would have thought sub judicial matters prevent him.
Let me tell you given that this is not a criminal matter and that there are no relevant confidentiality issues, anybody who says this case can't be discussed for legal reasons is talking 100% pure grade A bullshit.
As a onetime longstanding M&A practitioner I have argued that there is a strong public interest in bringing this case to court, to hopefully get a UK high court ruling in response to the European Court of Justice's invitation to safeguard equal treatment of all shareholders in unlisted company takeovers.
However, I recognise that it would not necessarily be in the club's interest to go through a trial, and it is certainly less expensive for those involved and as such is typically in the best interest of both parties.
Therefore if you have a strong case, which I believe this is, you want to flaunt it to force the other side to settle.
However, if that happens here and the settlement doesn't reflect the strength of that position I would be very disappointed.
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 09:36 - Feb 27 by Shaky
Let me tell you given that this is not a criminal matter and that there are no relevant confidentiality issues, anybody who says this case can't be discussed for legal reasons is talking 100% pure grade A bullshit.
As a onetime longstanding M&A practitioner I have argued that there is a strong public interest in bringing this case to court, to hopefully get a UK high court ruling in response to the European Court of Justice's invitation to safeguard equal treatment of all shareholders in unlisted company takeovers.
However, I recognise that it would not necessarily be in the club's interest to go through a trial, and it is certainly less expensive for those involved and as such is typically in the best interest of both parties.
Therefore if you have a strong case, which I believe this is, you want to flaunt it to force the other side to settle.
However, if that happens here and the settlement doesn't reflect the strength of that position I would be very disappointed.
Assume the Trust proceed with the legal action against the previous and possible new owners, what outcome is likely or possible should the Trust win the case? Any idea?
I feel that they need to get the local press involved, spread it over the front and back pages. It's a big story which has gone almost under the radar as the Trust havent adequately dealt with the situation, preferring to 'build bridges'
At least make everyone aware of the seriousness of the actions by the previous owners and make them squirm a bit. All of this will help to strengthen the case.
Only an idiot would eat a turkey curry on Christmas day
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Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 09:50 - Feb 27 with 966 views
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 09:44 - Feb 27 by swancity
Assume the Trust proceed with the legal action against the previous and possible new owners, what outcome is likely or possible should the Trust win the case? Any idea?
I feel that they need to get the local press involved, spread it over the front and back pages. It's a big story which has gone almost under the radar as the Trust havent adequately dealt with the situation, preferring to 'build bridges'
At least make everyone aware of the seriousness of the actions by the previous owners and make them squirm a bit. All of this will help to strengthen the case.
In the Unfair Prejudice claim the remedy would typically be to force the company to buy the Trust's shares at the same price as was paid to the selling shareholders back in July.
On the activist bit, I disagree.
As I see it the point is to settle with the least disruption to the club. What purpose does revenge serve? It is just destructive and sours the relationship that could be constructive, especially starting from a clean slate where the supporters trust has close to £25 million in the bank.
That's a real force to be reckoned with, sitting on the sidelines with the financial clout to take advantage of any missteps by the management.
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 09:50 - Feb 27 by Shaky
In the Unfair Prejudice claim the remedy would typically be to force the company to buy the Trust's shares at the same price as was paid to the selling shareholders back in July.
On the activist bit, I disagree.
As I see it the point is to settle with the least disruption to the club. What purpose does revenge serve? It is just destructive and sours the relationship that could be constructive, especially starting from a clean slate where the supporters trust has close to £25 million in the bank.
That's a real force to be reckoned with, sitting on the sidelines with the financial clout to take advantage of any missteps by the management.
'What purpose does revenge serve '
It may well assist in being able to reach an out of court settlement. A satisfactory one that is. It will raise the bar in terms of pressure on the previous owners. I agree that the relationship with the new owners is something that needs to be developed but as for the previous owners ? That's a different ball game imo.
Thanks for your interesting comments by the way. I hope that the Trust are taking note.
Only an idiot would eat a turkey curry on Christmas day
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Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 10:42 - Feb 27 with 926 views
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 08:10 - Feb 23 by monmouth
Indeed. Trussed up like an oven ready chicken. But it is all about where that predjudice line is. Even if the current change of articles were deemed illegal, in form, nothing to stop them all giving the required notice and repeating it legally. I'm not surprised the legal action position is so unclear. Plus 900k isn't a lot in legal fee terms....they simply might not have the funds for the case when you consider what would be set against them.
It's an unholy mess. Thanks 'fans'. You c*nts.
'Even if the current change of articles were deemed illegal, in form, nothing to stop them all giving the required notice and repeating it legally.'
I was thinking about this point this point this morning - question is why was the change of articles done just before the sale - by the selling shareholders (excluding the Trust).
If there was nothing to stop Yanks doing this after they acquired the shares - why were the articles changed before the sale?
It could be that the Yanks didn't want to be seen changing the articles - they were just buying the shares in good faith, where the 'Majprity' shareholder (as described in the new articles) has most of the rights. By acquiring the shares they were going to become the 'Majority' shareholder'.
Putting aside issues where you would think that the Directors of the club have a duty to inform all shareholders of a proposed resolution to change the articles - I can then understand Monmouth's point that Original Shareholders Agreement shouldn't have allowed all the selling shareholders to effectively gang up against the Trust, to change the articles and sell the shares - leaving the Trust in a minority position, with no chance of acquiring a control premium, no liquidity for its shares and the only possibility of ever receiving a dividend - is f the Yanks (as majority shareholder') decide. (Why would they ever declare a dividend as will put the Trust in a stronger position and can achieve their return through Management Fees and sales of their shares).
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Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 10:55 - Feb 27 with 903 views
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 10:42 - Feb 27 by Nookiejack
'Even if the current change of articles were deemed illegal, in form, nothing to stop them all giving the required notice and repeating it legally.'
I was thinking about this point this point this morning - question is why was the change of articles done just before the sale - by the selling shareholders (excluding the Trust).
If there was nothing to stop Yanks doing this after they acquired the shares - why were the articles changed before the sale?
It could be that the Yanks didn't want to be seen changing the articles - they were just buying the shares in good faith, where the 'Majprity' shareholder (as described in the new articles) has most of the rights. By acquiring the shares they were going to become the 'Majority' shareholder'.
Putting aside issues where you would think that the Directors of the club have a duty to inform all shareholders of a proposed resolution to change the articles - I can then understand Monmouth's point that Original Shareholders Agreement shouldn't have allowed all the selling shareholders to effectively gang up against the Trust, to change the articles and sell the shares - leaving the Trust in a minority position, with no chance of acquiring a control premium, no liquidity for its shares and the only possibility of ever receiving a dividend - is f the Yanks (as majority shareholder') decide. (Why would they ever declare a dividend as will put the Trust in a stronger position and can achieve their return through Management Fees and sales of their shares).
PS
By changing the articles just before sale - it looks like the Yank have specifically asked the Selling Shareholders to change the articles - as a condition of them acquiring the shares.
Hence does this bring the Yanks into the litigation loop - as could this evidence that the Selling Shareholders and Yanks have all concertedly 'ganged' up against the Trust?
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Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 11:30 - Feb 27 with 868 views
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 09:50 - Feb 27 by Shaky
In the Unfair Prejudice claim the remedy would typically be to force the company to buy the Trust's shares at the same price as was paid to the selling shareholders back in July.
On the activist bit, I disagree.
As I see it the point is to settle with the least disruption to the club. What purpose does revenge serve? It is just destructive and sours the relationship that could be constructive, especially starting from a clean slate where the supporters trust has close to £25 million in the bank.
That's a real force to be reckoned with, sitting on the sidelines with the financial clout to take advantage of any missteps by the management.
Going back to my earlier point Shaky,is it possible for the Trust to bring a "trial case" to court,low key, just to test the strength of their case before committing to a full scale legal battle?
Just keeping matters very simple and clear cut to start with.
PROUD RECIPIENT OF THE THIRD PLANET SWANS LIFETIME ACHIEVEMENT AWARD.
"Per ardua ad astra"
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 11:38 - Feb 27 by perchrockjack
If I can briefly interrupt you erudite posters , just who do you want to own our club.
What was the purpose of the Trust
Is it still relevant
I will try and keep this as simple as I can for you.
It is VERY IMPORTANT for the Trust to be respected by any owners of the club.
What took place recently with the takeover was very wrong and possibly illegal.
If the Trust lets itself get bossed around and ignored on important matters then that is not good for SCFC.
For a court at least in principle,to agree that the Trust has a strong legal case for recompense puts it in a very strong position once more. This would make it less likely for this kind thing to happen in future.
It is a matter of principle that the Trust is seen as a force to be reckoned with,not ignored and left out of major decisions in future . It's nothing to do with getting revenge on the owners and going to war and causing upset to the manager as you seem to think.
This is all about preventing the Trust being usurped in future decisions.
Of course if the Trust chose to do nothing, then that's up to them...
PROUD RECIPIENT OF THE THIRD PLANET SWANS LIFETIME ACHIEVEMENT AWARD.
"Per ardua ad astra"
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 11:38 - Feb 27 by perchrockjack
If I can briefly interrupt you erudite posters , just who do you want to own our club.
What was the purpose of the Trust
Is it still relevant
It certainly is not being left in a minority position where:-
- Yanks can change articles in their favour - at any time.
- Trust can't sell its share (re: 'Right of First Negotiation' under the New Articles).
- Trust is unlikely ever to receive a future dividend (Why would the Yanks ever declare a dividend to make the Trust stronger - when they can pay themselves Management Fees?).
- Trust can't stop excessive debt being fostered on club. (Ah but then Trust would launch action for unfair prejudice - believe that if you will?)
- Trust can't stop management fees being extracted from the club.
- Trust can't stop being diluted away on a new issue of shares.
........................ so what is the point of keeping the 21%?
Launch legal action and bank the money for a rainy day - if Trust wins.
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Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 12:23 - Feb 27 with 792 views
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 11:53 - Feb 27 by Lord_Bony
I will try and keep this as simple as I can for you.
It is VERY IMPORTANT for the Trust to be respected by any owners of the club.
What took place recently with the takeover was very wrong and possibly illegal.
If the Trust lets itself get bossed around and ignored on important matters then that is not good for SCFC.
For a court at least in principle,to agree that the Trust has a strong legal case for recompense puts it in a very strong position once more. This would make it less likely for this kind thing to happen in future.
It is a matter of principle that the Trust is seen as a force to be reckoned with,not ignored and left out of major decisions in future . It's nothing to do with getting revenge on the owners and going to war and causing upset to the manager as you seem to think.
This is all about preventing the Trust being usurped in future decisions.
Of course if the Trust chose to do nothing, then that's up to them...
Just a point of order Bony, we, the members, are the Trust. It must be up to 'us', not 'them'
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 12:23 - Feb 27 by monmouth
Just a point of order Bony, we, the members, are the Trust. It must be up to 'us', not 'them'
True,but that means "we" are screwed then.
For a bunch of football fans to take decisive legal action is not going to happen,especially when the vast majority have not got the slightest idea of any wrong doings behind the scenes.
So if it's down to the fans to make a stand , the owners can pretty much do as they please...
PROUD RECIPIENT OF THE THIRD PLANET SWANS LIFETIME ACHIEVEMENT AWARD.
"Per ardua ad astra"
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 12:32 - Feb 27 by Lord_Bony
True,but that means "we" are screwed then.
For a bunch of football fans to take decisive legal action is not going to happen,especially when the vast majority have not got the slightest idea of any wrong doings behind the scenes.
So if it's down to the fans to make a stand , the owners can pretty much do as they please...
Not the fans, the members, and not to do anything other than to decide or ratify whatever tactics are adopted.
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 11:30 - Feb 27 by Lord_Bony
Going back to my earlier point Shaky,is it possible for the Trust to bring a "trial case" to court,low key, just to test the strength of their case before committing to a full scale legal battle?
Just keeping matters very simple and clear cut to start with.
I'm afraid I don't see how that would be possible.
But as I said, to me at least the case looks very strong, involving 3 different arguments as to why the Trust has been wronged in law. What the Americans might refer to as a triple lock!
And on the question of legal fees, as I said this is potentially a very important landmark case involving UK and European company law, with a reasonable chance of winning judgement on a clean sweep of the arguments.
As I see it high profile barristers should be falling over themselves to take this on for free, if you can sell it properly.
Build Bridges with Americans/Sell Outs or Respectfully Proceed with Legal Action on 13:15 - Feb 27 by Shaky
I'm afraid I don't see how that would be possible.
But as I said, to me at least the case looks very strong, involving 3 different arguments as to why the Trust has been wronged in law. What the Americans might refer to as a triple lock!
And on the question of legal fees, as I said this is potentially a very important landmark case involving UK and European company law, with a reasonable chance of winning judgement on a clean sweep of the arguments.
As I see it high profile barristers should be falling over themselves to take this on for free, if you can sell it properly.
[Post edited 27 Feb 2017 13:17]
On your last part - that being that if they take this case 'pro-bono' and win, they'll open the floodgates to represent others?
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