| Kaplan and Levien say the Trust didn't know 20:21 - Apr 4 with 9058 views | Darran |
What have people got to say about that then?
Clearly they're thrown Leigh Dineen and Huw Jenkins under the bus here.
[Post edited 4 Apr 2017 20:21]
|  |
| |  |
| Kaplan and Levien say the Trust didn't know on 23:12 - Apr 4 with 1338 views | LeonWasGod |
| Kaplan and Levien say the Trust didn't know on 23:07 - Apr 4 by Lord_Bony |
That is such a HUGE illegality and wrong doing of The Trust by the other parties it is unbelievable if it is the case.
Furthermore,if it is indeed the case The Trust should not hesitate to sue as it has been short changed during the deal. |
If true, agreed. I've tried to steer clear of it tbh, as without being party to the original discussions it's almost impossible to know what went on. So we rely in the Trust to protect their own (and our) interests. They've had a while to regroup now after the Supporters Director distraction/c0ck-up. So it would be nice to know what's going on (presumably that's the point of this thread; reporting back on tonight's meeting - I'm probably behind, haven't had chance to catch up yet and couldn't go tonight as i'm still working). |  | | |
| Kaplan and Levien say the Trust didn't know on 23:16 - Apr 4 with 1328 views | Lord_Bony |
So where we re at now?
Just waiting for the QC who we was promised would give us an answer over 4 weeks ago and still nothing...
The fans deserve to be kept in the loop and know whats happening here. |  |
| |
| Kaplan and Levien say the Trust didn't know on 23:20 - Apr 4 with 1319 views | monmouth |
| Kaplan and Levien say the Trust didn't know on 23:11 - Apr 4 by Lord_Bony |
Really cant see how they could achieve that without the agreement of The Trust. |
75% agreement is all that's needed to change articles LB, hence the 'magic' 25%. Doesn't seem like they followed proper notice procedure though, which is a technically illegal breach of the companies act I think. Criminal offence too apparently, but I'm not sure what the remedies are. Fine of some sort I imagine. I don't see how that helps as presumably that won't change the vote, or at the worst they could just do it again, with proper notice.
The s/h agreement issue and that quasi partnership stuff might be the crux.
Anyway, I'm out. [Post edited 5 Apr 2017 8:39]
|  |
| |
| Kaplan and Levien say the Trust didn't know on 23:27 - Apr 4 with 1296 views | Lord_Bony |
| Kaplan and Levien say the Trust didn't know on 23:20 - Apr 4 by monmouth |
75% agreement is all that's needed to change articles LB, hence the 'magic' 25%. Doesn't seem like they followed proper notice procedure though, which is a technically illegal breach of the companies act I think. Criminal offence too apparently, but I'm not sure what the remedies are. Fine of some sort I imagine. I don't see how that helps as presumably that won't change the vote, or at the worst they could just do it again, with proper notice.
The s/h agreement issue and that quasi partnership stuff might be the crux.
Anyway, I'm out. [Post edited 5 Apr 2017 8:39]
|
Thats a fair point about the 75% but this is what the law says on it....
"Any change must be in the genuine best interests of the whole company, not just designed to meet the needs of some members. While this doesn’t mean that every member must agree to a change to the articles, such change cannot be used by a majority to discriminate against the minority or deprive minority shareholders of their statutory rights as shareholders."
The Trust has a very strong case.
Why the hell The Trust would spend a fortune on a QC is unbelievable when simple company law is available in the public domain for free....
This post has been edited by an administrator | |
| |
| Kaplan and Levien say the Trust didn't know on 23:42 - Apr 4 with 1228 views | swan65split |
| Kaplan and Levien say the Trust didn't know on 23:16 - Apr 4 by Lord_Bony |
So where we re at now?
Just waiting for the QC who we was promised would give us an answer over 4 weeks ago and still nothing...
The fans deserve to be kept in the loop and know whats happening here. |
I suppose we will now at the end of the Season, when we are down, and half the supporters are away from here and supporting Reading the new Prem team. |  | | |
| Kaplan and Levien say the Trust didn't know on 23:44 - Apr 4 with 1216 views | QJumpingJack |
What a mess from which ever side you look at it from.
13 years of great work and progress has been completely destroyed in 2016. Sad. |  | | |
| Kaplan and Levien say the Trust didn't know on 23:55 - Apr 4 with 1196 views | Nookiejack |
| Kaplan and Levien say the Trust didn't know on 23:44 - Apr 4 by QJumpingJack |
What a mess from which ever side you look at it from.
13 years of great work and progress has been completely destroyed in 2016. Sad. |
47 clubs have played in the Premier League since its inception. Promotion and relegation have been extremely fluid bar the top 7 clubs (including Everton).
We have punched above our weight and it has been a considerable achievement to stay in the PL for so long.
However we have no divine right to stay in the PL forever.
The Trust's responsibility is to protect the club. They could have banked the £21m for rainy day and the club would then be able to avoid a Leyton Orient situation.
The Leaders of the Trust are going to have considerable egg on their face, if we go down and into a negative spiral and the £21m of value dissipates into thin air.
It must be now close to a year when we first heard the news about the Yanks takeover - yet there has been inaction and delay. | | | |
| Kaplan and Levien say the Trust didn't know on 23:58 - Apr 4 with 1181 views | Darran |
| Kaplan and Levien say the Trust didn't know on 23:55 - Apr 4 by Nookiejack |
47 clubs have played in the Premier League since its inception. Promotion and relegation have been extremely fluid bar the top 7 clubs (including Everton).
We have punched above our weight and it has been a considerable achievement to stay in the PL for so long.
However we have no divine right to stay in the PL forever.
The Trust's responsibility is to protect the club. They could have banked the £21m for rainy day and the club would then be able to avoid a Leyton Orient situation.
The Leaders of the Trust are going to have considerable egg on their face, if we go down and into a negative spiral and the £21m of value dissipates into thin air.
It must be now close to a year when we first heard the news about the Yanks takeover - yet there has been inaction and delay. |
Who would have paid them £21million again? | |
| |
Login to get fewer ads
| Kaplan and Levien say the Trust didn't know on 00:04 - Apr 5 with 1160 views | Nookiejack |
| Kaplan and Levien say the Trust didn't know on 23:58 - Apr 4 by Darran |
Who would have paid them £21million again? |
Take them to court and the remedy is either the selling shareholders have to buy out the Trust's shares, the Yanks or the club.
The judge will decide. | | | |
| Kaplan and Levien say the Trust didn't know on 00:09 - Apr 5 with 1152 views | Nookiejack |
| Kaplan and Levien say the Trust didn't know on 00:04 - Apr 5 by Nookiejack |
Take them to court and the remedy is either the selling shareholders have to buy out the Trust's shares, the Yanks or the club.
The judge will decide. |
Chances of Success
In general terms, the Courts have, over recent years, restricted the extent to which relief is given for unfair prejudice. The Petitioner must therefore normally prove an actual breach of terms that have been agreed as to how the Company will be run, or show that such terms were being used in a way which offends equitable considerations.
Take a look at the last remedy
http://www.ashfords.co.uk/article/guide-to-unfair-prejudice-against-shareholders
Remedies Available
Section 996 of the Companies Act 2006(2) lists particular types of orders which may be made by the Court if it decides that there has been unfair prejudice, although the Court retains a general discretion under Section 996(1) to make any order it thinks fit. The powers listed in 996(2) provide that the Court can:
regulate the conduct of the Company's affairs in the future;
require the Company to refrain from doing or continuing an act complained of, or to do an act which the Petitioner has complained that it has omitted to do;
authorise civil proceedings to be brought in the name and on behalf of the Company by such person/s and on such terms as the Court may direct;
require the Company not to make any, or any specified, alterations in its articles without the leave of the court; and
provide for the purchase of the shares of any members of the Company by other members or by the Company itself and, in the case of the purchase by the Company itself, the reduction of the Company's capital accordingly. | | | |
| Kaplan and Levien say the Trust didn't know on 00:10 - Apr 5 with 1148 views | dobjack2 |
| Kaplan and Levien say the Trust didn't know on 22:58 - Apr 4 by Nookiejack |
No when you look at Companies House documentation the change in Articles were only signed by the selling shareholders excluding the Trust.
The Yanks must have asked for the Articles to be changed as a condition of their purchase?
Why didn't they ask the question are the Trust happy with the change in Articles given they were/are a 21% shareholder.
Why were they happy to proceed when the Trust did not sign this off? |
It would appear that they didn't give a flying one. It reads as just another pr exercise. | | | |
| Kaplan and Levien say the Trust didn't know on 00:17 - Apr 5 with 1134 views | WarwickHunt |
| Kaplan and Levien say the Trust didn't know on 22:34 - Apr 4 by Swanseajill |
The owners were talking about taking over the Liberty, and are in talks daily regarding the ownership of the stadium.
But their main priority is the squad, and to get back to PL if we should go down to the championship.
They have a "credit line" which is the Sky payments that they receive three times a year, this credit line is for borrowing between those payments.
They believe the club will need to make a better job when recruiting new players. |
They're INVESTORS mun! Taking us to the next level!
That's right Jenkins, isn't it? CÛNT. |  | | |
| Kaplan and Levien say the Trust didn't know on 00:42 - Apr 5 with 1103 views | Swanseajill |
| Kaplan and Levien say the Trust didn't know on 00:17 - Apr 5 by WarwickHunt |
They're INVESTORS mun! Taking us to the next level!
That's right Jenkins, isn't it? CÛNT. |
All I can say is. that tonight ( last night in fact) the investors had a surprise with the questions and the anger, frustrations, and huge disappointment of the trust members that attended the meeting.
We, as fans can only continue to support our club in anyway we can, as plebs we have no alternative.
Gaining the ownership of the ground will NOT bring in revenue for many years after the expansion after the costs are met. But will of course be an asset along with the players currently under contract.
The new 'investors' did repeat tonight, that the squad is priority.
Please don't call the grammar police in though Warwick, tired typing here. |  | | |
| Kaplan and Levien say the Trust didn't know on 08:13 - Apr 5 with 968 views | DafyddHuw |
| Kaplan and Levien say the Trust didn't know on 21:07 - Apr 4 by BarrySwan |
I'm sorry I just don't buy the 'Don't engage with the Trust nonsense"
They may well have been told that by the trash that used to own the club, however if you're buying a £100m business you make it your business to engage and talk to all the shareholders especially ones holding 21% of the shares.
How can you value the share sale until you find out how much each shareholder requires for their shares for a start?
I'd say it was incumbent on the Americans to seek out and talk to the Trust and for that matter any other major shareholder. |
Exactly. Why are the Yanks being let off the hook here?
They went along with not informing the Trust. Where was their moral compass then?
And if they didn't have the morals to get the Trust into the loop when buying the club, how can we trust them to have any morals about any other decisions they make? |  | | |
| Kaplan and Levien say the Trust didn't know on 08:35 - Apr 5 with 913 views | Nookiejack |
| Kaplan and Levien say the Trust didn't know on 23:20 - Apr 4 by monmouth |
75% agreement is all that's needed to change articles LB, hence the 'magic' 25%. Doesn't seem like they followed proper notice procedure though, which is a technically illegal breach of the companies act I think. Criminal offence too apparently, but I'm not sure what the remedies are. Fine of some sort I imagine. I don't see how that helps as presumably that won't change the vote, or at the worst they could just do it again, with proper notice.
The s/h agreement issue and that quasi partnership stuff might be the crux.
Anyway, I'm out. [Post edited 5 Apr 2017 8:39]
|
I understand your point about the 75% - however given the articles must have been changed as a condition of the sale - this drags the Yanks in from a remedy perspective.
The judge can decide who should buy the Trusr's shares that might be selling shareholders, Yanks in that on the face of it have been complicit with the change of Articles or the club itself.
You would think the Yanks would not be worried about losing under the Original Shareholders Agreement as the selling shareholders have provided warranties to the Yanks for this.
Hence if judge decide that Yanks should buy the Trust's shared under the Original Shareholders Agreement then they could require the selling shareholders to cough up under the warranties which the Original Shareholders provides to the Yanks.
The Trust has never given comment on whether the selling shareholders gave warranties in respect of changing the articles without asking the Trust. Therefore the Yanks could be more exposed here - if judge decides the Yanks should buyout the Trust's shares.
The Yank's may of course just come to the negotiating table as soon as legal action is started.
The Trust in my view must be aware of Leyton Orient position it again in my view has a duty to protect the club for the long term. If we are relegated can easily go into a downward spiral. | | | |
| Kaplan and Levien say the Trust didn't know on 08:37 - Apr 5 with 905 views | BanosPerth |
| Kaplan and Levien say the Trust didn't know on 08:13 - Apr 5 by DafyddHuw |
Exactly. Why are the Yanks being let off the hook here?
They went along with not informing the Trust. Where was their moral compass then?
And if they didn't have the morals to get the Trust into the loop when buying the club, how can we trust them to have any morals about any other decisions they make? |
'Moral compass' ? C'mon, you must be joking, we are talking about Trump-style American businessmen here ... | | | |
| Kaplan and Levien say the Trust didn't know on 08:43 - Apr 5 with 890 views | Landore_Jack |
| Kaplan and Levien say the Trust didn't know on 08:35 - Apr 5 by Nookiejack |
I understand your point about the 75% - however given the articles must have been changed as a condition of the sale - this drags the Yanks in from a remedy perspective.
The judge can decide who should buy the Trusr's shares that might be selling shareholders, Yanks in that on the face of it have been complicit with the change of Articles or the club itself.
You would think the Yanks would not be worried about losing under the Original Shareholders Agreement as the selling shareholders have provided warranties to the Yanks for this.
Hence if judge decide that Yanks should buy the Trust's shared under the Original Shareholders Agreement then they could require the selling shareholders to cough up under the warranties which the Original Shareholders provides to the Yanks.
The Trust has never given comment on whether the selling shareholders gave warranties in respect of changing the articles without asking the Trust. Therefore the Yanks could be more exposed here - if judge decides the Yanks should buyout the Trust's shares.
The Yank's may of course just come to the negotiating table as soon as legal action is started.
The Trust in my view must be aware of Leyton Orient position it again in my view has a duty to protect the club for the long term. If we are relegated can easily go into a downward spiral. |
Is it possible that the Americans were not aware of the existing shareholders agreement, and the selling shareholders were that desperate to sell? Hence why the articles of association was changed just before the sale. |  |
| |
| Kaplan and Levien say the Trust didn't know on 08:46 - Apr 5 with 878 views | Nookiejack |
| Kaplan and Levien say the Trust didn't know on 08:43 - Apr 5 by Landore_Jack |
Is it possible that the Americans were not aware of the existing shareholders agreement, and the selling shareholders were that desperate to sell? Hence why the articles of association was changed just before the sale. |
The thing is the Articles were changed in favour of the 'Majority' shareholder.
Why would the selling shateholders change them to this - when prior to the sale no shareholder was in the 'Majority'.
By deduction the Yanks must have asked for this as a condition of sale. | | | |
| Kaplan and Levien say the Trust didn't know on 08:49 - Apr 5 with 870 views | BanosPerth |
| Kaplan and Levien say the Trust didn't know on 21:00 - Apr 4 by jack2jack |
Why is it only now the penny has dropped for the Americans,these are clever business people, it's all been said on here before,now they realise they've been sold a pup,and it'll get worse, if the club gets relegated.
Surely this isn't going to do much for the relationship between Jenkins and the owners,seems like the sh!T is going to hit the fan sooner rather than later. |
Clever business people for sure - but not clever enough to do a basic 'due diligence' before purchase ? It is hard to believe that they have only just realised that they have been sold a pup. They must have smelled a rat from the start, but chose to ignore the stench, hoping that it would dissipate. And to round off the trio of animal metaphors, the chickens are now starting to come home to roost. | | | |
| Kaplan and Levien say the Trust didn't know on 08:54 - Apr 5 with 859 views | Loyal |
The fact that Kaplan and Levine were told not to engage with the trust is enough for me.
Jenkins, it's time son. |  |
| Nolan sympathiser, clout expert, personal friend of Leigh Dineen, advocate and enforcer of porridge swallows.
The official inventor of the tit w@nk. | | Poll: | Who should be Swansea number 1 |
| |
| Kaplan and Levien say the Trust didn't know on 08:55 - Apr 5 with 856 views | swan65split |
| Kaplan and Levien say the Trust didn't know on 08:54 - Apr 5 by Loyal |
The fact that Kaplan and Levine were told not to engage with the trust is enough for me.
Jenkins, it's time son. |
 CORRECT......................... | | | |
| Kaplan and Levien say the Trust didn't know on 08:59 - Apr 5 with 844 views | Landore_Jack |
| Kaplan and Levien say the Trust didn't know on 08:46 - Apr 5 by Nookiejack |
The thing is the Articles were changed in favour of the 'Majority' shareholder.
Why would the selling shateholders change them to this - when prior to the sale no shareholder was in the 'Majority'.
By deduction the Yanks must have asked for this as a condition of sale. |
Good question. The Americans were adamant that they were not aware of the existing shareholders agreement. They must have known about it. | |
| |
| Kaplan and Levien say the Trust didn't know on 09:03 - Apr 5 with 827 views | Nookiejack |
| Kaplan and Levien say the Trust didn't know on 08:49 - Apr 5 by BanosPerth |
Clever business people for sure - but not clever enough to do a basic 'due diligence' before purchase ? It is hard to believe that they have only just realised that they have been sold a pup. They must have smelled a rat from the start, but chose to ignore the stench, hoping that it would dissipate. And to round off the trio of animal metaphors, the chickens are now starting to come home to roost. |
Why did the Yanks ask for warranties in respect of the Original Shareholders Agreement - was that indicative that they didn't think something was quite right? | | | |
| Kaplan and Levien say the Trust didn't know on 09:41 - Apr 5 with 782 views | Shaky |
| Kaplan and Levien say the Trust didn't know on 08:35 - Apr 5 by Nookiejack |
I understand your point about the 75% - however given the articles must have been changed as a condition of the sale - this drags the Yanks in from a remedy perspective.
The judge can decide who should buy the Trusr's shares that might be selling shareholders, Yanks in that on the face of it have been complicit with the change of Articles or the club itself.
You would think the Yanks would not be worried about losing under the Original Shareholders Agreement as the selling shareholders have provided warranties to the Yanks for this.
Hence if judge decide that Yanks should buy the Trust's shared under the Original Shareholders Agreement then they could require the selling shareholders to cough up under the warranties which the Original Shareholders provides to the Yanks.
The Trust has never given comment on whether the selling shareholders gave warranties in respect of changing the articles without asking the Trust. Therefore the Yanks could be more exposed here - if judge decides the Yanks should buyout the Trust's shares.
The Yank's may of course just come to the negotiating table as soon as legal action is started.
The Trust in my view must be aware of Leyton Orient position it again in my view has a duty to protect the club for the long term. If we are relegated can easily go into a downward spiral. |
On the substantive points, that's about 80% nonsense, Nookie. |  |
| |
| Kaplan and Levien say the Trust didn't know on 10:52 - Apr 5 with 699 views | Nookiejack |
| Kaplan and Levien say the Trust didn't know on 09:41 - Apr 5 by Shaky |
On the substantive points, that's about 80% nonsense, Nookie. |
Which of the 80% substantive points are nonsense Shaky and which of the 20% are not nonsense? | | | |
| |
By continuing to use the site, you agree to our use of cookies and to abide by our Terms and Conditions.
