Jackie Broon

If the takeover does happen it will have absolutely nothing to do with what that Walter Mitty bullshitter says.

14:54 He says "The Premier League are trying to get the CAT case thrown out... my understanding from the legal team at the club is that has failed, so they haven't got the CAT case thrown out". However: https://www.catribunal.org.uk/sites/default/files/2021-07/1402_StJames_Reasoned_Order_020721.pdf The PL have been given until the 12th to submit their response so a decision cannot have been made on their jurisdiction challenge. Also, that order makes it clear that there will be a hearing for the jurisdiction challenge, no decision will come on that before the hearing: "I am satisfied that the requested short extension of seven days will not prejudice the listing of the hearing of the Jurisdiction Application". The PL cannot have failed to get the CAT case thrown out yet. He is demonstrably talking shite.

The CAT have just allowed an extension for the PL to respond to the club’s jurisdiction evidence until 12th July, there is absolutely no chance whatsoever that a decision has been made on that yet.

It seems like the PL flat out refused to talk to or accept any correspondence from anyone but the club, that's part of the complaint in the CAT case.

The issue is that would effectively make the state's actions indirectly subject to UK criminal law at the whim of an unaccountable sporting organisation. There's no way any state would accept that, let alone a state like Saudi Arabia.

Yeah, people are getting far to hung up on 'legal separation', it's far more complex than that, it's about the definition of 'control' in section A. The definition of control is incredibly broad, there could be legal separation but still be control, or the potential of control, which would be control by their definition. However, it's so broad it could probably be interpreted to include banks where clubs have been bought with loans, other states such as China and the UAE who can potentially impose control over their citizens or even potential controls over businesses by UK government. It's so broad that there has to be a line drawn somewhere, and the PL may have already drawn that line with other decisions, such as Crystal Place and Manchester City.

My completely unqualified opinion is that the O&D test is worded in a clear unequivocal way that it applies from when a declaration of a new director/owner is submitted by the club and requires that those directors are immediately disqualified if the PL believes that a director/owner has not been disclosed in the declaration/s. But the PL went about it a different way, saying the O&D test doesn't start until they are satisfied that all of the owners and directors have disclosed, and the arbitration probably won't consider whether they were right to do that or not because it's just dealing with the definitions in Section A rather than the test in Section F.

Btw, this is the PL's barrister in the arbitration and CAT case. Same chambers as De Marco. https://www.blackstonechambers.com/barristers/adam-lewis-qc/ See Club C v Premier League; Company D v Premier League

https://www.bailii.org/ew/cases/EWHC/Comm/2021/349.html The relevant part: 4. By a decision letter dated 12 June 2020 (the "decision letter"), PLL concluded that KSA would become a Director of NUFC as that term is defined in Section A of PLL's Rules by reason of the Control (as that term is defined in Section A of PLL's Rules) that was or would be exercised by KSA over PZ Newco Limited via PIF. It was not suggested that it had decided that KSA had been or would be disqualified from being a "Director" or that it would refuse to agree the proposed change of control. I set out the material parts of the Rules later in this judgment. The decision letter set out the substance of PLL's reasoning in these terms: "… PIF expressly recognises that it will fall within the definition of "Director" under [PLL's] Rules, even though it would not be formally appointed as a director of [NUFC]. [PLL] agrees. Having taken external legal advice, [PLL] is also provisionally minded to conclude that KSA would become a Director under the Rules as well. Pursuant to [Section A], the definition of "Director" includes any "Person" (as defined under [Section A]) that will have "Control" over [NUFC] (as defined in [Section A]). [PLL] has accordingly been considering the scope of those two words, "Person" and "Control", under the Rules. The definition of "Person" under [Section A] includes "any … legal entity". [PLL]'s provisional view is that KSA … is a legal entity under English law. As such, it is a Person under the Rules, and thus capable of being a Director. If you disagree, [PLL] would welcome a reasoned explanation. The definition of "Control" in [Section A] includes either effective management control or beneficial ownership, or both. In particular, the relevant parts of the definition describe "Control" as "the power of a Person to exercise … direct or indirect control over the policies, affairs and/or management of a Club … and, without prejudice to the generality of the foregoing, Control shall be deemed to include: (a) the power (whether directly or indirectly … ) to appoint and/or remove all or such of the members of the board of directors of the Club as are able to cast a majority of the votes capable of being cast by the members of that board; and/or (b) the holding and/or possession of the beneficial interest in, and/or the ability to exercise the voting rights applicable to, Shares in the Club (whether directly, [or] indirectly …) which confer in aggregate on the holder(s) thereof 30 per cent or more of the total voting rights exercisable at general meetings of the Club". From the information you have provided, [PLL] is provisionally minded to conclude that KSA satisfies both elements in the test for "Control" over [NUFC] through its control over PIF (which, as noted, recognises that it will be a Director). In summary: 1. As to management, … PIF's directors are appointed by Royal Decree, and its current board is almost exclusively composed of KSA Government Ministers. The PIF Law puts [it] expressly under the direction of … a KSA Government Ministry. Its function is to serve the national interest of KSA. 2. As to ownership, it would appear that PIF is state-owned, and that it manages only state-owned assets. Again, if you disagree with either of these provisional conclusions, we would welcome your reasoned response. Following receipt of any submissions, [PLL] will fully consider them before reaching a final decision on the issues. If [PLL] then decides that KSA will not become a Director, then it will proceed to a decision on the application of Section [F] to the individuals who have been declared, including PIF. However, should the Board decide that KSA is also to be regarded as a future Director, then there will have to be a declaration in respect of KSA and the Board's decision on the application of [Section F] will have to be made in respect of KSA also." NUFC disputes this conclusion and the lawfulness of the process by which it was arrived at by PLL. It is this dispute that is the subject of the reference with which these proceedings are concerned.

We do, it's set out in the High Court judgement. It's that the PL think the KSA has 'control' (by the definition in section A of the PL's rules) over PIF and therefore would control NUFC.

I don't think that's what she was saying, she was saying that they had answered all of the questions in relation to that. We know the arbitration definitely is about that because it's confirmed in the high court decision.

I think it's a stretch to say that's "clearly not true" there's plenty to suggest that TV companies have substantial influence over the PL.

The monopolies and mergers commission blocked it on the basis that it would be anti-competitive. Our situation is sort of the opposite of that, our case is that the deal has been blocked, at least in part, due to potentially an anti-competitive influence from the big 6. They might not have minded as much if it had been one of their club being taken over.

Not necessarily, I deal with decisions that can only be challenged on a point of law, there's pretty much always a point of law that can be found to challenge on and I've seen many challenges go one way at the High Court, then the other way at the Court of Appeal and even back again at the Supreme Court. Although, I can't see it coming to that.

The legislative basis for the arbitration is the Arbitration Act 1996, that allows appeal on a point of law. Irrespective of what it says in the PL's rules I don't think they could override the right to appeal in primary legislation. Seems to be a common theme in the PL's rules to go above and beyond UK law with no legislative basis to do so. Although, if the arbitration fails I would think the fall-back will be the CAT case rather than an appeal, but I think that would be more likely to be for compensation rather than a route to the takeover because it will take too long.

Yes, it was changed in January, the section 'Acquisition of Control' (F24-27) was added. I assume they will be using the rules at the time that the declaration was submitted in April 2020. Even if they are using the new version, there have been no changes to the definitions in section A that are being considered in the arbitration.

I don't buy the 'club wanted to make a point' stuff. The club thought that Beloff should have been removed and lost that argument. I personally (and admittedly completely unqualified to do so) think the decision was flawed and probably challengeable (I see High Court decisions overturned by the Court of Appeal all the time in my line of work, so they're not infallible). Basically the Judge said that the arbitration is just about section A (which is just definitions) not section F (the O&D test) which Beloff forgot to disclose he had given advise on changes to. However, fundamentally section A is just definitions, those definitions only have meaning in relation to the rules themselves, which in this case is section F, so I can't see how the Judge could conclude that section A is a completely separate matter to section F. It just would have taken too long to appeal it.

That really reminds me of something

I doubt they will too, but you have got to wonder why they are so desperate to keep it private. This is probably their last big chance to do something to say 'look, we are open and transparent' before the review reports and they potentially end up with a regulator overseeing them.

That seems pretty damning in relation to the likely outcome of the review for the PL, I think it actually puts a great deal of pressure on PL to agree to an open hearing to show they are listening and being more transparent.

The Business Secretary Alok Sharma has still not granted the exclusion order to enable the PL to extend it's UK TV rights deal without tender, well over a month now since the consultation on that ended. So the government to currently have some potential leverage over the PL, if they want to use it.

That make absolutely no fucking sense at all.

Good point. Possibly because of stuff that has come out in disclosure. It might also be related to the CAT jurisdiction challenge, supporting their case of there being a material difference between the CAT and arbitration.

I suppose because the brand is so tied to them and a lot of the other clubs are transitory, being relegated and promoted. Ironically, I think the WhatsApp group the other 14 have is potentially illegal under competition law.

Well the theory is that having hearings in public increases transparency and accountability, that's why the human rights act protects the right to public criminal trials. Also, they may have stuff from the disclosure that would be embarrassing for the PL and, if so, it puts extra pressure for the PL to settle before it goes ahead. The only private information should be commercially sensitive information for the club and PIF, there shouldn't really be anything that the PL should be worried about being made public; unless they have done something wrong.