Financial Fair Play / Profit & Sustainability - New APT Rules Approved by Premier League

[Dr.Spaceman]

4 minutes ago, Jackie Broon said:

 

The Vlachodimos - Anderson deal etc.

 

 

 

 

Honestly, if in between all this bollocks that is one of the things they come down on us for, that would be fucking mental. We could have done so much worse, tried a lot more shenanigans and made the PL's job so much more difficult.

[Ben]

The system seems fair, 20 clubs with an equal share, any votes must have 14 to pass. How the fuck has it come to total capitulation.

[gbandit]

1 minute ago, Ben said:

The system seems fair, 20 clubs with an equal share, any votes must have 14 to pass. How the fuck has it come to total capitulation.

Because people haven’t been voting in their own interest at times because they have no power. Therefore, rules that suit a smaller number of clubs have come into effect to their detriment

[madras]

1 minute ago, Ben said:

The system seems fair, 20 clubs with an equal share, any votes must have 14 to pass. How the fuck has it come to total capitulation.

Because some clubs ( and I'll include us under Ashley) would rather be 14th with a share of the current TV money than fighting  for a title after the cartel clubs have fucked off to form their own league and the TV deal they'd then get

 

[Jackie Broon]

4 minutes ago, gbandit said:

Because people haven’t been voting in their own interest at times because they have no power. Therefore, rules that suit a smaller number of clubs have come into effect to their detriment

 

They have been voting in their interest, PSR maintains the gulf between the promoted clubs and the mid-table clubs as well as pulling up the ladder to clubs wanting to break away from them into the top 6.

[Abacus]

35 minutes ago, Jackie Broon said:

 

The Vlachodimos - Anderson deal etc.

 

 

 

Except he refers to these as being potentially treated as APT deals, which they clearly weren't and aren't. It makes me doubt his analysis overall.

 

Unless he is talking about everything being classed as if it were an APT deal, which is clearly nonsensical as well.

 

Edit - in fact, wasn't he one of the people downplaying the significance of the ruling in the first place? Memory may be wrong, but that's quite the volte face if it isn't.

 

 

Edited October 13 by Abacus

[Heron]

1 hour ago, bobbydazzla said:

I’ve said this as part of other rants I’ve made in here, but I’ll raise it again as a single point:

 

Why didn’t the PL investigate Ashley’s APT’s between NUFC & Sports Direct, which were clearly not FMV?

 

I think the maximum he paid to plaster our entire ground in SD logos was £2m in a season. And for the last 2 seasons of his reign, SD paid NOTHING. We were being financially abused by an APT parasite

 

When it came to protecting NUFC from this parasitic abuser, the PL didn’t give a fuck

 

But surprise surprise they reacted within days when we potentially had the financial clout to challenge the cartel 

 

 

 

Very valid point.

[Abacus]

They're only looking at ATP's above market value, not below.

 

Though you might argue that if the true aim was sustainability to stop clubs going bust, why that shouldn't have been the case.

[Ben]

So really FMV will never be proven on any football transaction 

[bobbydazzla]

12 minutes ago, Abacus said:

They're only looking at ATP's above market value, not below.

 

Though you might argue that if the true aim was sustainability to stop clubs going bust, why that shouldn't have been the case.

And that just emphasises the doublespeak that is PSR

 

It’s claimed by the PL that PSR stops clubs “doing a Pompey” when in reality PSR is intended to stop anyone gaining enough financial muscle to challenge the cartel

 

And as a result, anti-competitive behaviour by the PL definition of the term means a club becoming financially competitive enough to be able to challenge the cartel 

 

 

Edited October 13 by bobbydazzla

[Dr.Spaceman]

3 minutes ago, Ben said:

So really FMV will never be proven on any football transaction 

 

It's surely FMV with the market being....other football related financial dealings. It's stupid. You should technically never be allowed to break the transfer record ever again under those rules, unless you've got someone who scores a goal every half an hour over the course of 38 games, given Haaland's fee.

[Ben]

1 minute ago, Dr.Spaceman said:

 

It's surely FMV with the market being....other football related financial dealings. It's stupid. You should technically never be allowed to break the transfer record ever again under those rules, unless you've got someone who scores a goal every half an hour over the course of 38 games, given Haaland's fee.

 

I'm surprised some of the richest people in the world are still interested in a league with zero growth potential.

[Scoot]

3 hours ago, Ronson333 said:

 

 

Stopped reading at...

 

Club took it upon themselves to challenge APT rules and failed

 

As they quite obviously didn't fail. 

[Jonas]

12 hours ago, loki679 said:

All this just to stop us from maybe, possibly winning something for the first time in 50 years

Cure is worse than the disease.

Literally the worst thing that could have happened is ourselves on Villa would be perennial CL contenders and future title contenders.

Its like 8 teams challenging for 4 places and more teams challenging for the title is the last thing they want. It would be anything but bad for the league but they'll sacrifice even there own benefit to keep the usual suspects happy.

 

 

Edited October 13 by Jonas

[TRon]

15 hours ago, Whitley mag said:

 

 

 

 

 

 

Of course it's not the PL officials who will be footing this bill, it will be all the PL clubs in effect, since they are the ones who fund these legal costs. Rick Masters had to cancel some high profile golf tournament appearance, that is about as much as it will have cost him.

[et tu brute]

3 hours ago, Ben said:

The system seems fair, 20 clubs with an equal share, any votes must have 14 to pass. How the fuck has it come to total capitulation.

It's not though in business terms (like it or not that's what it is now), as you can get clubs banding together to stop other clubs. Which is exactly what is happening. It was always going to come to a head

[NG32]

6 hours ago, Heron said:

Perhaps that was there intention? After the whole Super League debacle...

Interesting thought.

[r0cafella]

Spoiler

www.nytimes.com
Everton, Brighton, Arsenal and the Premier League clubs with the largest shareholder loans
Matt Slater, Philip Buckingham
12 - 15 minutes

From the moment a 175-page tribunal verdict was published last week, there was the inevitable scramble to declare a winner in an opening legal battle between Manchester City and the Premier League.

Both sides attempted to spin the verdict in their favour but in a long list of legal arguments, some more important than others, there was no denying City could claim one significant victory: in successfully arguing that shareholder loans should face the same assessments as any commercial deal, they did enough to ensure that associated party transactions (APT) rules could be declared unlawful.

The Premier League maintains the legal tribunal brought against it by City has served to endorse “the overall objectives, framework and decision-making of the APT system” but defeats suffered along the way have left it facing significant legal and political problems.

So the APT rules now need to be amended, but can the league get a two-thirds majority of clubs to back the repair job, especially when City’s lawyers scrutinise their handiwork?

The Athletic analyses the long-term implications of shareholder loans and the benefits they bring.
What are shareholder loans?

They do exactly what it says on the tin: it is money loaned to a club by their shareholders. They amount to a form of funding, a means for owners to inject cash into the football project without seeking equity in return. Typically these are long-term arrangements, often free of interest payments.

And clubs are certainly fond of them. Fourteen of the 20 Premier League teams in the 2022-23 season had shareholder loans recorded in their most recent set of accounts and City’s legal team were only too happy to highlight the extent of their use during this case. It was cited that £1.5billion ($1.96bn) out of £4bn total borrowings across the division — 37 per cent — were through shareholder loans.

“The main motivation (behind shareholder loans) is that it’s an easier mechanism for an owner getting their money back,” says Chris Weatherspoon, an accountant and financial analyst at the football website Game State. “If they put in equity, that’s them effectively giving up any right to a return, short of paying out dividends, which hardly any club does or even can do, as most are in a position of accumulated deficits, or making their money back when they sell up.

“It’s also more tax efficient. Interest costs on debt — if owners charge them — are tax-deductible for clubs, so reduce the club’s tax burden; dividend payments aren’t.

“Another point is that if there’s a need to plug a cash-flow gap quickly, lending money is easier than working through the mechanism of issuing shares.”

The Premier League, until this point, had excluded shareholder loans from APT rules, saying they would “encourage investment” in clubs. It also reminded us this week that 19 of the 20 members, City included, had been responsible for voting through the existing APT rules in 2021, with only Newcastle United abstaining.

Read more: Manchester City vs the Premier League

    Man City and PL both claim victories after APT ruling
    The APT verdict (briefly) explained
    APT verdict hasn’t changed anyone’s mind

Why did City raise them as an issue?

City came hard at the Premier League when launching their legal challenge in June, saying the APT rules in place were “discriminatory and distortive”. They also called their existence “unlawful” and set about picking holes in a set of regulations designed to prevent clubs earning increased revenue through inflated commercial deals.

Everything, in theory, had to reflect fair market value (FMV). Only, shareholder loans have never done that. No bank would lend hundreds of millions interest-free, so why should a club benefit from such an arrangement through its owners? It was, City argued, the very definition of an associated party transaction and “at odds with the whole rationale of PSR (the league’s profit and sustainability rules)”.

“The exclusion of shareholder loans from the APT rules distorts competition in permitting one form of subsidy, namely a non-commercial loan but not another, namely a non-commercial sponsorship agreement,” City were cited as saying in the verdict.

And, most importantly, City’s argument over shareholder loans was accepted by the independent panel. That will force a change to the Premier League’s rules, with shareholder loans integrated into the broader APT regulations.

Any money loaned to a club by their owners will need to reflect FMV and see interest rates charged in line with commercial loans. The changes will bring the Premier League in line with UEFA, European football’s governing body, which applies FMV to shareholder loans in its financial fair play (FFP) calculations.
Which clubs have received most money from shareholder loans?

Three clubs lead the way by some distance: Everton, Brighton & Hove Albion and Arsenal. Collectively, those three had £1.08billion of debt owed in shareholder loans recorded in their 2022-23 accounts.

Everton’s profligacy during the reign of Farhad Moshiri sees them top the list with £451million borrowed in interest-free loans from the Iran-born businessman, a sum expected to be written off when The Friedkin Group completes its looming takeover of the club.

After Everton and Brighton, it is Arsenal who have borrowed most from their owners (Photo: Getty Images)

Brighton come next with £373million owed to Tony Bloom, their long-standing owner, in another interest-free arrangement. That outstanding sum had been trimmed thanks to a £33m repayment during the 2022-23 season but had previously increased every year since 2013.

Arsenal’s shareholder borrowings are much more recent. A refinancing of existing debt in 2020 saw them draw down a loan from parent company Kroenke Sports & Entertainment and, as of the 2022-23 accounts, that sum now stands at £259million. The precise rates of interest on that shareholder loan have not been disclosed, but Arsenal’s last two sets of accounts showed interest paid on total debts (including £10.2m worth of debentures) to be £4.3m. That is less than half the interest Arsenal had previously paid when holding external debt.

Chelsea (£146million), Liverpool (£137m) Leicester City (£132m) and Bournemouth (£115m) are also north of £100m in shareholder loans but Leicester’s figure has been markedly reduced after £194m of loans to King Power International Co Limited, the club’s parent company, got capitalised into equity in February last year.

That is an approach others could adopt. Existing loans can be converted into shares, wiping out the borrowing and placing a club beyond the coming scrutiny.

It will not be a concern to half a dozen sides, including City, Tottenham Hotspur, Newcastle and Manchester United, who held no shareholder loans when filing their most recent set of accounts.

go-deeper

GO DEEPER

What are the implications of Man City’s APT case for Newcastle?

“How the Premier League address the shareholder loan issue will be very interesting, and I would advise them to be very cautious about what they do next,” says Jack Williams, a competition law barrister at Monckton Chambers.

“Their current rules have just been found to break competition law, so they must be careful not to create a new problem. The judgment has also given clubs the right to seek injunctive relief to prevent rules they might not like from coming in. But, on the other hand, the tribunal also relied on public law principles of due process and that rules out the retrospective application.

“So the league is in a difficult position. They need to create a level playing field, not one that is tilted.”
What could happen now?

Now there’s a question. The Premier League maintains this is just a bump in the road, no cause for alarm. Its belief is that the imminent change to its APT rules will not lead to retrospective assessment of PSR calculations, meaning no club will end up in hot water over their use of shareholder loans.

If only it were that simple.

“The exemption of shareholder loans was Manchester City’s big win on competition law and the potential impact is very significant indeed,” explains Stevie Loughrey, a partner at sports legal firm Onside Law. “The Premier League will need to amend its rules to expressly include shareholder loans. It remains to be seen whether this is to be from December 2021 (when APT rules were introduced) or just going forward.

“If the APT rules are invalid and we revert to the RPT (related party transaction) rules, then it would seem shareholder loans do need to be factored in from December 2021. All Premier League board decisions made since December 2021 on APTs may need to be revisited.

“Further, you can see that clubs such as Everton and Nottingham Forest may contend they have been subjected to punishments under an unlawful regime and seek compensation for that.”

Simon Leaf, a partner and sports law specialist at Mishcon de Reya, shares those misgivings.

“On the one hand, whilst the Premier League may try to carry on with the existing rules and rely on what is commonly known in the legal world as the ‘blue pencil test’, where essentially they would argue that the rules should be read so that they are automatically reinterpreted in a lawful way, it would appear that Manchester City would challenge this strongly,” says Leaf.

“City would, no doubt, try to argue that until formal changes to the rules are voted on and agreed by the other Premier League clubs, the APT rules are unlawful and therefore cannot be enforced.

“In my view, City may even try to suggest that the APT rules can only now work if the shareholder loan calculation applies retrospectively — which again, is likely to be problematic for the Premier League because several clubs are likely to oppose this, and may even try to challenge such a rule change themselves.”

(Justin Setterfield/Getty Images)

Consider this a can of worms opened.

For all that the Premier League insists there is a simple fix, a mere tweak to the rules, City believe all APT rules have been declared null and void by this tribunal.

And though the league may choose to avoid assessing shareholder loans retrospectively, as the likes of Everton will be hoping, it would leave it open to compensation claims from every club who have had a sponsorship deal revised downwards in the past three years.

The rabbit hole we are looking down, however, does not end there.

What if RPTs, which is what the Premier League previously called APTs, were also handled incorrectly, when assessments were only made once a club had declared them in their audited accounts? City might well be seeking an answer to that question as they attempt to defend themselves over more than 100 different finance-related charges.

That can be an argument for another day in court, but the implications for retrospective assessments are worthy of inspection.

Much would depend on when any shareholder loans were taken out. The FMV for borrowing £200million in 2021 would be very different to striking the same arrangement this year, with Bank of England interest rates climbing from 0.1 per cent to the current rate of five per cent during that period.

Tottenham, as an example, reported in their most recent accounts that 90 per cent of their £851million of borrowing, largely for the construction of their new stadium finished in 2019, was at fixed rates that averaged 2.79 per cent.

The shareholder loans taken out by Everton and Brighton came over several years, largely predating the sharp climb in interest rates since 2021, but in enjoying interest-free borrowing they would both be liable to a significant reassessment of PSR. Everton, even if judged by historic lending rates of three per cent, would need to add £12million a year to their already-strained PSR calculations.

Brighton would require similar alterations, but their participation in the Europa League last season would suggest they have little cause to worry. UEFA, unlike the Premier League, applies FMV to shareholder loans when assessing FFP positions and would have calculated Brighton’s £373million of debt to Bloom accordingly.

That would also suggest Arsenal, who do pay a low level of interest on their borrowing from Kroenke, and Liverpool would be compliant regardless of any reassessments.

Shareholder loans, though, will never be quite the same again.

(Top photo: Getty Images)

 

[Nucasol]

1 hour ago, r0cafella said:

“The Premier League will need to amend its rules to expressly include shareholder loans. It remains to be seen whether this is to be from December 2021 (when APT rules were introduced) or just going forward.

“If the APT rules are invalid and we revert to the RPT (related party transaction) rules, then it would seem shareholder loans do need to be factored in from December 2021. All Premier League board decisions made since December 2021 on APTs may need to be revisited.

“Further, you can see that clubs such as Everton and Nottingham Forest may contend they have been subjected to punishments under an unlawful regime and seek compensation for that.”

Simon Leaf, a partner and sports law specialist at Mishcon de Reya, shares those misgivings.

“On the one hand, whilst the Premier League may try to carry on with the existing rules and rely on what is commonly known in the legal world as the ‘blue pencil test’, where essentially they would argue that the rules should be read so that they are automatically reinterpreted in a lawful way, it would appear that Manchester City would challenge this strongly,” says Leaf.

“City would, no doubt, try to argue that until formal changes to the rules are voted on and agreed by the other Premier League clubs, the APT rules are unlawful and therefore cannot be enforced.

“In my view, City may even try to suggest that the APT rules can only now work if the shareholder loan calculation applies retrospectively — which again, is likely to be problematic for the Premier League because several clubs are likely to oppose this, and may even try to challenge such a rule change themselves.”

 

Genuinely can’t see how they navigate the ship through this. City will push from December 2021 for application of the shareholder loan rules, the PL can’t do it retrospectively, so expect another legal can of worms to be opened. Despite what they’ve said, the PL have absolutely fucked themselves with this one. It’s perfect chaos pitting the two PL factions against each other.

[r0cafella]

11 minutes ago, Nucasol said:

 

Genuinely can’t see how they navigate the ship through this. City will push from December 2021 for application of the shareholder loan rules, the PL can’t do it retrospectively, so expect another legal can of worms to be opened. Despite what they’ve said, the PL have absolutely fucked themselves with this one. It’s perfect chaos pitting the two PL factions against each other.

The way to navigate it is quite clear and straightfotware however it's unlikely they choose that path. They simply have to get back to all being in agreement of whatever rules they want to publish. So basically horse trade with one another until you find something palatable to all members.

[Jackie Broon]

32 minutes ago, r0cafella said:

The way to navigate it is quite clear and straightfotware however it's unlikely they choose that path. They simply have to get back to all being in agreement of whatever rules they want to publish. So basically horse trade with one another until you find something palatable to all members.

 

Unless they completely wipe the PSR slate clean for everyone I don't see how they can avoid doing it retrospectively, PSR is retrospective over the previous 3 years. If they don't take into account FMV interest on shareholder loans retrospectively over that period the clubs with them would have an unfair and unlawful advantage for the next three years.

 

But then if they do that they'll run into a situation similar to the Leicester case. So I think they will probably have to start again with a clean slate for everyone.

 

 

Edited October 14 by Jackie Broon

[FloydianMag]

 

 

 

Edited October 14 by FloydianMag

[FloydianMag]

 

[KetsbaiaIsBald]

44 minutes ago, FloydianMag said:

 

 

That is a really interesting point.  

[Nucasol]

59 minutes ago, Jackie Broon said:

But then if they do that they'll run into a situation similar to the Leicester case. So I think they will probably have to start again with a clean slate for everyone.

Agreed but still the mechanics on fair value deals, permissible losses etc are still there to be crashed through with two sides that are diametrically opposed. Smacks of trying to solve for the Middle East’s problems. Logical approach but never going to happen.