Takeover Thread - July 1st statement, Staveley letter to Tracey Crouch (and response) in OP

[manorpark]

1 hour ago, ToonArmy1892 said:

Well, you've seen us win a trophy, so you have seen something nice, most of us haven't.

The European Fairs Cup, before it became the UEFA Cup then the current Europa League, was a great experience . . . 

https://www.skyscrapercity.com/threads/fairs-cup-newcastle-united-and-the-1969-fairs-cup-win-50th-anniversary-1969-to-2019.2177948/post-159296132

 

 

Edited May 19, 2021 by manorpark

[Jinky Jim]

7 minutes ago, Wandy said:

Yeah but we know that the only judge's opinon that really counts is Beloff's. And considering he played a big part in rewriting the very test that we could not get through, I don't hold out much hope that he is going to see things from the Saudis' point of view. I honestly think the PL believe they have arbitration in the bag by securing Beloff as the deciding QC.

I can’t disagree with your view about Beloff…..but with Arbitration only dealing with “Whether PIF are separate from Saudi State”, I think the evidence will show this to be the case and even the most biased of Judges will have to concede this point……I would like to believe that despite his leanings towards the PL, his impartiality as a judge would overcome any personal ties and accept the evidence put in front of him as beyond favouritism……At least I hope so!

[GWN]

4 minutes ago, manorpark said:

The European Fairs Cup, before it became the UEFA Cup then the current Europa League, was a great experience . . . 

https://www.skyscrapercity.com/threads/fairs-cup-newcastle-united-and-the-1969-fairs-cup-win-50th-anniversary-1969-to-2019.2177948/post-159296132

Doesn’t count I read it somewhere on a Mackem forum 

[BeloEmre]

So have our friend Luke Edwards had anything to say about yesterdays news? He’s blocked me, so can’t check.

[B-more Mag]

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).

[manorpark]

6 minutes ago, GWN said:

Doesn’t count I read it somewhere on a Mackem forum 

Yes, we didn't win the World Cup in 1966 either.

[Ankles Bennett]

6 hours ago, Minhosa said:

You say that like it's a deal breaker for them but perhaps it's not. Perhaps many of the members would prefer to shell out a few million each for a greater likelihood of us going nowhere/being relegated under Ashley and Bruce.

Give Spurs a choice of us with Saudi or without and them having to shell out £5m of the Kane monies and I reckon they'd opt for the latter.

So why didn't the other member clubs object to the Glazers takeover at ManU or the Fenway group at Liverpool or Stan Kroenki at Arsenal?

[Minhosa]

3 minutes ago, Ankles Bennett said:

So why didn't the other member clubs object to the Glazers takeover at ManU or the Fenway group at Liverpool or Stan Kroenki at Arsenal?

Perhaps there wasn't the grounds.

[Jinky Jim]

8 minutes ago, B-more Mag said:

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).

Earlier this year QC Mark Pelling shone a light on what the arbitration dispute would entail, he said: "Concerned exclusively with the question whether the Kingdom of Saudi Arabia would be a 'director' under the Premier League's rules and not with the question (of) whether if Kingdom of Saudi Arabia was a 'director' it would be disqualified".

 

The text of the letter makes it abundantly clear that the sole issue that the Premier League had decided - and then only provisionally - was that the Kingdom of Saudi Arabia satisfied the definitions so that it was to be regarded as a director."

The judge added: "The only dispute that can or will be decided in the current arbitration is whether this conclusion is correct".
 

I might be misinterpreting that, but I read it as the dispute is whether the kingdom of Saudi would be a director…..in other words is PIF separate from the Saudi state…however I’m no lawyer and bow to professional judgements in this.

[TRon]

19 hours ago, HTT II said:

I do think that if the Saudis do pull out, that AS and the Reubens will not just go away with them and would be back together at some point to try and generate another takeover bid with others as I feel those two parties in particular are desperate to get involved in the sport/a football club and see NUFC especially as the Crown Jewels to get their hands (a percentage) on in that very ‘arena’, sportingly, property, commercially etc.

Not sure about that. I think it was the prospect of the Saudis funding a deep overhaul of not just the football club, but the city which attracted the Reubens. In a world where only super clubs call the shots, I wonder if they would be as keen with a lesser buyer? Especially in the knowledge that the Saudis would probably get rubber stamped as future Man U or Spurs owners down the line by a delighted PL. 

[B-more Mag]

11 minutes ago, Jinky Jim said:

Earlier this year QC Mark Pelling shone a light on what the arbitration dispute would entail, he said: "Concerned exclusively with the question whether the Kingdom of Saudi Arabia would be a 'director' under the Premier League's rules and not with the question (of) whether if Kingdom of Saudi Arabia was a 'director' it would be disqualified".

 

The text of the letter makes it abundantly clear that the sole issue that the Premier League had decided - and then only provisionally - was that the Kingdom of Saudi Arabia satisfied the definitions so that it was to be regarded as a director."

The judge added: "The only dispute that can or will be decided in the current arbitration is whether this conclusion is correct".
 

I might be misinterpreting that, but I read it as the dispute is whether the kingdom of Saudi would be a director…..in other words is PIF separate from the Saudi state…however I’m no lawyer and bow to professional judgements in this.

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):

Quote

A.1.54.Subject to Rule A.1.55, “Director” means any Person occupying the position of director of a Club whose particulars are registered or registrable under the provisions of section 162 of the Act and includes a shadow director, that is to say, a Person in accordance with whose directions or instructions the directors of the Club are accustomed to act, or a Person having Control over the Club, or a Person exercising the powers that are usually associated with the powers of a director of a company;

Quote

A.1.47.“Control” means the power of a Person to exercise, or to be able to exercise or acquire, direct or indirect control over the policies, affairs and/or management of a Club, whether that power is constituted by rights or contracts (either separately or in combination) and having regard to the considerations of fact or law involved, and, without prejudice to the generality of the foregoing, Control shall be deemed to include:

(a)the power (whether directly or indirectly and whether by the ownership of share capital, by the possession of voting power, by contract or otherwise including without limitation by way of membership of any Concert Party) 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, indirectly (by means of holding such interests in one or more other persons) or by contract including without limitation by way of membership of any Concert Party) 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.

For the purposes of the above, any rights or powers of a Nominee for any Person or of an Associate of any Person or of a Connected Person to any Person shall be attributed to that Person;

 

 

 

Edited May 19, 2021 by B-more Mag

[Jinky Jim]

3 minutes ago, B-more Mag said:

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):

 

In layman’s terms then, what are the 3 judges looking at in the Arbitration, and in your opinion, will having one judge possibly a bit pro PL, effect his decision after seeing the evidence.

[TRon]

5 minutes ago, B-more Mag said:

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):

 

Also depends on who will interpret that language as judge and jury, and that is what the PL legal team will be hanging their hat on. English PL might carry a bit more weight than a mere club with a questionable foreign backer in their eyes. 

[B-more Mag]

8 minutes ago, Jinky Jim said:

In layman’s terms then, what are the 3 judges looking at in the Arbitration, and in your opinion, will having one judge possibly a bit pro PL, effect his decision after seeing the evidence.

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.

[Wandy]

3 minutes ago, B-more Mag said:

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.

So are we winning or losing arbitration, in your opinon? 

[Jinky Jim]

3 minutes ago, B-more Mag said:

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.

Thanks B-more Mag……a little bit more doubt about the outcome being positive. Particularly the line “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.”……. I had read many months ago, earlier in the takeover, that evidence was produced by PIF, that by Saudi Law, it was a separate entity, and that the PL had refused to acknowledge it…of course this is just hearsay as we don’t know the intricacies of the takeover. I’m sure all will be revealed in the arbitration. Lets hope their arguments and evidence win the day.

[B-more Mag]

14 minutes ago, Wandy said:

So are we winning or losing arbitration, in your opinon? 

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.  

 

 

Edited May 19, 2021 by B-more Mag

[Wandy]

It's been said many time before anyway, but....why is there even a question of whether the state will control the club? There is no rule in the O&D test that says a state cannot control a club, is there?

[Jinky Jim]

2 minutes ago, Wandy said:

It's been said many time before anyway, but....why is there even a question of whether the state will control the club? There is no rule in the O&D test that says a state cannot control a club, is there?

I think you will find that if the Saudi State were to control the club, then the issue of piracy would be uppermost and I believe that under the O&D test anyone involved in piracy would be rejected…as I’ve said before this is just hearsay anyway….bugger if I know what’s going on.

[nbthree3]

"Although the advice was not provided to the Club, the Club was informed that the Chairman had advised the EPL on amendments to its ‘Owners and Directors Test’ (‘OADT’) in Section F of its Rules. Shortly after the Chairman provided that advice in 2017 the Rules were changed to prevent a foreign owner involved in alleged broadcasting piracy from passing the test." 

https://www.nufc.co.uk/news/latest-news/club-update-05032021/ - as above

[Wandy]

I wonder if the PL have presentable evidence for the arbitration that MBS played a part in the piracy?

[B-more Mag]

5 minutes ago, Wandy said:

It's been said many time before anyway, but....why is there even a question of whether the state will control the club? There is no rule in the O&D test that says a state cannot control a club, is there?

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.

[Wandy]

4 minutes ago, nbthree3 said:

"Although the advice was not provided to the Club, the Club was informed that the Chairman had advised the EPL on amendments to its ‘Owners and Directors Test’ (‘OADT’) in Section F of its Rules. Shortly after the Chairman provided that advice in 2017 the Rules were changed to prevent a foreign owner involved in alleged broadcasting piracy from passing the test." 

https://www.nufc.co.uk/news/latest-news/club-update-05032021/ - as above

How on earth Beloff was not removed is absolutely astounding. It gives a sense of the scale of the task we have to win this.

[Jinky Jim]

Somehow, our lawyers must find enough evidence to show the judges that PIF are separate from the Saudi State…..if they do and we win the case the PL will have to either pass our takeover or employ another delaying tactic.

[et tu brute]

1 hour ago, TRon said:

Not sure about that. I think it was the prospect of the Saudis funding a deep overhaul of not just the football club, but the city which attracted the Reubens. In a world where only super clubs call the shots, I wonder if they would be as keen with a lesser buyer? Especially in the knowledge that the Saudis would probably get rubber stamped as future Man U or Spurs owners down the line by a delighted PL. 

yeah think you’re right, let’s be honest if the Reubens were so keen then they have more than enough money to take full control of the club themselves. 

 

 

Edited May 19, 2021 by et tu brute