| Answers questions about the Trust's Legal Claims and Request for Mediation 12:50 - Sep 15 with 6271 views | Darran |
Q: What has happened so far?
A: Following the majority owner, at the end of last year, breaking off negotiations to buy part of the Trust’s shareholding in the company which owns the Club (which we’ll call ‘2002 Limited’ for short), the Trust Board instructed lawyers to review the factual background, from the formation of the Trust to 2016 and beyond, and to consider the Trust’s legal position with regard to the 2016 sale and its aftermath.
This resulted in a detailed chronology being prepared and a Claim Letter being sent on behalf of the Trust to the majority owner, Huw Jenkins and others on 18 May 2018, setting out the Trust’s legal claims. This was in order to comply with a standard Direction from the High Court as to what claimants must do before they commence court proceedings. That includes trying to resolve claims with intended defendants at an early stage by negotiation, mediation or other methods that avoid court proceedings.
The Trust’s lawyers therefore proposed mediation, but that was rejected by the majority owner. In spite of that proposal being repeated with further explanation, no further response to it has been received.
According to the Court Direction, intended defendants who receive a Claim Letter must respond to it within a reasonable time and no later than 3 months in a very complex case. The majority owner, through its lawyers, stated that it would provide a reply letter within that 3 month period, but did not do so and shows no sign of doing so. It is clear, therefore, that the majority owner is in breach of the Court Direction.
The other intended defendants, including Huw Jenkins, have also failed to comply with the Court Direction in not providing a response letter within the required period.
Recently, the majority owner has suggested a confidential meeting with the Trust and that possibility is being discussed between the respective lawyers. No indication has been received of what the majority owner wishes to discuss. It is not clear whether it is intended that Huw Jenkins and others should also take part.
A confidential meeting took place many weeks ago between members of the Trust Board, Huw Jenkins and Martin Morgan. Since then, the lawyer acting for them and some other former shareholders has approached the Trust’s lawyers, more than once, to propose a further meeting, but when our lawyers responded with suggested dates, no reply was received.
Q: Against whom are the Trust’s claims made?
A: The Claim Letter was sent to:
the majority owner (Swansea Football, LLC)
other listed shareholders, namely:
OTH 2015 Limited
Martin Morgan
Louisa Morgan
David Morgan
Huw Jenkins
Bulk Vending Systems Limited
Brian Katzen
Jason Levien
Steve Kaplan
Leigh Dineen
2002 Limited (as required by law).
Q: What is the Trust claiming?
A: There are several legal claims, including:
That since the sale of a controlling interest to the majority owner, the affairs of 2002 Limited have been conducted in a manner that is unfairly prejudicial to the interests of the Trust as a shareholder. For example, the Trust was excluded from the share sale and from a new Shareholders’ Agreement between the majority owner and the other remaining shareholders as to how the company is to be managed. If it reached Court and the Court agreed with the Trust, it could (amongst other options) order the majority to purchase all or part of the Trust’s shares for a reasonable price (which the Trust would argue is that which Huw Jenkins and others received).
That the 2002 Shareholders Agreement, which had been operated for many years and accepted as valid and binding, was breached by virtue of the Trust not being given first refusal to purchase any of the shares sold in 2016, by new Articles of Association being adopted without the Trust’s consent and by non-observance of an implied duty of ‘good faith’ between shareholders (e.g. the other shareholders excluded the Trust from knowledge of and participation in negotiations with Jason Levien and Steve Kalpan for the sale of shares to the present majority owner).
That Huw Jenkins and others made misstatements which caused the Trust loss, for which the Trust is entitled to damages, namely that the Trust did not wish to sell any shares and that there was no existing Shareholders Agreement of binding effect.
Although those in receipt of the Claim Letter have not provided the required response letters, it is understood that they deny the claims.
Q: What is mediation? What is the effect of the majority owner refusing it?
A: Mediation is a type of voluntary negotiation in which an independent mediator tries to assist parties to reach an agreement to resolve their disputes. The mediator does not make a decision as to who is right or wrong and cannot force the parties to enter into an agreement. Mediation has a high success rate.
As mediation is voluntary, the majority owner cannot be forced to mediate. However, the Court may punish an unreasonable refusal to mediate, if the stage of court proceedings is reached, by imposing costs sanctions. The Trust considers that the refusal of the majority to mediate is unreasonable and that the failure of Huw Jenkins and others to respond to the proposal is also unreasonable.
Q: What happens next?
A: Due to the refusal of the majority owner to produce a copy of the 2016 Share Sale and Purchase Agreement, as well as some other relevant documents, the Trust has instructed its lawyers to make an application to the High Court for an order for ‘pre-action disclosure’. That is likely to be issued within the next 10 days.
The Trust Board remains willing to mediate or negotiate in good faith, but there has been much delay by the intended defendants and the Trust’s claims cannot remain unresolved for much longer. The Trust’s Board and lawyers are making plans for litigation, should it become necessary, and there will be a full consultation of the members before any decision is taken.
|  |
| |  |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 11:55 - Sep 17 with 1195 views | JACKMANANDBOY |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 11:06 - Sep 17 by Shaky |
No it is not.
Anyway this is pointless. |
I fail to understand how excluding the Trust from the share sale improved it's position. |  |
| |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 12:14 - Sep 17 with 1141 views | chad |
No resentment just facts and fairness and an expectation that as a minimum our partners would meet their legal obligations or be brought to account for it.
I for one would be more than happy for the Trust to help our new majority owners once they have fairly bought us out of this relationship (in which we have been purposely rendered effectively powerless) at the price the other shareholders received.
As I have said before without rancor. And with full and sincere support for their ongoing success with the club. Safe in the knowledge if things go wrong in the future we have substantial funds to save the club on our own terms.
For instance we could support them honestly and factually in any counter claim they had against the selling shareholders, who in fairness as well as failing to meet their contractual obligations, initiated the whole exclusion of the trust until the sale was effectively sewn up. |  | | |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 12:20 - Sep 17 with 1133 views | Shaky |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 11:55 - Sep 17 by JACKMANANDBOY |
I fail to understand how excluding the Trust from the share sale improved it's position. |
It didn't. But as I have said, generally speaking there is plenty of scope to screw minority shareholders in unlisted companies perfectly legally in English law.
Did you look at the link I posted back to my arguments on the Trust's legal position from last February?
What distinguishes the Trust's position is the close relationship between the Trust and the old shareholders since the very beginning.
In 'normal' company law the directors only owe fiduciary duties to the company itself, not the shareholders per se.
So for example, absent this state of affairs the directors of a company could be liable if they decide to hold a share issue that shareholders buy into, and the company goes bankrupt and they subsequently lose their shirts.
As things generally stand, their only real duty is to the company itself, the interest of which would be served by raising more money for general purposes. In other words the duty of care is satisfied fully.
The situation of the Trust is different because the relatively unique relationship between the Trust and the other shareholders in general and Jenkins as chairman in particular, appear to satisfy the tests set out by the judges in the cases of Sharp v Blank most recently and Peskin v Anderson before that for a 'special relationship' to exist.
Where such special relationships exist they exceptionally confer fiduciary duties on the directors towards shareholders. The operative word being 'exceptionally'.
In the wider Commonwealth and the US such protections are better established and more widely available, and EU case law specifically invites judgements in support of broader minority protection rights, but at present under English law pretty much anything goes.
Which is why this is potentially very important case law in the making, if it ever gets to court. [Post edited 17 Sep 2018 12:27]
|  |
| |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 12:25 - Sep 17 with 1126 views | Shaky |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 12:14 - Sep 17 by chad |
No resentment just facts and fairness and an expectation that as a minimum our partners would meet their legal obligations or be brought to account for it.
I for one would be more than happy for the Trust to help our new majority owners once they have fairly bought us out of this relationship (in which we have been purposely rendered effectively powerless) at the price the other shareholders received.
As I have said before without rancor. And with full and sincere support for their ongoing success with the club. Safe in the knowledge if things go wrong in the future we have substantial funds to save the club on our own terms.
For instance we could support them honestly and factually in any counter claim they had against the selling shareholders, who in fairness as well as failing to meet their contractual obligations, initiated the whole exclusion of the trust until the sale was effectively sewn up. |
I personally believe it sorely stretches the bounds of credulity to suppose Kaplan wasn't fully aware of all the dimensions of the buyout scheme.
In fact I would be very surprised indeed if his team weren't the main architects.
As for striking a deal with him now, I think that has to involve a back to back settlement/share purchase and reinvestment into new shares, so the money in effect goes straight into the club.
In this way his group's shareholding becomes a direct beneficiary of the settlement, and the optics would look significantly better. | |
| |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 12:34 - Sep 17 with 1112 views | Nookiejack |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 12:25 - Sep 17 by Shaky |
I personally believe it sorely stretches the bounds of credulity to suppose Kaplan wasn't fully aware of all the dimensions of the buyout scheme.
In fact I would be very surprised indeed if his team weren't the main architects.
As for striking a deal with him now, I think that has to involve a back to back settlement/share purchase and reinvestment into new shares, so the money in effect goes straight into the club.
In this way his group's shareholding becomes a direct beneficiary of the settlement, and the optics would look significantly better. |
What the optics for the 27 members in his consortium?
The selling shareholders then walk away with £68m and The Trust takes all of the risk going forward? |  | | |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 12:41 - Sep 17 with 1097 views | Shaky |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 12:34 - Sep 17 by Nookiejack |
What the optics for the 27 members in his consortium?
The selling shareholders then walk away with £68m and The Trust takes all of the risk going forward? |
The Unfair Prejudice action is against the company.
Meanwhile the selling shareholders have in fact sold, and as I have said it would be extremely naive to suppose they or Kaplan were under any illusions about what was happening with regard to the implications of the structure.
How to handle the situation with the other 27 shareholders is Kaplan's problem, and depends entirely on what he has sold them on.
Unless he/they decide to walk away, in which case case this becomes the sole problem of Swansea City FC and by proxy the Trust. Which is why I think the timing is right to try for a deal that works for everybody. [Post edited 17 Sep 2018 12:59]
| |
| |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 12:43 - Sep 17 with 1095 views | Nookiejack |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 12:34 - Sep 17 by Nookiejack |
What the optics for the 27 members in his consortium?
The selling shareholders then walk away with £68m and The Trust takes all of the risk going forward? |
Why does he need to do that when he has a sigmed warranty, from Huw Jenkins, in front of him?
He will then be reimbursed by the selling shareholders in respect of any settlement awarded against him to the Trust - by the court.
That’s why I think selling shareholders should make an offer to the Trust.
Unless Shaky you have seen detailed provisions of the warranty, which I haven’t.
Just think something more to Huw Jenkins instructing his solicitor before the sale re doing a deal on the Original Shareholders Agreement. | | | |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 12:54 - Sep 17 with 1076 views | Shaky |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 12:43 - Sep 17 by Nookiejack |
Why does he need to do that when he has a sigmed warranty, from Huw Jenkins, in front of him?
He will then be reimbursed by the selling shareholders in respect of any settlement awarded against him to the Trust - by the court.
That’s why I think selling shareholders should make an offer to the Trust.
Unless Shaky you have seen detailed provisions of the warranty, which I haven’t.
Just think something more to Huw Jenkins instructing his solicitor before the sale re doing a deal on the Original Shareholders Agreement. |
You keep going on about the warranty in respect of the shareholders agreement.
However, as i have explained the potential liability of the company and by extension Kaplan & Co has nothing to do with the shareholders agreement.
The liability arises solely by virtue of the special relationship between the old shareholders based on trust without a capital T and esprit de corps.
Indeed as I have alluded to the existence of a shareholders agreement tends to argue against such a special relationship of trust in favour of a more traditional legalistic relationship between shareholders. Fortunately I don't believe that point is decisive and the old shareholders have anyway themselves argued the agreement never existed.
So going back to past principles we have established that if the existence or not of the shareholders agreement is not specifically related to liability in respect of the unfair Prejudice action, there is no way a warranty about that in the share purchase agreement can indemnify Kaplan & Co. No way
And that Nookie, is the final word I am ever going to say to you about that potential warranty. | |
| |
Login to get fewer ads
| Answers questions about the Trust's Legal Claims and Request for Mediation on 12:55 - Sep 17 with 1072 views | Nookiejack |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 12:41 - Sep 17 by Shaky |
The Unfair Prejudice action is against the company.
Meanwhile the selling shareholders have in fact sold, and as I have said it would be extremely naive to suppose they or Kaplan were under any illusions about what was happening with regard to the implications of the structure.
How to handle the situation with the other 27 shareholders is Kaplan's problem, and depends entirely on what he has sold them on.
Unless he/they decide to walk away, in which case case this becomes the sole problem of Swansea City FC and by proxy the Trust. Which is why I think the timing is right to try for a deal that works for everybody. [Post edited 17 Sep 2018 12:59]
|
PS when you say ‘back to back’ - I assume in reality Trust would receive a settlement but then immediately reinvest it back into the club.
So in effect Trust would receive a greater % share of a smaller value pot, given club is now In championship? (and you think we are close to bankruptcy).
Are you also proposing that the Articles would then be changed back to the original ones?
Or are you saying Kaplan should also invest additional equity into the club at the same time Trust reinvests it’s settlement? | | | |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 13:00 - Sep 17 with 1061 views | JACKMANANDBOY |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 12:20 - Sep 17 by Shaky |
It didn't. But as I have said, generally speaking there is plenty of scope to screw minority shareholders in unlisted companies perfectly legally in English law.
Did you look at the link I posted back to my arguments on the Trust's legal position from last February?
What distinguishes the Trust's position is the close relationship between the Trust and the old shareholders since the very beginning.
In 'normal' company law the directors only owe fiduciary duties to the company itself, not the shareholders per se.
So for example, absent this state of affairs the directors of a company could be liable if they decide to hold a share issue that shareholders buy into, and the company goes bankrupt and they subsequently lose their shirts.
As things generally stand, their only real duty is to the company itself, the interest of which would be served by raising more money for general purposes. In other words the duty of care is satisfied fully.
The situation of the Trust is different because the relatively unique relationship between the Trust and the other shareholders in general and Jenkins as chairman in particular, appear to satisfy the tests set out by the judges in the cases of Sharp v Blank most recently and Peskin v Anderson before that for a 'special relationship' to exist.
Where such special relationships exist they exceptionally confer fiduciary duties on the directors towards shareholders. The operative word being 'exceptionally'.
In the wider Commonwealth and the US such protections are better established and more widely available, and EU case law specifically invites judgements in support of broader minority protection rights, but at present under English law pretty much anything goes.
Which is why this is potentially very important case law in the making, if it ever gets to court. [Post edited 17 Sep 2018 12:27]
|
Thank you, I understand that whilst it could be argued that the sellouts acted in the 'best interests of the company' they certainly did not afford the Trust its rights and privileges and whilst the responsibility here is debatable there is also an argument to say that it may have been in the best interest of the club to inform the minority shareholders to ensure all options were exhausted. Levien is on record as saying that he excluded the Trust because he was told to, so it appears that the buyers had no conditions in that respect.
As you say the outcome here is uncertain both in terms of any legal action and the long term health of the club. So it becomes a matter of judgement of if it is worth the Trust gambling to improve its financial position, I can see arguments both ways.
I would not want to mortally wound the club by sabotaging the current status quo or want to watch death by a thousand cuts in the name of investor returns. From what I have seen since relegation, the latter seems more than likely. [Post edited 17 Sep 2018 13:01]
| |
| |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 13:01 - Sep 17 with 1057 views | Shaky |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 12:55 - Sep 17 by Nookiejack |
PS when you say ‘back to back’ - I assume in reality Trust would receive a settlement but then immediately reinvest it back into the club.
So in effect Trust would receive a greater % share of a smaller value pot, given club is now In championship? (and you think we are close to bankruptcy).
Are you also proposing that the Articles would then be changed back to the original ones?
Or are you saying Kaplan should also invest additional equity into the club at the same time Trust reinvests it’s settlement? |
Yes, pretty much to everything.
I set out my ideas and proposed structure here: https://wwww.fansnetwork.co.uk/football/swanseacity/forum/229501/page:1 | |
| |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 13:05 - Sep 17 with 1048 views | Nookiejack |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 12:54 - Sep 17 by Shaky |
You keep going on about the warranty in respect of the shareholders agreement.
However, as i have explained the potential liability of the company and by extension Kaplan & Co has nothing to do with the shareholders agreement.
The liability arises solely by virtue of the special relationship between the old shareholders based on trust without a capital T and esprit de corps.
Indeed as I have alluded to the existence of a shareholders agreement tends to argue against such a special relationship of trust in favour of a more traditional legalistic relationship between shareholders. Fortunately I don't believe that point is decisive and the old shareholders have anyway themselves argued the agreement never existed.
So going back to past principles we have established that if the existence or not of the shareholders agreement is not specifically related to liability in respect of the unfair Prejudice action, there is no way a warranty about that in the share purchase agreement can indemnify Kaplan & Co. No way
And that Nookie, is the final word I am ever going to say to you about that potential warranty. |
You don’t know Shaky just speculation as you haven’t seen the warranty, I assume.
So why did Kaplan ask for the warranty in the first place - then Huw Jenkins try to do a deal just before the sale.
Belt and braces Shaky?
Why do you appear to always argue that the selling shareholders should not be part of a settlement as well? | | | |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 13:13 - Sep 17 with 1031 views | Shaky |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 13:05 - Sep 17 by Nookiejack |
You don’t know Shaky just speculation as you haven’t seen the warranty, I assume.
So why did Kaplan ask for the warranty in the first place - then Huw Jenkins try to do a deal just before the sale.
Belt and braces Shaky?
Why do you appear to always argue that the selling shareholders should not be part of a settlement as well? |
I like the way you are attacking me now, Nookie.
Shove it up your arse. | |
| |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 13:22 - Sep 17 with 1015 views | costalotta |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 13:13 - Sep 17 by Shaky |
I like the way you are attacking me now, Nookie.
Shove it up your arse. |
Chill winston! |  | | |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 13:29 - Sep 17 with 1007 views | Nookiejack |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 13:13 - Sep 17 by Shaky |
I like the way you are attacking me now, Nookie.
Shove it up your arse. |
Apologies Shaky
I am coming in at - from the point of view- that we both think above that Yanks and Selling Shareholders appeared to act in concert against the Trust. Changing the articles before the sale etc.
Therefore in any settlement shouldnt both the Yanks and Selling Shareholders contribute?
I then have speculated that selling shareholders will have to pay funds to the Yanks, in respect of any settlement awarded against the Yanks (for their share of the settlement, the selling shareholders also having to contribute), under the warranty.
So I have oncluded why don’t the selling shareholders get on with doing a deal with Trust, as that is where we are likely to end up anyway.
Your suggested solution just proposes the Yanks make all of the settlement and I was interested to understand why don’t you think the selling shareholders should contribute to a settlement? | | | |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 14:26 - Sep 17 with 962 views | Shaky |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 13:29 - Sep 17 by Nookiejack |
Apologies Shaky
I am coming in at - from the point of view- that we both think above that Yanks and Selling Shareholders appeared to act in concert against the Trust. Changing the articles before the sale etc.
Therefore in any settlement shouldnt both the Yanks and Selling Shareholders contribute?
I then have speculated that selling shareholders will have to pay funds to the Yanks, in respect of any settlement awarded against the Yanks (for their share of the settlement, the selling shareholders also having to contribute), under the warranty.
So I have oncluded why don’t the selling shareholders get on with doing a deal with Trust, as that is where we are likely to end up anyway.
Your suggested solution just proposes the Yanks make all of the settlement and I was interested to understand why don’t you think the selling shareholders should contribute to a settlement? |
As I have said I don't for a second believe Kaplan & Co were under any illusions that the structure they were buying into was designed in an attempt to screw the Trust, and willingly brought into that because they thought they could get away with it.
However, one of the first things I learnt in Law of Contract was the overriding principle Caveat Emptor -- let the buyer beware. Now Stevie-boy perhaps also realises he needs to beware if he finds me on the other side of a M&A deal he is trying to game. | |
| |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 15:36 - Sep 17 with 909 views | Nookiejack |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 14:26 - Sep 17 by Shaky |
As I have said I don't for a second believe Kaplan & Co were under any illusions that the structure they were buying into was designed in an attempt to screw the Trust, and willingly brought into that because they thought they could get away with it.
However, one of the first things I learnt in Law of Contract was the overriding principle Caveat Emptor -- let the buyer beware. Now Stevie-boy perhaps also realises he needs to beware if he finds me on the other side of a M&A deal he is trying to game. |
Thanks Shaky | | | |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 15:55 - Sep 17 with 890 views | Shaky |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 15:36 - Sep 17 by Nookiejack |
Thanks Shaky |
Sorry, Nookie.
I can get a bit cranky before feeding time. | |
| |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 17:19 - Sep 17 with 837 views | Shaky |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 12:20 - Sep 17 by Shaky |
It didn't. But as I have said, generally speaking there is plenty of scope to screw minority shareholders in unlisted companies perfectly legally in English law.
Did you look at the link I posted back to my arguments on the Trust's legal position from last February?
What distinguishes the Trust's position is the close relationship between the Trust and the old shareholders since the very beginning.
In 'normal' company law the directors only owe fiduciary duties to the company itself, not the shareholders per se.
So for example, absent this state of affairs the directors of a company could be liable if they decide to hold a share issue that shareholders buy into, and the company goes bankrupt and they subsequently lose their shirts.
As things generally stand, their only real duty is to the company itself, the interest of which would be served by raising more money for general purposes. In other words the duty of care is satisfied fully.
The situation of the Trust is different because the relatively unique relationship between the Trust and the other shareholders in general and Jenkins as chairman in particular, appear to satisfy the tests set out by the judges in the cases of Sharp v Blank most recently and Peskin v Anderson before that for a 'special relationship' to exist.
Where such special relationships exist they exceptionally confer fiduciary duties on the directors towards shareholders. The operative word being 'exceptionally'.
In the wider Commonwealth and the US such protections are better established and more widely available, and EU case law specifically invites judgements in support of broader minority protection rights, but at present under English law pretty much anything goes.
Which is why this is potentially very important case law in the making, if it ever gets to court. [Post edited 17 Sep 2018 12:27]
|
Just to add a little more to the background here, what happened in both Sharp v Blank and Peskin v Anderson was that the appellants lost!
That means that in both cases arguments were put forward that directors of a company owed fiduciary rights to shareholders that were ultimately rejected by the court.
However, the rulings clarified the position generally, stating if certain conditions were met the directors would in fact owe the elevated fiduciary duty of care to other shareholders.
Those conditions clearly seem to have been met in the case of Swansea, opening the door for not only a win for the Trust, but also a much more expansive ruling demanding that directors in unlisted (non stock-exchange listed) companies ensure that an offer is made to all shareholders in Takeovers, as is already mandated for listed companies. Which would mean no more screwing minorities. | |
| |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 21:01 - Sep 17 with 747 views | QJumpingJack |
Can someone explain why certain shareholders/directors received letters while others didn't? | | | |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 12:39 - Sep 18 with 636 views | Nookiejack |
| Answers questions about the Trust's Legal Claims and Request for Mediation on 21:01 - Sep 17 by QJumpingJack |
Can someone explain why certain shareholders/directors received letters while others didn't? |
Will Huw Jenkins claim administrative error - similar to Penny/Keefe case?
https://www.walesonline.co.uk/news/local-news/former-swansea-city-directors-clai
"On August 4 Mr Penny discovered that, according to documents submitted to Companies House, he and Mr Keefe had resigned as directors on July 21.
It came after minutes from a board meeting on that date, signed as being an accurate record by Mr Jenkins, were lodged as part of the documentation relating to the purchase.
They stated Mr Penny and Mr Keefe had resigned and their resignations had been accepted at the board meeting.
But they had never resigned and there had not been any such board meeting.
Documents stated Mr Penny and Mr Keefe claimed the club had “achieved by fraud what had not been able to achieve by persuasion” and that there can be “no innocent explanation”.
There was no specific explanation as to how this occurred. The club and Mr Jenkins’ mitigation cited that a wealth of documentation had been prepared in anticipation of the purchase, and being signed and supplied to Companies House in error." | | | |
| |
By continuing to use the site, you agree to our use of cookies and to abide by our Terms and Conditions.
