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

[Fantail Breeze]

27 minutes ago, B-more Mag said:

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)

What are your thoughts (based on the tiny info we know) about the club’s case? Do you think it has a chance?

[et tu brute]

2 minutes ago, Fantail Breeze said:

What are your thoughts (based on the tiny info we know) about the club’s case? Do you think it has a chance?

Don't think anyone can answer that with confidence (even people in the legal arena), due to as you mentioned the 'tiny info we know'. Nobody knows what either sides legal case is and what facts and documentation they will present during the case(s).  All we can do is just wait for the authorities in their legal popsitions to consider all the evidence and make the decision. I don't take much notice of people (on here, Twitter etc.) saying they are confident or not, as nobody has a clue what cases will be presented by either side.

[B-more Mag]

 

33 minutes ago, Fantail Breeze said:

What are your thoughts (based on the tiny info we know) about the club’s case? Do you think it has a chance? 

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.

[Fantail Breeze]

4 minutes ago, B-more Mag said:

 

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.

 Really helpful, thanks.

[Whitley mag]

59 minutes ago, B-more Mag said:

 

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.

The football law piece suggests they would be classed as a separate legal entity. So your take is that won’t be sufficient and the govt will be classed as having control by PL rules ? 

Writing on Football Law, Norton explained: "It is this author’s opinion that, unless it is demonstrated that the KSA PIF itself has facilitated or funded beoutQ, the degree of separation between the KSA’s system of government and the KSA PIF that is seemingly apparent – that the KSA PIF is a separate legal entity and is operated for the benefit of the KSA but not by the KSA per se – would be sufficient for the KSA PIF to avoid disqualification as a Director pursuant to the ODT."

If your interpretation is correct, then  the Man City ownership model would surely be called into question. Regardless of a further sporting ownership vehicle being set up, surely the Abhu Dhabi govt would have ultimate control in that scenario also ?

[Hhtoon]

39 minutes ago, Whitley mag said:

The football law piece suggests they would be classed as a separate legal entity. So your take is that won’t be sufficient and the govt will be classed as having control by PL rules ? 

Writing on Football Law, Norton explained: "It is this author’s opinion that, unless it is demonstrated that the KSA PIF itself has facilitated or funded beoutQ, the degree of separation between the KSA’s system of government and the KSA PIF that is seemingly apparent – that the KSA PIF is a separate legal entity and is operated for the benefit of the KSA but not by the KSA per se – would be sufficient for the KSA PIF to avoid disqualification as a Director pursuant to the ODT."

If your interpretation is correct, then  the Man City ownership model would surely be called into question. Regardless of a further sporting ownership vehicle being set up, surely the Abhu Dhabi govt would have ultimate control in that scenario also ?

Unless I'm mistaken, the issue isn't necessarily that they won't pass, it's just that they/MBS or whoever won't agree to being submitted as a person with control. 

[Whitley mag]

8 minutes ago, Hhtoon said:

Unless I'm mistaken, the issue isn't necessarily that they won't pass, it's just that they/MBS or whoever won't agree to being submitted as a person with control. 

I don’t even think they’ve asked for MBS to be named, it’s that they want the state to be named as a director.

The question is would they want the state to be named if they didn’t want to link the piracy. If it was the Norwegian sovereign wealth fund would they be asking for the govt to be named as a director. My personal opinion is I don’t think so.

 

 

Edited May 29, 2021 by Whitley mag

[Wandy]

When will we know after June 11th if the PL have been successful in having the CAT thrown out?

[Hhtoon]

7 minutes ago, Whitley mag said:

I don’t even think they’ve asked for MBS to be named, it’s that they want the state to be named as a director.

The question is would they want the state to be named if they didn’t want to link the piracy. If it was the Norwegian sovereign wealth fund would they be asking for the govt to be named as a director. My personal opinion is I don’t think so.

I had thought they'd named several specific people and it was just Staveley that mentioned the state but it's a little hazy now! I do agree it felt that piracy was what they were angling for though.  

[B-more Mag]

1 hour ago, Whitley mag said:

The football law piece suggests they would be classed as a separate legal entity. So your take is that won’t be sufficient and the govt will be classed as having control by PL rules ? 

Writing on Football Law, Norton explained: "It is this author’s opinion that, unless it is demonstrated that the KSA PIF itself has facilitated or funded beoutQ, the degree of separation between the KSA’s system of government and the KSA PIF that is seemingly apparent – that the KSA PIF is a separate legal entity and is operated for the benefit of the KSA but not by the KSA per se – would be sufficient for the KSA PIF to avoid disqualification as a Director pursuant to the ODT."

If your interpretation is correct, then  the Man City ownership model would surely be called into question. Regardless of a further sporting ownership vehicle being set up, surely the Abhu Dhabi govt would have ultimate control in that scenario also ?

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.

 

 

Edited May 29, 2021 by B-more Mag

[Whitley mag]

1 minute ago, B-more Mag said:

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 it's 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.

The only difference with the Man City model is that they appear to have been a lot more street wise in getting around the rules. The fact that they are sponsored by Etihad and have Abhu Dhabi plastered everywhere suggests more than purely sponsorship. 

Though the Abhu Dhabi United Group denied links to the state, it is a stretch to believe they are separate.

It was initially thought that Abu Dhabi United Group was a part of Abu Dhabi Investment Authority, a sovereign wealth fund owned by Abu Dhabi. But Abu Dhabi United Group had denied connection to the government of Abu Dhabi.

Masdar and Mubadala Developments, sister investment vehicles of Abu Dhabi managed by Manchester City chairman Khaldoon Al Mubarak also holds numerous investments which are linked to ADUG.

Mubadala Investment Company PJSC(Arabic: شركة مبادلة للاستثمار‎) (Mubadala) is an Emirati state-owned holding company that can be characterized as a sovereign wealth fund. It was established in January 2017 as a Public Joint Stock Company, merging the then-named Mubadala Development Company (now Mamoura Diversified Global Holding) and the International Petroleum Investment Company(IPIC), and is a wholly owned investment vehicle of the government of Abu Dhabi, in the United Arab Emirates.

[Dr Jinx]

45 minutes ago, Wandy said:

When will we know after June 11th if the PL have been successful in having the CAT thrown out?

My guess is the PL will load the judge with "evidence" to support their claim. The more the better as far as they are concerned.

Delay tactics again. No idea how the judge will side with it. If it gets thrown out the game is up but if it continues they'll see another delay as a win, especially if arbitration is going their way.

We need to tip the balance in our favour soon.

[B-more Mag]

52 minutes ago, Jackie Broon said:

Whilst I understand the point you are making, I can see how broad the definition of 'control' is in the PL handbook, and that makes me nervous about the arbitration. The legal opinion from Football Law, Thomas Horton, a barrister whose practice covers sports law and commercial disputes, is clearly implicitly stating that his opinion is the KSA would not meet the definition of 'control' over PIF when he refers to the "degree of separation" being "sufficient for PIF to avoid disqualification as a director".

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).

 

 

Edited May 29, 2021 by B-more Mag

[Jackie Broon]

43 minutes ago, B-more Mag said:

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).

I think the article was based on the letter he wrote to the PL under the instruction of NUST which can be found here:

https://nufctrust.co.uk/wp-content/uploads/2020/07/NUST-Letters-with-PL.pdf

The definition of control is referenced and it's implicitly clear that point 1 on page 4 is stating that the KSA would not meet that definition of control of PIF in relation to the PL's rules. 

This seems to indicate that PIF was made autonomous in 2014:

https://aawsat.com/home/article/143736

I've also seen a breakdown of government scrutiny of various SWFs in an IMF report (I think, but I'm struggling to find again) where, unlike other SWFs, they had zero requirement to report to government.

Btw, I'm as much trying to convince myself as anyone else that the PL don't have a watertight case.

 

 

Edited May 29, 2021 by Jackie Broon

[Super Duper Branko Strupar]

This fucking takeover best get sorted one way or another fast just so we can bin this fucking thread.

[cubaricho]

Thank you @B-more Mag. Stoked to have your insight around. 

[Whitley mag]

I’ll certainly bow to Jackie Broon and B-More Mag and their legal expertise in relation to PIF governance and how ‘control’ can be defined according to PL rule book.

The following from PIF website certainly suggests PIF board have to defer to CEDA on some key areas as referred to under article 7.

However, in terms of what is deemed control in terms of the day to day running of a football club, I’m not sure if the below requirements of PIF board suggest they wouldn’t have full control of club matters by which is deemed reasonable.

Reg 6.6 would suggest PIF board have full autonomy in appointing members to NUFC board for example without referring to CEDA.

Article 6
The Board shall supervise the Fund, including its management and affairs, and shall ensure its objectives are achieved and its powers—as stipulated in this Law—are exercised. To this end, the Board shall have all necessary authorities and powers. It shall also approve and issue the Fund's Bylaws and Policies, including the following:
1. Setting investment strategies, policies, and procedures, including targeted returns; and the mechanism for deciding on an investment, monitoring its performance, and exiting therefrom.
2. Setting a policy for distribution of Fund profits.
3. Setting risk management procedures and systems.
4. Determining the accounting standards and policies for drafting and auditing the
Fund’s financial statements, and determining the beginning and end of the fiscal year.
5. ApprovingtheFund'sloansandotherformsofdebt,includingissuingsukukand
bonds, in accordance with relevant rules.
6. SettingrulesfornominatingandappointingtheFund’srepresentativestotheboards
of directors of companies and other entities that the Fund owns or holds shares
therein, and determining their remuneration, as well as their rights and duties.
7. Setting policies and procedures for tax liability.
8. Designating the persons authorized to sign on behalf of the Fund.
9. Approving the procedures regulating the Fund's communication with the media.
10. Approving the Fund’s financial and administrative regulations.
3

     11. Approving the Fund's organizational structure and the manner of regulating and distributing its functions and duties.
12. Approving the Fund’s annual budget and annual report.
The Board may, when necessary, form committees to carry out any of its duties and responsibilities. It may also delegate certain powers to the Governor or any of the Fund’s officers, in accordance with the Fund's Bylaws and Policies.

Article 7
The Board shall submit to the Council of Economic and Development Affairs the Bylaws and Policies that regulate matters referred to in Article 6 (1), (2), (3), (4), and (5) of this Law, as well as the rules and procedures regulating its activities referred to in Article (8) of this Law, or any amendments thereto, within a period not less than 15 days or more than 30 days from the date set for their entry into force. The Council of Economic and Development Affairs may, within such period, direct the Board to make any amendments to the Bylaws and Policies, as it deems appropriate.

My own conclusion is that there is enough complexity in all of this, for an expert like Shaheed Fatima to fully exploit and we have every chance in arbitration.

 

 

Edited May 30, 2021 by Whitley mag

[RS]

Nah, you’re fucked Keith. 

[Whitley mag]

Just now, RS said:

Nah, you’re fucked Keith. 

Cheers ?

[Jackie Broon]

33 minutes ago, Whitley mag said:

I’ll certainly bow to Jackie Broon and B-More Mag and their legal expertise in relation to PIF governance and how ‘control’ can be defined according to PL rule book.

 

I have no legal expertise 

But that does seem to back up that PIF have complete autonomy in terms of their investments and the appointment of directors of companies they own.

 

[Ben]

 

[Candi_Hills]

6 minutes ago, Ben said:

 

George Gallowgate

[mrmojorisin75]

6 minutes ago, Ben said:

 

If that fucking idiot is in, I'm probably out

Amazed to see this is all still going on in here, been out of it for ages.  I'd tend to side with the idea we're fucked like but hold onto the hope that if Ashley is burning money on legal teams to fight this then presumably he's been told they've a decent chance of winning.  Granted he got £17m for fuck all but still, not like him to chuck money away.

[Hhtoon]

8 minutes ago, Ben said:

 

 

1 minute ago, Candi_Hills said:

George Gallowgate

George Gallohaway the lads

[Joey Linton]

28 minutes ago, Ben said:

 

He'll be on the podcast this Friday