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Bobbyhouston

Court It Is Then

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I find it strange that the SPFL can now propose giving clubs who don't participate in a cup competition money but they could not say a few months ago let's pay clubs in the leagues prize money based on their position but using their legal expertise to make it clear that the leagues where not over at the stage. If we could have gotten the leagues restarted and some clubs changed positions their first payment of the next season would be adjusted accordingly. If it became clear the leagues could not start have a vote to finalise them and nothing changes with the payments. There was no need to rush in to a decision which has lead to so many problems.

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4 minutes ago, Woodstock Jag said:

They said the only viable way of doing so was that way. They made an assessment of their own about whether it was credible to set-up a scheme of advances, due diligence and securities, and reached the conclusion that it wasn't. That is something a Board is entitled to do.

If the shareholders disagree, they can table a competent draft of an ordinary resolution of the company and ask the members to vote on it.

The only alternative motion proposed was one put forward by Rangers, and they were informed, following the SPFL's own legal advice, that what they proposed was incompatible with the company's Articles of Association and with the SPFL Board's fiduciary duties.

And they made it as hard as possible, almost suppression, for Rangers to get to that stage

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2 minutes ago, javeajag said:

No.....they said it was the ONLY way .....it was clearly stated that if the clubs wanted the cash this was the only way it could be done. Indeed they ruled out other suggestions stating they were not viable when it turns out now they were. As part of this they did not distribute relevant information.

this is central to the court case

I'm afraid they really didn't. There were several press interviews, including on Sportsound, when SPFL representatives were interrogated at length about whether advances were an alternative that could have been pursued and implemented to achieve the desired result. Both McLennan and Doncaster were clear that whilst advances per se can be made (this is trivially true) they could not, in practice, be used in the manner described.

Tom English was completely and utterly humiliated on Sportsound failing to understand the difference between an advance and a loan.

To be completely crystal clear: it still is not clear that advances was viable as an alternative, given the due diligence that would have had to have been done on any sums taking any club above the minimum prize-payment for their division. The idea that it should have been clear in April that alternatives were viable when it still isn't clear that they are viable is laughable.

1 minute ago, Fawlty Towers said:

I find it strange that the SPFL can now propose giving clubs who don't participate in a cup competition money but they could not say a few months ago let's pay clubs in the leagues prize money based on their position but using their legal expertise to make it clear that the leagues where not over at the stage. If we could have gotten the leagues restarted and some clubs changed positions their first payment of the next season would be adjusted accordingly. If it became clear the leagues could not start have a vote to finalise them and nothing changes with the payments. There was no need to rush in to a decision which has lead to so many problems.

It's quite straightforward: the distribution of prize-money for different competitions are determined according to different sets of rules.

I, like you, originally did not understand why they couldn't just recover overpayments from future advances.

Then I had it explained to me, and I listened to what McLennan and Doncaster said on Sportsound.

The problem is what if clubs go insolvent.

As directors of the SPFL it would be illegal for them to advance what is tantamount to a line of credit to a club without first satisfying itself that the club was fiscally sound until football resumes (whenever that may have been).

Cup competitions are different because prize-money is based on what round you got to. The SPFL is not suggesting here that they will pay clubs as though they had reached a round they hadn't reached. They are saying that the prize pot assumes clubs will take part and if they don't there's money left over, some of which can be made as a solidarity payment if necessary.

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45 minutes ago, Woodstock Jag said:

It wasn't just "in the small print of an extensive document". It was in the 20 or so page summary document they were provided with. Their ballot slips literally acknowledged that the return of voting slips was only requested and "if possible" by the Friday deadline.

This is incredibly basic corporate governance.

Sorry I deal with contracts and contractual deadlines on a day to day basic, one date only  is inserted onto it for completion. The required date by when it needs completed. With “Must be returned completed and signed prior to or on X date” you don’t state one date as compulsory and a different as recommended, as it’s putting misleading and deliberate confusing information across. 
 

Basic corporate governance states you set requirements clearly, concisely and with no ambiguity that can lead to differing view points to what is required 

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1 minute ago, Norgethistle said:

Sorry I deal with contracts and contractual deadlines on a day to day basic, one date only  is inserted onto it for completion. The required date by when it needs completed. With “Must be returned completed and signed prior to or on X date” you don’t state one date as compulsory and a different as recommended, as it’s putting misleading and deliberate confusing information across. 
 

Basic corporate governance states you set requirements clearly, concisely and with no ambiguity that can lead to differing view points to what is required 

But they didn't say "Must" they said "please" and "if possible". It wasn't, and wasn't intended to be, and wasn't communicated as being, a statutory deadline.

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9 minutes ago, Woodstock Jag said:

I'm afraid they really didn't. There were several press interviews, including on Sportsound, when SPFL representatives were interrogated at length about whether advances were an alternative that could have been pursued and implemented to achieve the desired result. Both McLennan and Doncaster were clear that whilst advances per se can be made (this is trivially true) they could not, in practice, be used in the manner described.

Tom English was completely and utterly humiliated on Sportsound failing to understand the difference between an advance and a loan.

To be completely crystal clear: it still is not clear that advances was viable as an alternative, given the due diligence that would have had to have been done on any sums taking any club above the minimum prize-payment for their division. The idea that it should have been clear in April that alternatives were viable when it still isn't clear that they are viable is laughable.

It's quite straightforward: the distribution of prize-money for different competitions are determined according to different sets of rules.

I, like you, originally did not understand why they couldn't just recover overpayments from future advances.

Then I had it explained to me, and I listened to what McLennan and Doncaster said on Sportsound.

The problem is what if clubs go insolvent.

As directors of the SPFL it would be illegal for them to advance what is tantamount to a line of credit to a club without first satisfying itself that the club was fiscally sound until football resumes (whenever that may have been).

Cup competitions are different because prize-money is based on what round you got to. The SPFL is not suggesting here that they will pay clubs as though they had reached a round they hadn't reached. They are saying that the prize pot assumes clubs will take part and if they don't there's money left over, some of which can be made as a solidarity payment if necessary.

Ok I never mentioned advances .....I stated the spfl said the only way to get cash to clubs was to close the season that it is now in dispute and I note not for the first time you ignored the fact that they withheld information 

Edited by javeajag

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Just now, javeajag said:

Ok I never mentioned advances .....I stated the spfl said the only way to get cash to clubs was to close the season that it is now in dispute and I note not for the first time you ignored the fact that they withheld infirnation.

How else do you propose that the SPFL could have made money available to clubs in April otherwise than by:

(a) lending it under a loan agreement (therefore requiring due diligence and probably the offer of securities to ensure they were repaid)

(b) advances on future entitlements to prize-money (which could lead to an overpayment and therefore require due diligence and probably the offer of securities to ensure they were repaid)

No one has come up with alternatives to those, and those are not viable.

Whether or not they withheld information (and that is disputed) the information we now have still doesn't suggest that there were alternatives that credibly could be pursued.

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1 minute ago, Woodstock Jag said:

How else do you propose that the SPFL could have made money available to clubs in April otherwise than by:

(a) lending it under a loan agreement (therefore requiring due diligence and probably the offer of securities to ensure they were repaid)

(b) advances on future entitlements to prize-money (which could lead to an overpayment and therefore require due diligence and probably the offer of securities to ensure they were repaid)

No one has come up with alternatives to those, and those are not viable.

Whether or not they withheld information (and that is disputed) the information we now have still doesn't suggest that there were alternatives that credibly could be pursued.

That is what will be outlined in court.

it is also interesting to note that there wasn’t enough time to explore the viability of loans/advances yet the vote was very clearly open for 28 days apparently 

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3 minutes ago, Woodstock Jag said:

I'm afraid they really didn't. There were several press interviews, including on Sportsound, when SPFL representatives were interrogated at length about whether advances were an alternative that could have been pursued and implemented to achieve the desired result. Both McLennan and Doncaster were clear that whilst advances per se can be made (this is trivially true) they could not, in practice, be used in the manner described.

Tom English was completely and utterly humiliated on Sportsound failing to understand the difference between an advance and a loan.

To be completely crystal clear: it still is not clear that advances was viable as an alternative, given the due diligence that would have had to have been done on any sums taking any club above the minimum prize-payment for their division. The idea that it should have been clear in April that alternatives were viable when it still isn't clear that they are viable is laughable.

It's quite straightforward: the distribution of prize-money for different competitions are determined according to different sets of rules.

I, like you, originally did not understand why they couldn't just recover overpayments from future advances.

Then I had it explained to me, and I listened to what McLennan and Doncaster said on Sportsound.

The problem is what if clubs go insolvent.

As directors of the SPFL it would be illegal for them to advance what is tantamount to a line of credit to a club without first satisfying itself that the club was fiscally sound until football resumes (whenever that may have been).

Cup competitions are different because prize-money is based on what round you got to. The SPFL is not suggesting here that they will pay clubs as though they had reached a round they hadn't reached. They are saying that the prize pot assumes clubs will take part and if they don't there's money left over, some of which can be made as a solidarity payment if necessary.

It would seem to me, a simple man, that to give any money to clubs who don't participate in the League Cup will require some tweaking of the current rules. My question then is why was there not the will to do that with the leagues? I say will as I believe that it could have been done. There was a report prior to the lockdown which showed none of our clubs where suffering financial distress and HMRC advise the SPFL if clubs are defaulting on their obligations and there has been no indication this was the case.

For whatever reason we were rushed in to a decision and the consequences are being felt and will be for quite some time.

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1 minute ago, javeajag said:

That is what will be outlined in court.

it is also interesting to note that there wasn’t enough time to explore the viability of loans/advances yet the vote was very clearly open for 28 days apparently 

You are being so spectacularly obtuse here. It wasn't the SPFL who set the 28 day statutory deadline. It was a provision of the Articles of Association.

They specifically asked the Clubs to get back in touch sooner than that so that they could gather sufficient support (if it existed) in a much shorter time-frame, because of the perceived urgency of the situation. They knew this wasn't a legal deadline but in their view it was clearly a business critical one, given the perceived need for funds to be released in a matter of days rather than weeks.

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1 minute ago, Fawlty Towers said:

It would seem to me, a simple man, that to give any money to clubs who don't participate in the League Cup will require some tweaking of the current rules. My question then is why was there not the will to do that with the leagues? I say will as I believe that it could have been done. There was a report prior to the lockdown which showed none of our clubs where suffering financial distress and HMRC advise the SPFL if clubs are defaulting on their obligations and there has been no indication this was the case.

For whatever reason we were rushed in to a decision and the consequences are being felt and will be for quite some time.

Indeed....as WJ has said many times the spfl as a member organisation can change their rules but apparently not their articles of association....

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2 minutes ago, Woodstock Jag said:

You are being so spectacularly obtuse here. It wasn't the SPFL who set the 28 day statutory deadline. It was a provision of the Articles of Association.

They specifically asked the Clubs to get back in touch sooner than that so that they could gather sufficient support (if it existed) in a much shorter time-frame, because of the perceived urgency of the situation. They knew this wasn't a legal deadline but in their view it was clearly a business critical one, given the perceived need for funds to be released in a matter of days rather than weeks.

You mean you couldn’t explore the viability of alternatives in 28 days ?

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2 minutes ago, Fawlty Towers said:

It would seem to me, a simple man, that to give any money to clubs who don't participate in the League Cup will require some tweaking of the current rules.

It wouldn't require a modification of the SPFL Rules and Regulations.

The basic rules of the leagues are (partly) governed by the SPFL Rules and Regulations and therefore require an ordinary resolution (and sometimes more onerous type of resolution) to be altered.

The same isn't true of the cup competitions. The fundamentals of their structure are left almost entirely to the discretion of the SPFL Board, and are therefore taken by way of an executive, rather than a members, decision.

The very essence of a cup lends itself to a different prize structure than a league competition. The bottom line is the SPFL Board doesn't need the clubs to agree on how a cup competition and its prize-money should be regulated. But they do need the clubs to sign off on changes of that nature for the league. Because of the corporate governance rules.

2 minutes ago, Fawlty Towers said:

My question then is why was there not the will to do that with the leagues?

Because the corporate structure and commercial agreements don't allow it.

2 minutes ago, Fawlty Towers said:

I say will as I believe that it could have been done.

Based on what?

2 minutes ago, Fawlty Towers said:

There was a report prior to the lockdown which showed none of our clubs where suffering financial distress and HMRC advise the SPFL if clubs are defaulting on their obligations and there has been no indication this was the case.

For whatever reason we were rushed in to a decision and the consequences are being felt and will be for quite some time.

That Montrose/Elgin City/Stenhousemuir haven't yet defaulted on their VAT or PAYE bills doesn't mean they aren't at risk of insolvency if their primary means of trading is cut-off abruptly and for an indefinite period by a pandemic.

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2 hours ago, Woodstock Jag said:

How else do you propose that the SPFL could have made money available to clubs in April otherwise than by:

(a) lending it under a loan agreement (therefore requiring due diligence and probably the offer of securities to ensure they were repaid)

(b) advances on future entitlements to prize-money (which could lead to an overpayment and therefore require due diligence and probably the offer of securities to ensure they were repaid)

No one has come up with alternatives to those, and those are not viable.

Whether or not they withheld information (and that is disputed) the information we now have still doesn't suggest that there were alternatives that credibly could be 

 

Edited by Jag36

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1 minute ago, Jag36 said:

You basically argue that the SPFL needed to act incredibly quickly to push through the resolution to insure prize money was paid out so no club would go bust...while also arguing that the SPFL made it clear a decision didn't have to be made for 28 days. Which one is it?

Because the urgency was dictated by perceived business need and financial urgency, whereas the 28 day deadline is a legal one that they can't change without the clubs deciding to amend the Articles of Association?

This isn't ******* difficult.

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Just now, Woodstock Jag said:

Because the urgency was dictated by perceived business need and financial urgency, whereas the 28 day deadline is a legal one that they can't change without the clubs deciding to amend the Articles of Association?

This isn't ******* difficult.

So there was/is no change to the spfl rules or articles of association that would allow payments to be made without closing the season ? 
 

it may be the actual business need and urgency at that time will need to be clarified .....how urgent was  it really .

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Just now, javeajag said:

So there was/is no change to the spfl rules or articles of association that would allow payments to be made without closing the season ?

Not unless you wanted those payments to be:

(a) grants from non-existent funds

(b) loans that had to be paid back (probably with interest, and definitely requiring due diligence and probably security/guarantees to be offered, all of which would have posed major problems for clubs with actual worries about solvency)

(c) advance payments on funds not yet due to clubs, which could result in overpayments, some of which may not be recovered if they experience financial difficulties and undergo an insolvency event, so see also "loans". 

Just now, javeajag said:

it may be the actual business need and urgency at that time will need to be clarified .....how urgent was  it really .

That's a matter of judgment for the SPFL Board based on the representations made to it by the clubs. Just because their assessment might have been wrong (and it's not clear that it wasn't) doesn't mean that it wasn't entitled to reach that conclusion based on what the members of the SPFL were telling it.

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Just now, Woodstock Jag said:

Not unless you wanted those payments to be:

(a) grants from non-existent funds

(b) loans that had to be paid back (probably with interest, and definitely requiring due diligence and probably security/guarantees to be offered, all of which would have posed major problems for clubs with actual worries about solvency)

(c) advance payments on funds not yet due to clubs, which could result in overpayments, some of which may not be recovered if they experience financial difficulties and undergo an insolvency event, so see also "loans". 

That's a matter of judgment for the SPFL Board based on the representations made to it by the clubs. Just because their assessment might have been wrong (and it's not clear that it wasn't) doesn't mean that it wasn't entitled to reach that conclusion based on what the members of the SPFL were telling it.

I’ll take that as a well maybe .....

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6 minutes ago, Woodstock Jag said:

It wouldn't require a modification of the SPFL Rules and Regulations.

The basic rules of the leagues are (partly) governed by the SPFL Rules and Regulations and therefore require an ordinary resolution (and sometimes more onerous type of resolution) to be altered.

The same isn't true of the cup competitions. The fundamentals of their structure are left almost entirely to the discretion of the SPFL Board, and are therefore taken by way of an executive, rather than a members, decision.

The very essence of a cup lends itself to a different prize structure than a league competition. The bottom line is the SPFL Board doesn't need the clubs to agree on how a cup competition and its prize-money should be regulated. But they do need the clubs to sign off on changes of that nature for the league. Because of the corporate governance rules.

Because the corporate structure and commercial agreements don't allow it.

Based on what?

That Montrose/Elgin City/Stenhousemuir haven't yet defaulted on their VAT or PAYE bills doesn't mean they aren't at risk of insolvency if their primary means of trading is cut-off abruptly and for an indefinite period by a pandemic.

Final contribution here as clearly all those years watching Rumpole of the Bailey have not had any impact on me.

Is it possible for the Board of the SPFL, or a member club, to put forward a resolution on any matter or to make changes to the rules currently in place? If it is then surely they could have put something forward to let clubs have funds without at that stage shutting down the season?

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Just now, javeajag said:

I’ll take that as a well maybe .....

No. It's a "no".

The SPFL Board was entitled to conclude that the other approaches were not viable.

Due diligence isn't something you can do overnight. Neither is the preparing of the documents necessary to agree and register a standard security. There would need to be a whole host of checks to make sure that there weren't prior ranking securities for every club that applied for a payment. There would need to be personal guarantees drawn up for club directors and/or property searches done to check whether a stadium had a mortgage or other charge on it. For every club that applied for a payment. There would have to be an agreed set of terms for the timetable for repaying the credit facility, and decisions made about what if any interest or late payment penalties would be imposed. For every club that applied for a payment.

This is not something that credibly could be done in the space of a week, or even, frankly four weeks. By comparison, this vote meant that prize-money hit clubs' bank accounts within 48 hours of the approval threshold being reached.

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1 minute ago, Woodstock Jag said:

No. It's a "no".

The SPFL Board was entitled to conclude that the other approaches were not viable.

Due diligence isn't something you can do overnight. Neither is the preparing of the documents necessary to agree and register a standard security. There would need to be a whole host of checks to make sure that there weren't prior ranking securities for every club that applied for a payment. There would need to be personal guarantees drawn up for club directors and/or property searches done to check whether a stadium had a mortgage or other charge on it. For every club that applied for a payment. There would have to be an agreed set of terms for the timetable for repaying the credit facility, and decisions made about what if any interest or late payment penalties would be imposed. For every club that applied for a payment.

This is not something that credibly could be done in the space of a week, or even, frankly four weeks. By comparison, this vote meant that prize-money hit clubs' bank accounts within 48 hours of the approval threshold being reached.

They were only entitled to conclude other approaches were not viable if indeed that was the case 

you then say well it wasn’t viable because there was work involved which might take some time which implies it may have indeed been viable ....the 48 hours is not a legal consideration 

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3 minutes ago, Fawlty Towers said:

Final contribution here as clearly all those years watching Rumpole of the Bailey have not had any impact on me.

Is it possible for the Board of the SPFL, or a member club, to put forward a resolution on any matter or to make changes to the rules currently in place?

Yes, but not all matters are governed exclusively by the SPFL Rules and Regulations.

In this instance, the Rules and Regulations govern what the SPFL can do once the money is available for distribution.

But the issue is also affected by the commercial contracts themselves. They govern whether the money is made available to the SPFL for distribution.

As best I understand the current situation, both the sponsorship contracts and the SPFL Rules required final standings to be determined before money could be made definitively available to clubs (as opposed to being made as credit and vulnerable to overpayment).

It wouldn't have been enough to change the SPFL Rules and Regulations. That would just have let the SPFL distribute the money according to different criteria if the money was available to them. But if the sponsorship contract says "the SPFL only gets this money if the season is completed" then the SPFL has no money to distribute even if it changes its own rules.

3 minutes ago, Fawlty Towers said:

If it is then surely they could have put something forward to let clubs have funds without at that stage shutting down the season?

So no.

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11 minutes ago, Woodstock Jag said:

Because the urgency was dictated by perceived business need and financial urgency, whereas the 28 day deadline is a legal one that they can't change without the clubs deciding to amend the Articles of Association?

This isn't ******* difficult.

It was only 'urgent' because the SPFL took no time to consider other possibilities. Whether any laws have been broken we will see. But as an organisation they have made a total mess of this. They made no attempt at fairness and to protect clubs being damaged through no fault of their own- the fall out from this has been a disaster for Scottish Football at a time when real leadership was needed. 

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Just now, Woodstock Jag said:

Yes, but not all matters are governed exclusively by the SPFL Rules and Regulations.

In this instance, the Rules and Regulations govern what the SPFL can do once the money is available for distribution.

But the issue is also affected by the commercial contracts themselves. They govern whether the money is made available to the SPFL for distribution.

As best I understand the current situation, both the sponsorship contracts and the SPFL Rules required final standings to be determined before money could be made definitively available to clubs (as opposed to being made as credit and vulnerable to overpayment).

It wouldn't have been enough to change the SPFL Rules and Regulations. That would just have let the SPFL distribute the money according to different criteria if the money was available to them. But if the sponsorship contract says "the SPFL only gets this money if the season is completed" then the SPFL has no money to distribute even if it changes its own rules.

So no.

You previously stated you didn’t know the content if the commercial contracts 

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1 minute ago, javeajag said:

They were only entitled to conclude other approaches were not viable if indeed that was the case 

No they were entitled to conclude it if, in their professional judgement, it wasn't viable to pursue that course of action, and it wouldn't achieve the urgent business ends that the actual resolution was intended to achieve.

1 minute ago, javeajag said:

you then say well it wasn’t viable because there was work involved which might take some time which implies it may have indeed been viable

Not if the SPFL Board's view was that time was of the essence. Which they were entitled to conclude even if they were wrong.

1 minute ago, javeajag said:

....the 48 hours is not a legal consideration 

It is, however, incredibly ******* relevant for the football clubs. Which are businesses. With bills. Falling due in April. During a pandemic. While unable to trade.

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