B-more Mag

*rimshot*

A PL appeal panel, with members selected by the chair of the PL judicial panel. Its determination would be binding.

Possibly. But the definitions of Director and Control aren't limited to what "shadow director" means under the Companies Act -- they're specifically defined terms that are effectively contractually agreed by virtue of the club accepting membership in the PL-- and they expressly contemplate control of board composition as something making a person a director. Maybe the arbitrators can be convinced there's a basis for determining that the definitions aren't enforceable -- I don't know. I'd rather it be clear KSA is outside the definitions, as written, so it doesn't matter whether they're enforceable or not. Also, here's the what the PIF website says is the PIF Law: https://www.pif.gov.sa/en/GDP Attachments/PIFLawDocument-En.pdf

He's apparently taken that article, or maybe his whole site, down, but as I recall it (which could obviously be wrong) most of his analysis was about the piracy issue and how any KSA issues there shouldn't be imputed to the PIF, and I don't remember him doing any actual control analysis. Maybe he did. But if he did, and if he came to the conclusion that the KSA doesn't control the PIF, I'd be interested to know the basis for that, including whether the KSA has the power to remove directors or restructure the PIF board or determine the division of the government to which the PIF is answerable. I mean, maybe the club has evidence the PIF is entirely autonomous and not subject to KSA control. As et tu brute wrote above, none of us have access to the evidence, so I express basically no confidence in my opinion. Having said that, based on what I do know, I'd still prefer to have the PL's case over the club's in the arbitration (but fuck the PL).

The concept of existence as a separate legal entity and the concept of control are distinct. It is entirely possible, and in fact common, for entities to be separate and distinct from one another while one has control over the other. For example, in a parent and subsidiary corporate relationship, the corporations are separate--the parent is not the same entity as the subsidiary and vice versa--but the parent controls the subsidiary by virtue of owning its stock and having the right to appoint and remove its directors. That's not the exact thing happening here, because we've got a state and a sovereign investment fund, and I buy that they are separate entities. But the PIF was formed by royal decree and reports to the Saudi Council of Economic and Development Affairs. I don't know all the details of Man City's ownership, but my understanding is that they don't have a sovereign wealth fund in their chain of ownership.

Based on the PL rule definitions of director and control, and the way the High Court opinion and CAT opinion describe the issue in the arbitration, I'd rather be in the PL's shoes than the club’s (though, to be very clear, fuck the PL). I just haven't seen anything to suggest that the KSA doesn't have the authority to control the PIF by virtue of the authority to appoint its directors, or that the PIF wouldn't have the authority to ultimately control the club. I suppose it's possible the KSA doesn't actually control its own sovereign investment fund, with its board comprising a bunch of KSA ministers, but ... not really. And that "Football Law" piece some have mentioned was all about how the KSA shouldn't be disqualified as a director--not that KSA wouldn't fall within the definition of a director.

Ultimately it would end up in arbitration, exactly where it is, on effectively the exact same issue: was the PL justified in determining the KSA is a director (only difference being a preliminary vs final determination)

Fuck yes, Brentford.

Not really. Yeah, I don't know how that works under U.K. law. On a really quick look I didn't find anything right on point (though I did find a U.K. case where a court stayed a competition case pending resolution of underlying arbitration, but it wasn't a CAT case and wasn't the same type of competition claim).

That would be the case if it were an enforcement matter by the Competition and Markets Authority or something like that, but this is just a private action. It may be able to get somewhere with that argument (i.e., that it's not a party to the arbitration agreement), the fact that it's the sole owner of the club may complicate it, though.

Because Section X of the EPL rules provides for arbitration as the exclusive forum for resolving disputes between a club and the league.

Never going to cool down the temp with bangers like that.

Classic Yorkie.

One of these days I'm going to make it over there and go. Hopefully Ashley's out by then, otherwise it's going to be a bit of a shit conundrum.

That's why I went with "interesting" and not necessarily smart or likely.

Again, it starts to get a bit murky here as to what has actually happened, but assuming it hasn't happened, it would be interesting to see the KSA square up and say, yep, go ahead and O&D us, *checks notes*, EPL.

They could have structured this a bit differently.

I understand the argument, but it's not really equivalent... https://www.pif.gov.sa/en/Pages/Boradmembers.aspx

Oh my.

Nope, no per se prohibition that I'm aware of. This gets into an area where the publicly available information isn't really available or clear. Speculation would be that KSA wouldn't want to be subject to providing the declaration of facts and other information that would be required of it as a director under the O&D test.

I'm a solid "fuck if I know." I can't see all the actual evidence one way or the other, and we're even going off secondhand accounts of what the issue is (those accounts make sense and they're from courts, so you figure they're fairly reliable, but still there's a little bit of telephone game there). My pure gut feeling is that the EPL would win on the issue, because the definition of control is so broad and I'd be pretty surprised if KSA the club/PIF/whomever can establish KSA's outside that definition. But, honestly, there's so much at play we're not privy to, that my gut reaction is not worth very much and I'd be happy to ultimately find out it's wrong.

I would think they'd be looking at whether, under applicable facts and law, KSA has the actual raw power and authority to direct the PIF's affairs (whether or not it may have voluntarily elected to refrain from doing so thus far) and whether there are any enforceable limits or constraints on any such power. Like if all KSA could do is appoint a bunch of figurehead directors with no actual power, and other parties are the ones who can appoint "real" directors, that's one thing. If KSA has the authority to wipe out the board whenever it wants and appoint whomever it wants whenever it wants, that's quite another. What I don't think will cut it are unenforceable representations or promises that KSA hasn't exercised control before and won't in the future, if it actually has the power to do so. As far as the arbitrators go, I doubt any of them will feel beholden to whomever appointed them--that's not good for long-term reputational prospects.

You're reading it correctly. And I suppose "separate" isn't an unreasonable shorthand for the concept -- it's just that you can be separate and still have control. Like if I own 100% of the stock in a corporation, the corporation and I are separate and distinct legal "people" with our own rights and liabilities, but I still control the corporation. The main applicable definitions from the rules are here (and I'm not necessarily saying the EPL wins, here, just that this is the language at play):

I'm not sure where the idea that the issue is whether KSA and PIF are "separate" came from or why it has continued. It's not about separateness, per se, it's about ability to control (whether actually exercised or not).