What is a reasonable level of Management Fees that the club should pay to Steve and Jason?
Bearing in mind:-
(1) Huw Jenkins appears to be on a minimum of £500,000 per annum (2) Chris Pearlman is on a package of (????) (3) 100% of Management Fees are paid to Steve and Jason whereas if a dividend is declared 21% goes to the Trust.
What is the quantum of Management Fees that have been paid/to be paid to Steve and Jason:
(i) for taking over the club? (ii) from the date of acquisition 21st July 2016 to today 21st April 2017? (iii) that will be paid over next 12 to 36 months?
'If Trump cares so much about Syrian babies, why is he not condemning the rebels who slaughtered children? Dozens of children were killed in Syria this weekend but where is the US president’s lament on how ‘beautiful’ they are, let alone action? Where are the denunciations by the EU and the UK? The West must react with equal outrage when it is Shias that are the victims of terrorism. Or do we just not care?'
Are the UK arm sales to Saudi Arabia worth this much?
The head of MI6 calling for more surveillance last week and I assume for a greater. Usher. However who is he protecting us against 'Al Qaeda again?
Palmyra has fallen again to ISIS. How did they manage to move columns of trucks, armaments and men across the desert. Where were the UK planes? Remember the parliamentary debate where Cameron won Commons motion to start bombing in Syria?
.....ex shareholders to rescind the original deal - on the basis they have been sold a 'pup'. They want their money back. All speculation and rumour but people can understand where this has all come from. I don't know whether this means they will apply to abrogate the acquisition of their shares from multimillionaires Jenkins, Dineen and Morgan etc.
Going to be some difficult conversations ahead when Jenkins meets the Yanks when over for Man U game.
Probably mean Jenkins et al and the Yanks will now have to all their lawyers present - when meeting each other.
Think of a scenario where ex shareholders have to give all their money back to Yanks, relegation and reputations (their family name) tarnished for the rest of their lives. Maybe they will reflect and think were the extra millions worth it?
Apologies in advance - I have copied my post from another thread to create a new thread as think it is worth discussing. Sorry if bores people. I am also not a legal expert so if case law has developed which means following is out of date - please comment:-
The test as to what amounts to unfair prejudice is objective. It is not necessary for the petitioning shareholder to show that anybody acted in bad faith or with the intention of causing prejudice. The courts will regard the prejudice as unfair if a hypothetical reasonable bystander would believe it to be unfair.
Fairness is judged in the context of a commercial relationship, the contractual terms of which are, in the main, set out in the Articles of Association of the company and in any shareholders agreement. The starting point is therefore to ask whether the conduct of which the shareholder complains is in accordance with the Articles and the powers which the shareholders have entrusted to the board. In a Law Commission report it was said that "The best protection for a shareholder is appropriate protection in the articles themselves". Therefore, if the conduct is in accordance with the Articles, to which the shareholder has agreed, it will be more difficult to succeed with an unfair prejudice petition.
Even if the conduct is not in accordance with the Articles, it does not necessarily render the conduct unfair, as trivial or technical infringements of the Articles may not give rise to a remedy under s.994.
The Rights/Interests of the Shareholder must have been Prejudiced
The conduct must be unfairly prejudicial to the Petitioner's interests in his capacity as a member of the Company (i.e. as a shareholder), but the Court takes a broad view of what might be regarded as his interests as a member of the Company.
The word "unfairly" enables the Court to consider wider equitable considerations and recognises that the members have rights and expectations which are not necessarily included in the Articles of Association. For example, a member's interest may arise out of an agreement that some or all members should participate in the management of the Company. A member's interest is not, therefore, limited to his strict legal rights, but can extend to legitimate expectations arising from the nature of the Company and agreements and understandings between the parties. A common example of this is the corporate "quasi-partnership", in which members may have expectations of participating in the management and profits of the Company, which arise from the understandings on which the Company was formed and which may be unfair for other members to ignore.
Apart from in the case of "quasi-partnerships", it is more difficult to establish legitimate expectations beyond the member's strict legal rights. If such expectations exist, a Petitioner must in general show some abuse by the directors of their powers, or an infringement of the member's strict legal rights under the Company's constitution or the Company's legislation.
Types of unfairly Prejudicial Conduct
"Unfair prejudice is a flexible concept, and incapable of exhaustive definition. The categories of conduct which may amount to unfairly prejudicial conduct are not closed. However, common examples of what may constitute unfairly prejudicial conduct are:
exclusion from management in circumstances where there is a (legitimate) expectation of participation; the diversion of business to another company in which the majority shareholder holds an interest; the awarding by the majority shareholder to himself of excessive financial benefits; and abuses of power and breaches of the Articles of Association. For example, the passing of a special resolution to alter the Company's Articles may be unfairly prejudicial conduct if such alterations would affect the Petitioner's legitimate expectation that he would participate in the management of the Company. Also, repeated failures to hold AGMs; delaying accounts, and depriving the members of their right to know the state of the Company's affairs may all be unfairly prejudicial to a member's interests.The conduct of the Petitioner is relevant, as the conduct complained of may be found to be prejudicial but not "unfair". The Petitioner's conduct may also affect the relief granted by the Court."
Presumably the Trust being excluded from appointment of COO (I.e. Management) would be an example of unfair prejudice.
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.'
However that shouldn't. be too difficult to prove in regards of Huw Jenkins instructing his lawyers to contact the Trust 2 days before the sale - to negotiate away the original shareholders agreement.
Remedies are very interesting..............
'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.'
So very interesting you can change the articles back!!!! That would set the cat amongst the pigeons. The Yanks business model will depend on being at some time to leverage the assets of the club. If they can't change the articles going to sue the ex shareholders under the warranty to recoup value lost. Especially if in good faith Huw Jenkins told them there was no original shareholders agreement.
The other nice one is to regulate the company's affairs. They are really going to like that one. Will depend for me that one on having a totally indepedent Director - with no perceived baggage.
My preferred remedy is the other one where court decides an outright purchase of the shares. (Not everyone's I know). Really fear for Huw Jenkins, Martin Morgan and Leigh Dineen if court does decide in Trusts favour that Trust has been unfairly prejudiced - their reputations would be in tatters with whole fan base and throughout Swansea and Wales.
I am fearful of a perfect storm for them - relegation and courts deciding they have been unfairly prejudicial against the Trust. God help them (and I am an atheist).
What rate of return do we think that the Americsns Kaplan and Levein are targeting to make from our club?
If for example they have invested £68m for say 68% and they were targeting a 15% per annum return for say 3 years - this would equate to circa £30m.
They therefore either:-
(1) have to flip their stake by selling it for £98m (£68m + £30m) (You would think their shares have increased in value given they now have a substantial controlling stake just left with a small Minority shareholder).
(2) take out £30m of cash out of the club through dividends
(3) Combination of (1) and (2)
The trouble is as we are such a small club (with respect to our overall fan base) for us to remain competitive - we can't afford any money to be going out of the club - especially in regards of (2) above.
For New Yanks to have made their bid - wouldn't they have undertaken Financial Due Diligence.
The thing is if Trust, Martin Morgan and say Brian Katzen did not know anything about this - who would have had voting control - then did Financial Director release confidential internal financial information - without Board/Shareholder approval?
Would then this lead to all sorts of legal actions between Shareholder Group who didn't know about this takeover bid Until yesterday - against those that want to sell and who on the face of it have released financial information without consent to the new Yanks?
Are new Yanks holding confidential information about the club - without consent and should therefore return it immediately?
I don't think we will stay up this season - I think we had opportunities in first half of season when we didn't take advantage of things that went our way - for example sending offs in our favour v Chelsea and Watford and then the sheer number of our defensive mistakes that have cost us too many points. Defensively confidence has gone and we are defensively too fragile to pick up enough points yo stay up.
However financially with Shelvey leaving and potentially Gomis and Montero - we could be in a very financially strong position in Championship with parachute money as well.
We should also be able to attract a large transfer fee for Ayew - as assume no need of a fire sale.
Hopefully could then also get our wage bill back under control. You would also assume players will see a cut in their wages if relegated.
We could go back to the model of identifying hungry players like Jack Cork - who did not quite make it at Southampton and had something to prove - rather than current mercenary players we have who will be off.
We now do have excellent training facilities and an Academy - which should make us more competitive in long run.
Three teams out of 20 are relegated each season and that is a fact. So somebody has to go down. However potentially we will be financially stronger than most teams in Championship - with no debt to service and parachute money.
We will not be in same financial position like other relegated clubs such as Leeds, Portsmouth and clubs where financial benefactors have lost interest Bolton, QPR, Wigan and Cardiff. I think we will be much stronger.
Parachute money will effectively give us three great chances of returning to Premier League.
Yes Board probably has made mistakes this season (3 year Gary Monk contract) and trouble is because we are so small - difficult then to reverse mistakes without going into debt and gambling with long term future. However Board has made far more good decisions than bad ones which fairs well for the future.
If we can't buy good value players in this window - I would rather we go down to Championship in financially a very strong position - with a very good chance of going again. Rather than paying over the top, still going down but then less financially strong to compete in medium term.
Norwich appeared to be in similar position to us (they seem a well run club) who haven't financially exposed themselves) when they got relegated but bounced back and have been competitive this season.
Pundits time and time again refer to the Premier league as being a league of 'Fine Margins'.
What this probably translates into in footballing terms is:-
1. You need fullbacks that can offer you an offensive threat - as well as being good defenders.
2.. Strikers who can score 1 in 3 clear cut chances.
3. Ability to mount explosive and accurate counter attacks.
4. Centre-halfs that can do their basic job well e.g. defending set-pieces, can play out from the back with comfort, are fast enough to repel explosive counter attacks, and last of all can score from a few set-pieces in the season.
5. Keeper/s who perhaps limits mistakes to 1/2 a season leading to a goal and can pull off a 'worldly save' - when 0-0 or 1-0 up.
If you think about it we are currently not doing well in most of these categories hence why the 'fine margins' are going against us and have lost competitiveness against Stoke, West Ham, Leicester, Palace and Southampton - who have gone ahead of us - especially in categories above These are the teams in our sub-divison of the Premier League so to speak - hence falling behind against them probably means eventual relegation. (Assuming PL's big 7 clubs will remain unchanged infinitum).
Luckily so far this season the other biggest clubs in PL(based on stadium attendances) Newcastle, Sunderland and Vila haven't got their act together. However even if we do manage to stay up this season - we really need to look at our strategic competitiveness as a squad over next three years - as these 'big' clubs are likely to bounce back stronger from relegation - if indeed they do go down.
For example - we talk Ashley Williams up about being a brilliant defender (which he undoubtedly is) but he can't score from set-pieces which could mean success or failure as the PL becomes more and more competitive - on the basis increased TV rights allows all clubs in PL - to put together a strong squad of players. A headed set-piece goal from one of our centre-halfs could make a huge difference?
6, You probably also do need two players competing for each position in your squad - which currently is questionable in our case for example Nordfelt - who should have replaced Fabianski by now if he was a similar standard to Fabianski - as he has had a very poor season so far. The same applies to Tabanou pushing Taylor for a place - who has defended on average well but does not give us an attacking threat. Lastly Eder hasn't pushed Gomis for a place - he has got into the side by default due to Gomis' poor run of form.
7. 1 or 2 players coming through from U18s/U21s good enough to challenge for a first team place.
No point in spending money on Academy if no players are coming through (Joe Allen and Ben Davies obviously did) - a club of our size needs all its spare cash on attracting PL quality players. We haven't got the spare cash like top 7 clubs. So if we re not getting a return in this area perhaps have to to cut it. (Folk on here will quote Southampton have shown the way - however we do not appear to have any players coming through to challenge first team and what has happened in respect of the development of Grimes?)
Any other areas which we could improve our competitiveness as a club - so that the 'fine margins' go in our favour?
Given Parliament has approved the UK Bombings of ISIS in Syria - if we roll things forward 2-6 months - where do we think we will be? (Might be interesting to look back at these predictions in 6 months - after yesterday's House of Commons debate).
Possible options and could be a mix of these options (and not limited to these options).
1. ISIS surrenders or sues for peace as coalition bombing campaign wears them down.
2. No progress made - ISIS hides underground - stalemate.
3. No progress made - ISIS hides underground - calls for 'boots on the ground'.
4. No progress made - calls by Cameron for Assad to be replaced - as Free Syrian Army will not fight ISIS - if he is in power. Russia keeps backing Assad.
5. Assad's Syrian Army strengthens its position with Russian help and starts pushing Al Nusra and Free Syrian Army back. Palmyra symbolically recaptured. Assad in a position to take on ISIS. Cameron calls for Assad to be replaced.
6. UK plane suffers mechanical failure and pilot/s captured by ISIS or captured and killed mistakenly by Free Syrian Army.
7. ISIS atrocity in UK.
8. Pressure put on Assad by Russia to stand down. Free Syrian Army joins Syrian Army and attacks ISIS and capture Raqqa. U.K. commits £1bn of the £125bn cost for the rebuilding of Syria.
9. US and UK launch boots on the ground and take Raqqa - after UK parliament authorised 'boots on the ground strategy'. US and UK build large military bases in and around Raqqa - which come under insurgent attacks.
10. ISIS strengthens its position in Libya. UK Parliament vote to start bombing ISIS in Libya.