I think everyone on SFM knew that when the new club won its first trophy, whatever that trophy was, the old “same club” mantra would surface. Over the years, and since the nature of the debate is in the “santa exists” ballpark, we have largely discouraged discussion of it.
On the “old club” side, that reluctance to debate is largely because there is little value in arguing the toss with someone who either ;
- knows the idea is preposterous, but won’t admit it for whatever reason; or
- has been lied to by the person at (a) above and can’t be bothered to look at the facts for themselves.
On the “new club” side, the discouragement to discuss is mainly because we are in the main already equipped with the facts, and there seems little need to go over them again and again.
So why republish stevensanph’s blog and Hirsute Pursuit’s response from almost a decade ago?
Well firstly because it is an excellent piece of forensic scrutiny cutting through the fog which had begun to be induced by the MSM merely weeks after they had unanimously heralded the death of the old club.
Secondly because it was written as a response to the (at the time very unpopular) decision we made on SFM to close down the debate on the subject (for the reason stated above.
And lastly because the course of the truth – even if it is only shifted by a few degrees – can get completely lost as time goes by. Consequently, there are possibly many who take sides because of a leap of faith. This is a course-correction that demonstrates the absence of any need to do so.
So here then is a reprise of stevensanph’s remarks from 2013, on his own blog.
The Newco/Oldco debate has been ended over on TSFM, with the deletion of the excellent post from HirsutePursuit marking the end. While some think we need to keep reinforcing the message that its a totally new club, others are bored of the subject, so I can’t blame TSFM for wanting to move on.
Personally – I have read all the arguments – I am yet to be shown any factual proof that Green’s Gers are the old club. People will, and can believe whatever they want. For Rangers fans who want to believe its the same club, then, as long as they are happy, then fine. However, on paper, and in law, its a new club, and thats all that I care about!
TSFM posters wanting to continue the debate can do so below following on from HP’s excellent deleted post!
TSFM
This blog, as far as I have been concerned, is widely regarded as a forum for people who wish to highlight the inequalities and skewed reporting of the issues within the Scottish football arena. If it is not, perhaps you can make it clear what you see as its purpose.
Perhaps the biggest ever story within the Scottish game has been the circumstances surrounding the demise of Rangers Football Club. It is a multi-layered story and one that that is still moving. In many ways, it may be a story that is only just beginning.
Central to the debate (that should be completely on-topic) for this blog, is whether or not the authorities (at all levels) have acted in an equitable manner and whether or not the “free press” have given life to events in a truthful and balanced way.
With absolute regard to these matters, there is a fundamental issue surrounding the status of the club incorporated in 2012 and currently playing in the 3rd division of the Scottish Football League.
If you genuinely believe that the club incorporated in 2012 are the same club as was founded in 1872/1873 then you have every right to be outraged at the behaviour of the footballing authorities. You will probably accept that UEFA were right to “ban” the club from European competitions because of its holding company’s insolvency event; but feel completely persecuted by your fellow Scottish clubs who demoted your team to the arse-end of the game. You will see this “demotion” as a punishment far too severe for the actions of the rogue ex-owner of the club’s former “holding company”. To compound matters, you will see the LNS enquiry as just another opportunity for the clubs who have already revelled in meting out a severe punishment, to have another fly-kick. You would, no doubt, believe that whatever the previous owner of the club’s “holding company” did in terms of player payments, the trophies were won fairly by the club on the field of play and can never be taken away. You will be – in the main – satisfied with the narrative of the “free press” in referring to your club as the same entity as played in the SPL.
All of the attitudes and beliefs rely 100% on the tenet of a “club” existing as a separate entity from the legal entity (“company”) responsible for a football team.
If you genuinely believe that the club incorporated in 2012 are a different club as was founded in 1872/1873 then you will still have every right to be outraged at the behaviour of the footballing authorities. UEFA would rightly refuse European Club Licence for the new club – if one was applied for – as the new club do not meet the criteria; but you will feel completely let down by the self-serving nature of the SPL and the weakness shown by the SFA in attempting to place the new club in the top tier of Scottish football. You will see the new club’s fast-track acceptance into the SFL as without precedent and their award of full member status (of the SFA) as against existing rules. You will wonder how – when the members of the SFL voted to give them associate membership as new club – the SFL executive list them on their website as the old club. As the old club had ceased footballing activities in June, there should have been no SFA membership or SPL share to transfer in August. Since the old club is no more, you will not recognise any punishment for the actions of the rogue ex-owner of the club. You will see the LNS enquiry as an opportunity for some sort of justice in relation to years of outrageous cheating by the now dead club. You will think that trophies and prize-money were stolen from clubs who played by the rules. You will think that a correction of results is simply a consequence of the old club being found guilty of cheating. You will probably think that the LNS enquiry has nothing to do with the new club; but may wonder if the enquiry orders the repayment of the old club’s prize-money, would this create a new “football debt” that has to be repaid by the new club to continue using the old club’s SFA membership? You will be aghast at the apparent repeated mis-reporting of the situation by the “free press”.
All of the attitudes and beliefs rely 100% on the tenet of a “club” being the legal entity (“company”) responsible for a football team.
You may feel that these positions are “just a matter of opinion” and do not ultimately matter.
I disagree. The indeterminate status of the club incorporated in 2012 is a huge sore in the Scottish football landscape. This is the biggest story that just cannot go away. If the schism created by this sense of injustice is not resolved, Scottish football will implode. Attitudes may already be too entrenched; but that should not stop us trying to find a way forward.
The principal difficulty (again totally on topic) is that it appears – from both sides of the debate) -that people in positions of power within the game have made decisions that cannot be justified by their rules and articles of association.
We can – as you wish us to – stop talking about the status of the club incorporated in 2012, or we can continue to argue our respective positions as a crucial factor in this controversy.
In my view we can only hold the SFA, SPL and SFL to account if we insist that a definitive answer to all of the important questions are given.
The status of the club incorporated in 2012 is – in my view – a simple matter of fact. It is only because it is being considered to be a matter of opinion that we are where we are.
The Origins of the concept of a football club having an owner from whom it can be separated and its subsequent misuse by the SPL/SFA in 2012.
The following are taken from a well informed contributor to SFM who points out that pre 2005 no such concept existed in SPL rules and the meaning subsequently applied by LNS and The 5 Way Agreement is a danger to the fundamental integrity of the Scottish football industry and its member clubs.
The very short version of what follows is this:
The SPL articles state that its definitions and expressions need to be given the meanings as described in the Companies Act 2006.
The Companies Act 2006 says that an “undertaking” is “a body corporate” i.e. a company.
Lord Nimmo Smith has ignored this definition and instead accepted (or created) an alternative meaning for “undertaking” (as used in Article 2) which is fundamental to the concept of being able to separate Club from Company.
The principle of Club and company being distinct entities was expressly stated in the commissions terms of reference.
Lord Nimmo Smith has accepted the terms of reference as “facts”.
The SPL articles and rules apply to Clubs and to their “owners & operators”.
LNS asserts that the Club “Rangers FC” was owned & operated by Rangers Football Club plc.
He asserts that the Club “Rangers FC” transferred from Rangers Football Club plc to Sevco Scotland Ltd.
The Club (if found guilty) is still liable for the alleged breaches of SPL rules, even though the Club is no longer a member of the SPL.
He asserts that Sevco Scotland Ltd – as the new owner & operator of the Club – have a material interest in his commissions findings.
However…
Instead of his accepting LNS logic that allows the ethereal Club to be transferred between companies, the truth is – read in conjunction with the Companies Act 2006 – Article 2 really says that the Club is the “body corporate”. The Club is the Company.
The Club is Rangers Football Club plc. That Club is in liquidation.
Since Sevco Scotland Ltd did not purchase Rangers Football Club plc, Sevco Scotland did not buy the Club.
*On the simple basis of Sevco Scotland’s purchase of Rangers FC’s assets, the Commission cannot legally apply sanctions that would fall to Sevco Scotland for remedy.
This issue should have been fairly straightforward. We need to understand why it is not.
It is surprising to me that an experienced high court judge accepted the commission’s terms of reference without first checking its validity. It would be interesting to understand if the statement of reasons was really his own thoughts or a re-hash of the SPL legal advice that framed the commissions work.
It does not surprise me that the SPL have framed the commission in the way that they have. The “transferable Club” logic was first used to unsuccessfully argue that Newco should have Oldco’s share in the SPL. They are acting in their own commercial interest. Sporting Integrity has never been high on their agenda. We know what they are about.
It is hugely disappointing – but perhaps not surprising – that the SFA have not stepped in to clarify matters. Conflicted and/or incompetent probably best sums up its contribution.
Longer version.
The SPL – essentially as a trade association – will correctly do what they can to maximise revenue for their members. It falls to the SFA – as the game’s regulators – to ensure that the SPL’s existing procedures, articles and rules are adhered to.
It is almost without dispute that the SPL have not functioned well in following protocol. The SFA have been incredibly weak in insisting that they do so. In fact the SFA – by being party to the 5-way agreement – are themselves seemingly complicit in going off-plan. Again, regardless of your own beliefs and agenda, the SPL (by their actions) and the SFA (by their inactions) are not TRUSTED to act as fair brokers.
Lord Nimmo Smith is due to reconvene his enquiry in just over a week’s time. When writing my previous (and quickly deleted) post earlier in the week, my mind was already moving towards (what I consider to be) the insurmountable difficulty the retired High Court judge will face in steering his commission to a logical conclusion.
In football parlance, I fear that the SPL have given him a “hospital pass” that will eventually leave him just as damaged as the game. I had already prepared an outline of why I think his enquiry will ultimately flounder; but, wonder if this topic too will fall foul of the new censorship policy on this blog.
As I think Lord Nimmo Smith’s remit is an important point that needs discussion – and out of respect to those people who have supported this blog as the spiritual successor of RTC – I will attempt to post my thoughts here first. If this post gets removed or doesn’t get past moderation, I’ll do as TSFM (Big Pink?) suggested earlier and find another, more open, forum to engage in.
I apologise in advance for the length of this post; but the points, I think, are fairly straightforward. Please do bear with me.
We should probably start at the SPL Press Release of 12th September 2012:
Independent Commission Preliminary Hearing
The Commission has considered all the preliminary issues raised in the list submitted by Newco and points raised in letters from solicitors acting for Newco and for Oldco. It has decided:
1. The Commission will proceed with its inquiry in the terms of the Notice of Commission and will now set a date for a hearing and give directions.
2. Oldco and Rangers FC, who are named in the Issues contained in the Notice of Commission and alleged to have been in breach of SPL rules, will continue to have the right to appear and be represented at all hearings of the Commission and to make such submissions as they think fit.
3. Newco, as the current owner and operator of Rangers FC, although not alleged by the SPL to have committed any breach of SPL Rules, will also have the right to appear and be represented at all hearings of the Commission and to make such submissions as it thinks fit.
4. Written reasons for this decision will be made available in due course.
Further to the decision made today the Commission make the following procedural orders:
1. We set a date for a hearing to commence on Tuesday 13 November 2012 with continuations from day to day as may be required until Friday 16 November 2012. We will also allocate Tuesday 20 and Wednesday 21 November 2012 as additional dates should any further continuation be required.
2. We direct that the solicitors for The Scottish Premier League Limited lodge any documents, additional to those already lodged, together with an outline argument and a list of witnesses by 4 pm on Friday 19 October 2012.
3. We direct that Oldco, Newco or any other person claiming an interest and wishing to appear and be represented at the hearing give intimation to that effect and lodge any documents together with an outline argument and a list of witnesses, all by 4 pm on Thursday 1 November 2012.
4. We direct that intimation of the aforesaid decision and of these directions be made to the solicitors for Oldco and Newco.
No further comment will be made.
Couple of points worth noting:
1. The Commission will proceed with its inquiry in the terms of the Notice of Commission and will now set a date for a hearing and give directions.
2. Oldco and Rangers FC, who are named in the Issues contained in the Notice of Commission and alleged to have been in breach of SPL rules
So it is clear here that Oldco and Rangers FC have, in the terms of the Notice of Commission, been described as separate entities. It is important to realise that this distinction is made before the commission has had any opportunity to consider the circumstances.
This is a non-negotiable “fact” – as supplied by the SPL – that LNS either accepts or stands aside. He has chosen to accept it.
This “fact” was later given reasoning by way of the Commission’s Statement of Reasons and carried the names of the Commission members:
History
[3] Rangers Football Club was founded in 1872 as an association football club. It was incorporated in 1899 as The Rangers Football Club Limited. In recent years the company’s name was changed to The Rangers Football Club Plc, and it is now called RFC 2012 Plc (in administration). In line with the terminology used in the correspondence between the parties, we shall refer to this company as “Oldco”.
[4] The SPL was incorporated in 1998. Its share capital consists of sixteen shares of £1 each, of which twelve have been issued. Oldco was one of the founding members of the SPL, and remained a member until 3 August 2012 when the members of the SPL approved the registration of a transfer of its share in the SPL to The Dundee Football Club Limited. Each of the twelve members owns and operates an association football club which plays in the Scottish Premier League (“the League”). The club owned and operated by Oldco played in the League from 1998 until 2012 under the name of Rangers Football Club (“Rangers FC”).
…
[33] It is now necessary to quote some of the provisions of the Articles of the SPL. Article 2 contains definitions which, so far as relevant are:
“Club means the undertaking of an association football club which is, for the time being, entitled, in accordance with the Rules, to participate in the League
…
Company means The Scottish Premier League Limited
…
League means the combination of Clubs known as the Scottish Premier League operated by the Company in accordance with the Rules
…
Rules mean the Rules for the time being of the League
…
Share means a share of the Company and Share Capital and Shareholding”.
…
[37] It is also necessary to quote certain of the Rules. Rule I1 provides definitions of various terms in the Rules. Of these, we refer to the following:
Club means an association football club, other than a Candidate Club, which is, for the time being, eligible to participate in the League and, except where the context otherwise requires, includes the owner and operator of such club
…
[46] It will be recalled that in Article 2 “Club” is defined in terms of “the undertaking of an association football club”, and in Rule I1 it is defined in terms of an association football club which is, for the time being, eligible to participate in the League, and includes the owner and operator of such Club. Taking these definitions together, the SPL and its members have provided, by contract, that a Club is an undertaking which is capable of being owned and operated. While it no doubt depends on individual circumstances what exactly is comprised in the undertaking of any particular Club, it would at the least comprise its name, the contracts with its players, its manager and other staff, and its ground, even though these may change from time to time. In common speech a Club is treated as a recognisable entity which is capable of being owned and operated, and which continues in existence despite its transfer to another owner and operator. In legal terms, it appears to us to be no different from any other undertaking which is capable of being carried on, bought and sold. This is not to say that a Club has legal personality, separate from and additional to the legal personality of its owner and operator. We are satisfied that it does not, and Mr McKenzie did not seek to argue otherwise. So a Club cannot, lacking legal personality, enter into a contract by itself. But it can be affected by the contractual obligations of its owner and operator. It is the Club, not its owner and operator, which plays in the League. Under Rule A7.1.1 the Club is bound to comply with all relevant rules. The Rules clearly contemplate the imposition of sanctions upon a Club, in distinction to a sanction imposed upon the owner or operator. That power must continue to apply even if the owner and operator at the time of breach of the Rules has ceased to be a member of the SPL and its undertaking has been transferred to another owner and operator. While there can be no question of subjecting the new owner and operator to sanctions, there are sanctions which could be imposed in terms of the Rules which are capable of affecting the Club as a continuing entity (even though not an entity with legal personality), and which thus might affect the interest of the new owner and operator in it. For these reasons we reject the arguments advanced in paragraphs 2 and 6 of the list of preliminary issues.
Here we were introduced to a few new ideas:
1. That SPL members “own and operate” association football clubs
2. That “Rangers Football Club” was “owned and operated” by Oldco (Rangers Football Club plc).
3. Club means the undertaking of an association football club
4. An “undertaking” is “a recognisable entity which is capable of being owned and operated, and which continues in existence despite its transfer to another owner and operator. “
5. “A Club cannot, lacking legal personality, enter into a contract by itself. “
6. “A Club is an undertaking which is capable of being owned and operated.”
So, the principle, by which Lord Nimmo Smith, purports to connect Oldco and Newco is by the alleged transference of a non-corporate entity between the two owners and operators of the “Club”. The Club is the non-corporate entity he identified as the “undertaking” referred to in Article 2.
However, this is where he gets into some very serious difficulty. It is very strange that – when quoting the relevant articles – the retired High Court Judge did not notice or think the following did not have a part to play.
2. In these Articles:-
2006 Act means the Companies Act 2006 including any statutory modification or re-enactments thereof for the time being in force;
…
4. Unless the context otherwise requires, words or expressions contained in these Articles bear the same meaning as in the 2006 Act but excluding any statutory modification thereof not in force when these Articles or the relevant parts thereof are adopted.
The SPL articles make specific reference to the Companies Act 2006. Specifically “words or expressions contained in these Articles bear the same meaning as in the 2006 Act”
So when the articles refer to “undertaking” we must refer to the 2006 Act to check what meaning we should apply. If we do so, we find:
http://www.legislation.gov.uk/ukpga/2006/46/section/1161
1161Meaning of “undertaking” and related expressions
(1)In the Companies Acts “undertaking” means—
__(a)a body corporate or partnership, or
__(b)an unincorporated association carrying on a trade or business, with or without a view to profit.
(2)In the Companies Acts references to shares—
__(a)in relation to an undertaking with capital but no share capital, are to rights to share in the capital of the undertaking; and
__(b)in relation to an undertaking without capital, are to interests—
____(i)conferring any right to share in the profits or liability to contribute to the losses of the undertaking, or
____(ii)giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of a winding up.
(3)Other expressions appropriate to companies shall be construed, in relation to an undertaking which is not a company, as references to the corresponding persons, officers, documents or organs, as the case may be, appropriate to undertakings of that description.
This is subject to provision in any specific context providing for the translation of such expressions.
(4)References in the Companies Acts to “fellow subsidiary undertakings” are to undertakings which are subsidiary undertakings of the same parent undertaking but are not parent undertakings or subsidiary undertakings of each other.
(5)In the Companies Acts “group undertaking”, in relation to an undertaking, means an undertaking which is—
__(a)a parent undertaking or subsidiary undertaking of that undertaking, or
__(b)a subsidiary undertaking of any parent undertaking of that undertaking.
Everything that LNS uses to connect Newco to Oldco relies on a Club being a non-corporate entity. Without that interpretation, his original acceptance of the commissions remit would look very foolish. In my opinion, the commission’s statement of Reasons were always poorly framed
Using the 2006 Act – as it appears it is bound to do – I cannot see how any interpretation of “undertaking” can be used in the context of the SPL articles, other than “a body corporate”.
If I am correct and the correct interpretation of an undertaking in this context is “body corporate”, SPL Article 2, specifically (and quite clearly) states that a Club is the company. Since the Club that played in the SPL is in liquidation and the current version of Rangers has never been a member of the SPL, any attempt to sanction the new club for the sins of the old will be laughed out of court.
The real question – for me at least – is why has this ridiculous proposition has been put forward in the first place? Perhaps we can assume that the SPL chose to frame the commission’s remit in this way for purely commercial reasons; but, more worryingly, why have the SFA allowed it to progress?
RE: scores to settle and John Bennett, I believe the statement read he feels they have scores to settle after what was done to his club.
Perhaps settling sores might stretch to the hundreds who were left holding the bag when their financial world well and truly crashed. It would be nice if they could show some concern for all those they left high and dry after playing with monopoly money for many years.
Perhaps the newspaper headlines don’t accurately reflect John Bennet’s words. It wouldn’t be the first time I’ve read a headline then struggled to find the substance of that headline in the article.
But unless the Sun and the Record are sharing sub-editors, it would be strange that JB’s words were being interpreted in the same incorrect manner.
Could it be that more was said, off the record, that would give greater context to the statements that could be quoted?
Or possibly, the reporters and/or sub-editors simply betrayed there own similar feelings in the headlines? But surely not! I find it difficult to imagine the narrative related to Rangers being distorted within the media in Scotland.
Up till now they have been an absolute paragon of truth and virtue.
HP 10th July 20.08
“Perhaps”?. There is no question that the headlines in no way reflect the words of John Bennett.
Given that the articles were taken from a interview on Rangers TV there would be no “Off the record” remarks made.
Simply a case of words being twisted to portray Rangers in a negative way.
I’ m having a wee smile to myself, sitting here in relaxed mood after a wonderful afternoon in Dunbar; nice drive, beautiful day, and day one of the European Stone Stacking Championship 2021! https://www.bbc.co.uk/news/uk-scotland-57791811
http://stonestacking.co.uk/what-is-stone-stacking/
A very pleasant and interesting afternoon.
This evening, I’ve just had the fun of noticing that the BDO ‘Liquidators’ arrived at an interesting figure in making their counter claim ( in the claim that Whyte/the RFC Group made against the Liquidators]
“The company currently has a claim of no less than £18,453,263.72 against Group in respect of sums which Group received from the Company’s assets on or around 9 May 2011.”
I’m not a ‘numerologist’, but I see ’18’ and ’72’, and I wonder : a wee subtle suggestion that it was RFC of 1872 that the Liquidators were representing , not some feckin non-existent ‘company’ that had gone into liquidation while the football club it ‘owned’ had carried on being a shareholder in the SPL and a member of the SFA?
Honest to God!
The sheer absurdity of the’ Big Lie’ outdoes anything that Joe Stalin, Boris Ionsonov or Mao ever came up with in the way of lying!
John Clark 10th July 2021 At 23:57
As a young man I suffered a really bad ankle break, which required me to be in plaster for a while. The consultant who I saw was a man called Rae Simpson, who was actually the chairman of the old Rangers at the time. Not only was he clearly brilliant at his job, but he was willing to have a right good laugh with a young Celtic fan in his early teens. I was left with the impression of a thoroughly decent, very professional man, although at the time there seemed a general public acceptance that Rangers did not sign Roman Catholics. What I often wonder is what people like Mr Simpson and other Rangers board people of the past would think of the robbing of the public purse that took place in their club’s name, to the tune of tens of millions. My guess is they might be horrified, and aside from the sectarian signing policy they were prepared to ignore…well, I simply struggle why people can’t face up to the wrongs of the past, then try and move on, but what do I know!!!
Albertz11 10th July 2021 At 22:50
……..
I suppose it is a question of perception.
Rangers, as I understand it, are currently in the midst of a share offer to its fans.
I have no particular insight into how well or otherwise that offer has been received. However, from an outsider’s perspective it appears that, at various stages since it’s inception in 2012, the current version of Rangers has required an ‘enemy’ to bring the supporters together to fight the perceived injustices that have been presented.
I understand that there is currently a little local difficulty with Club 1872!
Whatever JB’s intention, the idea that ‘Rangers’ (and vicariously, the Rangers support) have ‘scores to settle’ is probably not that unhelpful from a unifying and fundraising perspective at this time.
From my perspective, the news headlines would appear to be written to appeal to the lowest common denominator in the same tone and substance I have heard from many (though, by no means all) Rangers fans over the past 8 or 9 years.
Interesting comments from Hugh Keevins today in regards to Celtic transfer plans, which at the moment aren’t great, but there is no need to knock one of the incoming transfers as whose he, while praising John Lundram as the greatest thing since sliced bread. I believe he came on a free from that well known football powerhouse Sheffield United. He also alludes to the glamor friendly with Real Madrid as a potential learning curve in CL football. Do the visiting teams in these glamor friendly not look for a fee for making an appearance. If so this could be a large size bill.
Can we now remove the year 1966 from everyday conversation. The commentators certainly were in overdrive during today’s final, just in case folk didn’t know about what happened that year. They also didn’t waste time in referencing any England appearances in WC games.
Conor Matchett has this in ‘The Scotsman’ this this morning:
” Rangers fan group the Union Bears threatened a “riot” should officers fail to facilitate their planned march from Ibrox to George Square, police have claimed….In a Police Scotland briefing ….officers describe how the event was policed. The officers state” The Rangers risk group known as the Union Bears requested police to facilitate a mass procession threatening a ‘riot’ if this request was not granted. The request was denied and engagement continued.”
The request was denied?
I rather thought a police escort was provided, along with some constables also participating in the celebrations?
Looking broadly at things since the Liquidation, we see : the SFA, the SPL, the SFL, the SMSM, the BBC, the ASA, abandon any notion of Truth in reporting the death of RFC of 1872 as a football club, and the civic authorities responsible for ‘law and order’ terrified to carry out their duties.
John Clark 12th July 2021 At 12:00
All of the above mentioned in your post could learn a lot from HMRC, who had no hesitation when dealing with Rangers 1872 to simply close them down and end of. Squeal and stomp about not fair, no matter the damage was done and it took all of eight minutes; no riots, no protest, and lastly empty threats of sink us well sink you ignored.
https://spfl.co.uk/news/spfl-statement-47786
SPFL statement
Premier Sports Cup – East Kilbride v Kilmarnock – 10/07/21
Kilmarnock have confirmed to the SPFL that they included Daniel Armstrong in Saturday’s Premier Sports Cup Group G game against East Kilbride at K-Park Training Academy when the player was subject to a one-match Scottish FA suspension in the competition.
Daniel Armstrong entered the field as a 72nd-minute substitute in a match Kilmarnock won 2-0.
As a result, Kilmarnock have been charged with breaching SPFL Rules and Regulations and the SPFL has arranged a disciplinary hearing for Thursday July 15.
…………………………………………………….
This will be interesting
Cluster One 13th July 2021 At 18:16
………….
I think there have been a couple of examples of ineligible players in this competition over the past few years. Without looking it up, Hearts comes to mind…?
Pretty sure that Hearts were fined and given a points deduction (without the opposing team being awarded the game). Did they not qualify for the next stage of the competition despite the deduction?
Also think there was another case were there was no points deduction – just a fine.
I don’t know if the hearing committee consider whether or not the player involved had a significant influence on the result of the game.
Given the previous examples, I’d be surprised if Kilmarnock were kicked out of the competition – but then again, I’ve been surprised in the past!
Bigboab1916 12th July 2021 At 13:39
‘..could learn a lot from HMRC, who had no hesitation when dealing with Rangers 1872 to simply close them down and end of. .’
++++++++++++
Your reference to HMRC prompted me to post part of the evidence of Mr Saunders , in which HMRC re mentioned a couple of times. Again, I have to say, it is all of what I heard that afternoon, but is only part of all of Saunders’ evidence.
I don’t doubt that there were differences of opinion within HMRC and I suspect that there was a strong body of opinion pushing hard to save RFC plc from Liquidation, or at least, trying to play down that Liquidation was the end! Certainly someone wrote that craven nonsense of a statement that HMRC issued.
However, as you say, in the end they didn’t faff about, but killed the CVA and in doing so, killed RFC plc as a football club.
“Extract from my notes of the BDO v RFC 2012 plc case
The hearing on Thursday 13 May 2021,
Witness: Mr James Saunders, Accountant, possessor of a Law degree, member of ACCA, senior manager and Insolvency practitioner with D&P.
Mr Saunders began giving evidence at 10.07 a.m .
This ‘extract’ covers the full afternoon session.
Mr McBrearty: Mr Saunders, the German Consortium?
Mr Saunders: Yes
QC: 19 March was 3 days after the date of submission for individual bids?
S: Yes
QC: “ Dear Charles [ed: Charles Walder, of D&P] , see….goodwill, brand, players’ contracts…£25 million, excluding Ibrox and Murray Park..”
That bid never went anywhere- Fair?
S: They may have engaged some advisers,
QC: It was an offer splitting out the heritable property from the other assets?
S: But the lack of function..
QC: The Ally McCoist/Walter Smith bid – were you around?
S: Yes, kind of
QC: Look at Vol 4,p.3936, “potential deal structure” – nominal £1.00 on completion: Ring a bell?
S: No.
QC: Don’t recognise it as a deal between [ed: indecipherable squiggle] McCoist & Smith?
S: No
QC: The Administrators were appointed on 14 February, were you on the team?
S: No, I didn’t join until third week in March.
QC: Moving on, the strategy was to go for a CVA as opposed to assets sale, agree?
S: Agreed
QC: There was no straightforward answer about which was better. A CVA would solve the SPL share problem because the club would have continued?
S: Yes
QC: It would have avoided fans’ perception of Liquidation?
S: Yes
QC: But a CVA would need 75% of Creditors, and HMRC could block it?
S: Yes
QC: And there were doubts abouut HMRC approval?
S: [ed: I have a wee dash; not sure whether that signifies there was no response,or whether the QC did not pause for a response]
QC: the Administrators did not have the means to deliver a CVA because of the shares?
S: Yes
QC: No legal steps were taken to gain control?
S: Taylor Wessing wrote to Craig Whyte asking him to deliver the shares.
QC: Were you aware of discussions between the Administrators and Whyte?
S: To see if the shares would be delivered.
QC: Rangers FC Group had been granted ‘Debentures’?
S: I can’t recall
QC: The effect was in favour of Craig Whyte-controlled entity?
S: I can’t say
QC: There was ongoing dialogue with Whyte to get the shares?
S: Yes
QC: There was a memorandum of offer, telling bidders the basis of bids?
S: Yes
QC: Vol 3, p 269, top of the page. Sarah Bell to David Whitehouse and Paul Clark, you copied in : “ Jimmy/Charles produced … confident in a CVA we have a blan…..” She seems to desire to move forward on the issue of the shares?
S: Yes
QC: Letter to Craig Whyte’s solicitor, Vol 3 , p. 2997, a letter from Taylor Wessing on 6 March, two weeks after Sarah Bell’s urgency about shares? Solicitor acting on behalf of Craig Whyte
“ 85% Share purchase agreement -Administrators request Group to transfer shares” ?
S: Yes
QC: Feedback, Vol , p.2644 ( and you’re not a recipient, Mr Saunders) Paul Clark to David Whitehouse: David, Johnson Taylor Wessing “…no identity of that party..” Craig Whyte not going to give up his shares?
Were you aware that some form of payment needed to be paid?
S: Yes
QC: Vol 3 p. 4594, email from Arthur Fernandes to David Whitehouse ad Paul Clark “ outline of Group’s position..”, then an email from Craig Whyte to Arthur Fernandes:
“RFC(G) will provide 51% shareholding, CW must accept Ticketus contract, CW will retain… which would not be available in Liquidation, CW would like representation on the Board, CW conditions for…..”
This is what Craig Whyte was saying. Is it right [ed: that is, in the meaning of ‘correct’] that Ticketus had leverage over Whyte?
S: Yes
QC; the other bidder knew?
S: Yes
QC: Ultimately, Whyte did agree to transfer the shares to Sevco , there would be CVA proposal, failing which an assets bid. Vol 4 p.2214, top of the page: an email Paul Clark/David Whitehouse( you’re not recipient, Mr S)
“ Craig has signed to release his shares but only to one party, Sevco”
S: Ticketus had said they had aligned with th Blue Knights
QC: There never was a point where Whyte was going to release to Ticketus?
S: There was no formal agreement that I was aware of
QC: HMRC’s attitude to a CVA. Need to investigate the causes of insolvency?
S; [ed: if there was a response I didn’t jot it down: in the context it was probably ‘yes’ ]
QC: Vol 2,p.2466: Paul Clark 26 February 2012 , from up-date with HMRC ( 26th was a Sunday, so the meeting was on 24th) “ HMRC want money back, prosecution of company officers, Liquidation the preferred outcome for full investigation.. ” ?
S: I was aware that HMRC preferred Liquidation, wanted to reserve their position
QC: So there were people expressing…..[ed:?]?
S: They didn’t have the authority..
QC: Vol 3, p. 2868, email content David Grier to David Whitehouse, draft up-date note for HMRC, recording the meeting with D&P, HMRC attending: p.2869: “HMRC restated their concerns with a CVA exit” Were you aware that HMRC were expressing [ed: indecipherable word, might be ‘decision’ or ‘desire’] re investigation?
S: I can’t recall
QC: In so far as D&P were meeting HMRC, there were concerns about HMRC and the football creditor rule ( in England football creditors get paid first). Do you recall HMRC expressing concern?
S: Yes, presented as a topic for discussion
QC: Vol 2, p.4176 email Des Dolan HMRC to Paul Clark copied to Paul Gilhooley of HMRC:
“ Read about gate money owed to Dunfermline, “£8 000. .. All debts of Administration..” Do you see that?
S: I do.
QC: It will vote against a CVA that will treat application of football creditor rule?
S: I don’t recall whether the Administrators paid those monies across.
QC: Had to deal with [ed: indecipherable wors/abbreviation] ?
S: Not really
QC: Vol 3,p.318 email 14 March Simon Shipperlee to David Whitehouse , copy to you:
“ football creditors: we will not be paying Dunfermline any further”
S: I don’t remember that
QC: But all attempts were being made to ensure compliance with HMRC? Vol 5, p 441.. another email “Sarah ,
(p 442 Football Creditor Rule ) “ HMRC will not support a CVA when there is a football creditor rule”
Do you recall that this was an issue throughout the Administration?
S: I understood… I don’t recall..
QC: But questions were still being raised about it, agreed?
S: Yes
QC: Internally, D&P attitude about CVA: Vol 3,p 704 ;You to Sarah Bell, Simon Shipperlee, David Whitehouse, Paul Clark, Peter Hart: “ dear all, we need to consider if a CVA is possible:
control of shares
15% on the ‘plus’ market
HMRC want Liquidation and investigation, is this possible in the context of a CVA..”
Do you agree that CVA should be called off?
S: Yes
QC: You were positing a way by which 85% could be got?
S: Yes
QC: A pro-active approach to try to get your hands on the shares?
S: Yes
QC: You ask for any ideas In the absence of a CVA will the SPL share be allowed?
S: Yes
QC: [ed: missed the question]
S: Yes: any way a potential claim could be carved out and..
QC: “ HMRC wants a Liquidation and Investigation”?
S: Yes, that was the preference of HMRC staff
QC: Your witness statement, p 5.32 “ also on 14 March I said ‘ a CVA was sufficiently feasible”.
There were meetiings..?
S: Yes
QC: “ sufficiently feasible” ? Might not work?
S: [ed: I’ve no note of any reply]
QC: the email of 14 March, various issues?
S: Yes
QC: Was there agreement that a CVA was ‘feasible’, by everyone?
S: The Administrators possibly challenged,
QC: There was no change in the circumstances?
S: Not that I was aware of
QC: p.730, email to Ronnie [ ed: Brown?] of Biggart Baillie 14 March, Sarah Bell
“ Thanks, Ronnie .HMRC want us to place the company into Liquidation. This would give the SPL a problem with the share….Clutching at straws”
This is a follow-up to the question whether Investigation could be got through Supervisor?
S: Yes
QC: In that email, is that HMRC seeking Liquidation in order to investigate?
S: Yes, but I would use ‘preference’
QC: In your witness statement you said earlier on the same day that on 14 March you were communicating that HMRC wanted Liquidation?
S: Yes, but they wouldn’t rule out a CVA
QC: I don’t see any change in meaning between what you said in one email as opposed to the other?
In that email you are asking whether a CVA supervisor could investigate?
S: There was a much wider dialogue going on at the time
QC: There is another possibility: that members of the team had a different opinion?
S: I was wondering that there was slim possibility of CVA investigation..
QC: The alternative to that slim possibility was Liquidation. You were more pessimistic than the Administrators?
S; I can’t say.
QC; [ed: I missed the question]
S; ..the SFA share would enhance the value.
QC: but always a risk?
S: Yes
QC: Another email-Joint Bundle Vol 3, 1470, to Simon Shipperlee: “ Did you get an email from the SPL? My gut feeling is still we can do this by CVA” That’s a fairly open expression of your opinion?
S: Yes. That was 3 days after offer of £25 million.
QC: I understand that. But you’re gut feeling is being expressed?
S: If HMRC were definitive a CVA would be closed off.
QC: But you wrote that at the time?
S: Yes.
QC: “my gut feeling is still.. You used that word in your previous attitude?
S: Yes
QC: The agreement reached with the Admin team being feasible, the others were more optimistic?
S: It was just an offer open for debate
QC: Vol 3, p.1545 , email, you to Peter Hart, Simon Shipperlee, on 20 March “ Sorry, chaps, …the Americans don’t wish to do a CVA..”
If the American £25 million, it avoided problems with the SFA and SPL?
S: A straightforward trade sale, better than a CVA
QC: Vol 3 p.2255, now an email from you to Nick at Taylor Wessing [ £25 million Bill Miller, £10 million Blue Knights/Ticketus, £12 million Singapore] The Blue Knights were looking for a CVA?
S: I can’t recall.
QC: “ Nick [ed: Moser..?], “mechanics of how we get shares under our control” : is this the email you are indicating that if can’t deliver on a CVA basis?
S: Correct
QC: Vol 3, p.3093: an email from Ramsay Smith, Media House to D&P: 30 March “get a statement out about what is happening to bids”
in the email from you to David Whitehouse and Paul Clark, you’re revising the statement from Ramsay by mentioning ‘going concern’ sale?
S: Yes
QC; 3091 draft statement “Administration Statement: ……” it would be….on a going concern’ basis” ?
S: Yes
QC: Vol 3, 3164 , what you then said in an email to Ramsay “I have removed reference to ‘going concern’ … Why? Can you explain the removal of ‘going concern’?
S: Yes. There was a lot of anxiety about anti-Trade sale
QC: Why would Whitehouse ask you to remove?
S: I can’t recall
QC: You got advice ( Vol 4 p379) from Taylor Wessing: heading ‘ memo to DW, PC, Sarah Bell’,- “Dear David, preview of options: dynamic situation …” Do you remember this advice?
S: I don’t really.
QC: “ Exec Summary-A scheme of arrangement would be good” Taylor Wessing :possibility of putting the Group into Administration and a scheme of arrangement = cancelling current shareholding, re-issue the shares , and no need of Craig Whyte; …asset sale?
S: No
QC: This is two months after the appointment of the Administrators and one month after you got involved!
I can’t find any [ed: ‘note’?] as to any advice that was taken?
This is the first formal advice re the transfer of shares?
S; I’m sure we discussed all this verbally; not that I’m aware of..
QC: And no legal step had been taken to transfer the shares?
S: No.
QC: And this was after 17 April.. The claim by Ticketus was part of the discussions
the two bidders were negotiating directly with Ticketus?
S: Yes, and with Craig Whyte directly.
QC: The other bidders were going to have to exert leverage over Craig Whyte, and the only one was Ticketus. Two bidders negotiated with Ticketus and Ticketus were also a Creditor. If Ticketus became an unsecured creditor they could vote against CVA?
S: Not sure
QC: If Brian Kennedy could get Ticketus on-side then Singapore were out, only one bidder left? Agree?
S: Which..er, ..?
QC: Vol 5, just “ by the deadline : SCAF ( Bill Miller) £25 million, Colin McLeod,[?] Brian Kennedy £5 million on CVA, Blue Knights £10 million ( CVA but Ticketus not to be secured creditor) Singapore in the same camp as Blue Knights.
16 March Kennedy drops out.
Singapore drops out 23 March
on 23 march Lord Hodge provided guidance in relation to Ticketus. Two bidders competing for the Whyte shares. ‘best and final ‘offers by 4 April
The bids at that stage were :
Singapore £12 million ,CVA basis, consensual agreement with Ticketus;
Brian Kennedy £10 million, CVA, Ticketus not to be a creditor, shares to be obtained by purchaser;
Bill Miller £10 million trade sale;
German consortium £30 million CVA
S: Regarded as not credible.
C; Two bidders trying to secure shares from Whyte.
Bill Miller, an asset sale: he was not interested in dealing with Whyte?
S: I can’t recall
Qc: Now- Mr Walder: his evidence regarding emails was that Paul Murray of the Blue Knights was expressing concern that there was no means for the Administrators to obtain the shares, and there was concern on the part of Singapore Consortium.
It was unclear who Ticketus could do a deal with?
S: Yes
QC: But you recall that was a concern, that the Administrators did not, but should have, controlled the shares?
S: We didn’t..er….weren’t able
QC: Do you recall concern in D&P about lack of control over Ticketus shares?
Vol 3, 3506, email: Sarah bell to Paul Clark, David Whitehouse, and you: “ Ticketus are purporting….” What did you understand?
S: That Craig Whyte was going to transfer his shares to a bidder to support Ticketus.
QC: You’d only be left with one option?
S: He wouldn’t have had the shares.
QC: p. 3911: at foot of page, you to Whitehouse and Sarah Bell, (day on which best and final bids)
“actually says we can only pursue 3(1)(a) only if better.. ,not duty bound to go for CVA ”
Bringing to the attention of Whitehouse the provisions of the Insolvency Act.
Did he ask you?
S: I may have done it…
QC: But “actually”? Does that suggest that there had been discussion? Wasn’t it a bit patronising of you to tell him?
S: I can’t recall.
QC: Can you recall what you meant by it?
S: That we didn’t have to propose a CVA
QC: ‘best and final bids’ are in, and you are deciding what to do with them “So we must pursue CVA if it is a better outcome”
S: If the offer in the hands of the bidders
QC: It is agreed that on 25 April the Singapore Consortium withdrew. partly because of Whyte shares.
Just prior to that an email from you, Vol 4, 410, to Sarah Bell & co: “17 April Amendment BK [Blue Knights] have stepped back.”
So, although BK and Ticketus didn’t finally pull out till 25 April, already BK stepping back
It would take too long now to get legal action against Ticketus. Bit of a bind: BK/ Ticketus bid fell apart, Bill Miller became front bidder?
Lord Tyre: I think we’ll adjourn for the day now. Mr Saunders, come back for 10 tomorrow. Court adjourned till tomorrow.”
Great effort once again JC.
I can’t help but notice when witnesses in this trial want to, they seem to have a photographic memory. However, when an awkward question, or an answer that might portray them/D&P in bad light, the response seems to be; I don’t recall, I don’t know, I wasn’t aware etc. Take your pick.
Slippery characters the lot of them!!!
Normanbatesmumfc 14th July 2021 At 15:55
‘… the response seems to be; I don’t recall, I don’t know, I wasn’t aware etc. ‘
I haven’t checked my notes, Normanbatesmumfc, but I think I heard one witness being told by Mr McBrearty QC that he was in danger of being referred to the judge for his apparent ‘ I can’t recall’ evasiveness,; and another being instructed by the judge to answer a question straightforwardly, the judge himself repeating Counsel’s question.
I’m no expert, of course, but I think the Courts accept that any witness might truthfully ‘not recall’ and allow for that.
But, of course, too much failure of memory in respect of some questions, while demonstrating a really good recall of other matters relating to events in question would at the very least make anyone think that, however honest the witness may be, his overall testimony might be unreliable.
In open Court, Lord Tyre said he would carefully consider how much weight to place on the testimony of one witness whose evidence I heard.
Just for fun, I tried to google on the subject , but got diverted by this entertaining and informative piece on cross-examination techniques
http://www.benchmarkinstitute.org/t_by_t/cross_exam/controlling_the_witness.htm
Incidentally, as far as I can see from the Court of Session website
https://www.scotcourts.gov.uk/current-business/court-notices/contempt-of-court-orders
there are only 4 cases relating to the ‘saga’ still under ‘reporting restrictions’:
HMA for restraint order re Craig Whyte 11 September 2015
HMA v Whyte, Withey , Grier, Whitehouse etc 16 October 2015
CG v RIFC plc 12 November 2015
The Rangers FC Group Ltd re Adjudication of claim 15 March 2016
And I hope there is a typo in this entry
” Pet: AD for leave to raise proceedings against RFC 2021 plc, Edinburgh Court of Session, 5 February 2021″
Two ‘Rangers’es are bad enough : a third would be intolerable!!
Hirsuitepursuit 13th July 19.44
https://www.bbc.co.uk/sport/football/57819557
@JC – indeed 2 are quite enough. I was taken by your phrase “only 4 cases relating…” in the context of the time, cost and overall imposition this farrago has imposed on Scottish society. An inordinate amount of consequence arising from the desire to “save” a relatively small business.
@UTH – likewise taken by your phrase “…did not sign Roman Catholics”. One of the first things that struck me when I moved to England in late 80s was the complete lack of interest in my (or anyone’s) religion in normal day to day life – the idea that your team wouldn’t sign a player based on this was unimaginable.
England is no paragon of virtue – witness the racism that is self evident at the moment – but it truly saddens me that Scotland appears unable to move beyond its sectarian past. Go back to 2012 and there was the option to start afresh – a New Rangers playing out of Ibrox but striking a new inclusive path, acknowledging lessons from history and offering a new beginning. Unfortunately that ship has sailed…
Great to see that crowds, albeit in restricted numbers, are being allowed back into stadiums for their European games
Provided they stick to the social distancing rules we can only hope that they remain safe, and lead the way for other clubs
Oh, the irony!
‘The Scotsman’ reported yesterday that another real journalist , Peter R de Vries ” always seeking the truth and standing up for justice” ,had died of wounds inflicted by some murdering sod of a gangster because of his investigative journalism and fearless truth-telling.
Today, the same newspaper’s sports section devotes a whole back page to propagation of the untruth that TRFC of 2012 creation is RFC of 1872, and about to celebrate the beginning of its 150th anniversary season with a friendly against Arsenal.
Another example of SMSM cowardice and dereliction of any journalistic duty to truth.
How deeply contemptible, to sell one’s soul for a ridiculous piece of nonsense.
John C
The transactional journalism model where access is granted for favourable coverage is the basis of fake news. It allows the same club myth is perpetrated after a 180 degree turn on the initial accurate representation of what liquidation actually means. The ‘stick’ side of the model is what happened to de Vries, but although the Scottish football story has not plumbed those depths, the threats implied in the dog whistle diplomacy of the post-Rangers era is probably sufficient to deal with the lesser men who infest the print and broadcast media in our country.
Given what is happening globally, the dishonesty in our game seems trivial, but it still needs to be challenged.
From memory, I can recall of only three journalists who have never bought into the continuation myth; Jim Spence, Phil Gordon and Ewing Grahame.
All, despite threats from the usual suspects, still continue to do so.
There’s no excuse for cowardice. That goes for football authorities as well as journalists.
Big Pink 18th July 2021 At 13:25
‘.. the dishonesty in our game seems trivial, but it still needs to be challenged.’
%%%%%%%%%%
I mentioned in a recent post , BP, that I hope, hope, that judgment goes in favour of the BDO Liquidators against the Administrators of RFC 2012 plc (In Liquidation]
Now, it’s a fact that even if I had heard ALL the evidence in the case, I would not presume to think I’m qualified in any particular way to pronounce judgment on the question as to whether the Administrators made an absolutely incompetent arse of the Administration. ([my gut feeling is that they did… But I keep in mind Mr Clark’s reference to ‘threats’ and ‘stress’]
What they, very competently, DID do , was to write this arrant ( and some would say ,craven] nonsense in their ‘Report to Creditors ‘ of 24 August 2012:
” 6.2 The sale of the business and certain assets included the sale of the Company’s right, title and interest in its SPL share and SFA membership. Following the sale of these assets, the sale of Ibrox and Murray Park and the transfer of the playing staff to Newco the Company was no longer in a position to meet the criteria for membership of any of the Football Authorities and therefore no longer operates a football club.
6.3 The Purchaser however required membership of the SFA and either the SPL or SFL in order to continue to operate as Rangers Football Club and participate in a senior football competition in Scotland, and therefore sought agreement with the football Authorities. The Company was required to be a party to such agreements in order to assist the Purchaser , as required by the SPA.
6.4 As has been widely publicised , the Purchaser was unsuccessful in its application for the transfer of the Company’s SPL share and following further negotiations with the Football Authorities ultimately agreed such terms as were necessary to obtain the transfer of the Company’s SFA membership and gain membership of the SFL. The terms of these agreements were ,inter alia:
6.4.1 that the Company’s SPL share was transferred to Dundee Football Club
6.4.2 that the Company’s SFA membership was transferred to the Purchaser.
6.4.3……..
6.4.4…….”
[ see https://find-and-update.company-information.service.gov.uk/company/SC004276/filing-history?page=1 ]
Honest to God:!
” the transfer of the playing staff to Newco ” ! as if there had been no TUPE problems which meant that none of the players was legally bound to transfer, because the whole club was not being bought whole and entire, and that some walked away, cocking a snoot at ‘the Purchaser”
” the Company’s SFA membership was transferred to the Purchaser.” Rubbish. Green’s Club 12/ Sevco 5088/ SevcoScotland/ TRFC had FIRST to apply as a NEW club for membership of a league, before they could become a new member of the SFA. No question of ‘inheriting’ a defunct club’s membership
The genesis of the Big Lie is in there.
And I rage that that nonsense was foisted on us by Doncaster and Regan ( and , of course, by the rotten, fearful club owners who meekly acceded to the nonsense for commercial reasons and accepted the filthy, secret 5-Way Agreement]
And my rage boils over at the hacks who betrayed their function as ‘journalists’ and swallowed the nonsense as greedily as they had for years swallowed the succulent lamb served up to them by the biggest sporting cheat there has ever been in Scottish football.
As you rightly point out, jiggery-pokery in Scottish Football or in its governance or in football reporting by the SMSM is not in itself of earth-shattering importance – relative to famine, pandemics, climate change disasters and such like .
But if public ‘authorities’ such as Sports Governance bodies and the Press are prepared to lie in ‘unimportant’ matters, what will they do in serious matters?
Who now believes anything that comes from Hampden?
Or from the pen of any editor of a Scottish newspaper which propagates the Big Lie?
Or, worse, from those in charge of BBC Pacific Quay?
I had almost forgotten that David Grier’s action for damages is still live
The Court of Session Rolls has this
“Tuesday 20th July
Lord Tyre
Continued Proof Before Answer
CA86/19 David Grier v The Chief Constable of Police Scotland Kennedys Scotland Ledingham Chalmers LLP A & W M Urquhart SGLD
CA72/20 David Grier v The Lord Advocate &c Kennedys Scotland SGLD
John Clark 18th July 23.39.
The fact that there was a TUPE completely proves that there was a “Transfer”. Thats what the T stands for. TUPE gives every employee two options. Continue as normal, or resign with immediate effect. TUPE only exists when there is a continuation.
Incidentally, I’ve just noticed that Duff and Phelps Ltd ( company number 05568550] notified Companies House on 30 April 2021 that it had changed its name to ‘Kroll Advisory Ltd’ following a company Resolution of 23 April.
And a shareholder ‘with significant control’ , D&P International Services (UK) Limited, notified its change of name to ‘Kroll International[UK] Limited’ on 7 July 2021.
Do they anticipate that BDO will win their case that the Administrators fell below par , and that huge damages may have to be paid thanks to their chaps’ incompetence?
Oh.My.God ?
#TUPE
Albertz11 19th July 2021 At 11:32
‘..The fact that there was a TUPE completely proves that there was a “Transfer”’
%%%%%%%%%
It was not a ‘relevant’ transfer under the TUPE.
Fraser Wishart / the PFA established that in Court, much to CG’s anger and rage. The contracts with RFC plc were ended automatically when the club was not rescued as a ‘going concern’.
There was no CVA and the club were liquidated, this meant all contracts were legally terminated and employees allowed the option to move on under the freedom of TUPE , which allows contracts to be terminated and/or decide if they wish to go with a new company, if offered new employment. Charles Green was under no obligation also to offer the same terms of contract to employees as he was not held under the employment laws that governed the old club, how could he be, he merely bought assert and ( and decided to start a new club and company) not the club/company, that was liquidated.
Some people cannot get over it, how sad.
Well, I listened in to most of the morning session of the ‘Proof’ in the Grier case, and to a chunk of it after lunch.
I only made some skimpy notes , so I don’t think I’ll be posting anything on the blog.
I don’t think I heard anything new, though.
The Pursuer’s main arguments were that the Police investigation involved serious breaches of fundamental rules [ seizing documents which they had been told were under legal privilege, failing to disclose to the accused information that ought to have disclosed [ for example, a meeting at Stanstead airport with Betts who from being a suspect, turned witness, and gave evidence to the Police] The basis point being that, under the Police and Criminal Evidence Act, it is not for the Police to decide what is to be disclosed.
The Hearing is completed [ finished at about 4.25] and Lord Tyre took the matter to avizandum, promising only to deliver judgment as soon as he can, being already started on writing up an earlier judgment.
Let’s remind ourselves of the good old days when the BBC reported reasonably truthfully on matters to do with the Liquidation, showing CG to be a chancing son of a bag of horse manure:
While ordinary football fans can be forgiven for not knowing the basics of the ‘Transfer of Undertakings Regulations’, it was a bit much for a ‘business man’, scavenging in the mire for the pickings of a liquidated football club, to pretend not to be fully aware of what the Regulations say -even for the BBC in early June 2012.
I’ve just refreshed my memories with this
https://www.bbc.co.uk/sport/football/18435185
How can Rangers get 8500 fans on Saturday then get 12750 the next day ? Does the virus lose 50% of it’s effectiveness overnight ???
Menace 20th July 2021 At 22:50
“…8500 fans on Saturday then get 12750 the next day.”
%%%%%%%%
No where near as miraculous as the phenomenon of a club founded in 2012 being already a hunner and fifty years old!
The Professor will doubtless have a wordy explanation!
Albertz11 19th July 2021 At 11:32
5 14 Rate This
John Clark 18th July 23.39.
The fact that there was a TUPE completely proves that there was a “Transfer”. Thats what the T stands for. TUPE gives every employee two options. Continue as normal, or resign with immediate effect. TUPE only exists when there is a continuation.
……..
This may be of some assistance in explaining the provisions of TUPE and why it did not apply to Rangers’ employees when it ceased trading:
https://www.ilntoday.com/2012/06/how-scottish-football-made-tupe-exciting/
“There is more than one significant problem with Mr Green’s analysis of the situation. While TUPE does seek to protect continuity of employment and ensure employees who work for an employer whose business is taken over have their terms and conditions of employment preserved, regulation 8(7) expressly states that the employment protections laid down in TUPE do not apply where the current employer (i.e. Rangers) is the subject of insolvency proceedings. This would include liquidation. Where this occurs and certain legal requirements are met, then the liquidation acts as a wall, which brings every employees employment to an end, without this transferring to the newco.”
Charles Green talked up the effect of TUPE – because, as you have just done, it falsely creates the impression of some sort of legal bridge between the original Rangers Football Club and Sevco Scotland.
It is claimed by many that the Rangers players who chose not to transfer to Sevco Scotland were doing so under the TUPE provisions. Even if true, Charles Green’s nonsensical proclamations could never seriously have been about forcing a transfer of employment/registration when players had objected. His rants were simply designed to reinforce the narrative that a relevant transfer of undertaking had taken place.
In reality, since Rangers Football Club was insolvent and being liquidated, regulation 8(7) meant that the TUPE safeguards did not apply to its employees.
Of course Sevco Scotland desperately wanted the players to transfer – it was no burden on the new club to offer its new employees the same terms and conditions as they had enjoyed at the old club. The players’ contracts were viewed as assets capable of being monetised.
While the subject of undertaking is in my mind…
Another aspect of Charles Green’s TUPE nonsense is an attempt to provide a partial validation of Lord Nimmo Smith’s enquiry.
LNS stated that, according to the SPL articles of association, a Club was an “undertaking”, without legal personality, that was capable of being transferred between owners.
If “undertaking” in the SPL articles has the same meaning as in the TUPE regulations – essentially any organised grouping of resources which has the objective of pursuing an economic activity – then the LNS interpretation of Club could be seen as broadly accurate.
However, the SPL articles state that words and expressions should be given the same meaning as provided in the Companies Act 2006.
In the Act, “undertaking” is defined as either:
1. A body corporate (a company), or
2. An unincorporated association
So, according to the SPL articles, The Rangers Football Club plc was a Club.
Clearly, Sevco Scotland Ltd did not purchase The Rangers Football Club plc.
HirsutePursuit 21st July 2021 At 12:24
‘.. provisions of TUPE and why it did not apply to Rangers’ employees when it ceased trading:
HirsutePursuit 21st July 2021 At 12:45
‘.While the subject of undertaking is in my mind…’
%%%%%%%
HP, thanks for that very useful link, and your further comment re Nimmo Smith.
Good morning all.
Can anyone confirm that Stewart Robertson ( RFC2012) is taking a place on the SPFL board this season ?
If so , does this continue the recent trend where Celtic & RFC (2012) have taken a place on alternate years, since the latter gained promotion ?
Seems like the 2 rivals may really have a cosy relationship.
One half of nothing ? Aye right.
Angel Gabriel 23rd July 2021 At 09:07
‘..Can anyone confirm that Stewart Robertson ( RFC2012) is taking a place on the SPFL board this season”
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From the SPFL website
“Elected to serve on the 2021/22 SPFL Board, alongside SPFL chief executive Neil Doncaster, chairman Murdoch MacLennan and independent non-executive director Karyn McCluskey, were:
cinch Premiership: Ron Gordon (Hibernian), James MacDonald (Ross County), Stewart Robertson (Rangers)
cinch Championship: Les Gray (Hamilton Academical), Ross McArthur (Dunfermline Athletic)
cinch League 1 and League 2: Alastair Donald (Forfar Athletic), Alternate director – Paul Hetherington (Airdrieonians)..”
Earlier references to the election of board members to the SPFL prompted me to have a look at what the Companies Act 2006 has to say about the duties of directors:
“Chapter 2 General duties of directors
Introductory
170.Scope and nature of general duties
The general duties
171.Duty to act within powers
172.Duty to promote the success of the company
173.Duty to exercise independent judgment
174.Duty to exercise reasonable care, skill and diligence
175.Duty to avoid conflicts of interest
176.Duty not to accept benefits from third parties
177.Duty to declare interest in proposed transaction or arrangement”
Can I be alone in being surprised that there appears to be no duty on a director or non-exec director to whistle-blow if the Board is going down paths of illegality?
For example, hypothetically, if a director/ non-exec director is told that ‘the best interests of the company’ require that he should shut up about possible criminality on the part of his board in relation to the malfeasance of another company …….
Is there a wee weakness in the Act, that absolves directors from any responsibility for lies told ‘in the best interests’ of the company?
Discuss.
In 1963, when I had even less sense, and certainly less money ,in relative terms, than now, I bought a second-hand [none of the bloody attempt-to-deceive language of ‘ pre-owned’: geez, how I hate the mindset of those sellers who use that expression rather than ‘second-hand’! It marks them in my mind as feckin conmen of the first water] Ford Consul.
That was my first encounter with ‘second-hand car salesmen’. I had not seen ‘Psycho’ then and ‘California Charlie’ doing his salesman bit
I hadn’t been aware that the sponsor of the SPFL was a second-hand car dealership. I missed Doncaster’s waffle at the time he waffled it.
As a matter of social history, I believe, there was a time when even journalists were better regarded than second-hand car dealers.
There was also a time when our Scottish Football governance bodies were regarded as guardians of the integrity of our game.
I smile to myself.
From the Sunday Herald – Police and prosecutors accused of ‘criminality’ over Rangers fraud case prosecutions
https://www.heraldscotland.com/news/homenews/19467194.police-prosecutors-accused-criminality-rangers-fraud-case-prosecutions/
PROSECUTORS and police are facing accusations of criminal behaviour and oppression while they are alleged to have attempted an unlawful pursuit of finance executives in the collapsed Rangers fraud case.
Court documents reveal details of allegations that police and the Crown Office acted unlawfully and in “abuse of power” in relation to the fraud case inquiries surrounding the purchase of the club by Craig Whyte.
Among the concerns that surfaced were around the examination of a hacked email account of former Rangers owner Craig Whyte and a trawl through a cache of protected confidential legal communications, as part of the inquiry.
The court has heard that police initially ‘withheld’ emails and recordings which were illegally accessed by a hacker, eventually sold to the club’s chairman David King for £20,000 and then passed onto the police.
During Craig Whyte’s fraud trial his lawyer said that an individual known to the Crown “stole material” known as the Charlotte Fakes trove of emails and recordings after hacking into the former Rangers owner’s computer.
The court papers emerged in the case of key Rangers takeover figure David Grier of Duff and Phelps who is suing the Chief Constable and the Lord Advocate for a total of nearly £9m over wrongful arrest. Both the Chief Constable and the Lord Advocate are contesting the action.
The court files in Mr Grier’s damages case also reveal allegations that moves were made to obtain a warrant from a sheriff rather than the High Court to secure the privileged documents from Duff and Phelps solicitors in an attempt to secure prosecutions in what the High Court in London labelled “an abuse of state power”.
It is argued that the correct practice was to secure the warrant through the High Court where criminal proceedings against Mr Grier had already begun.
Legal firm Holman Fenwick Willan was awarded £500,000 costs at the High Court through carrying out an illegal raid.
“No prosecutor would act in ‘abuse of power’ as has been determined by a court of competent jurisdiction,” stated Mr Grier’s legal team in a submission.
The court papers further claim there was a further use of legally privileged material by police through use of Duff and Phelps CD discs with emails and other documents which included sensitive legal material including a potential action against the BBC, which had broadcast an expose over the controversial sale of the club to Craig Whyte in the documentary Rangers: The Men Who Sold The Jerseys.
It is further claimed that the Charlotte Fakes trove uncovered an executive who had been involved in a potential offer for the club rejected as “insufficient”.
The club was sold to the Sevco consortium headed by Charles Green for £5.5m in 2012 and its sale at ‘under value’ was an important component of the doomed fraud conspiracy allegations.
But the legal team for Mr Grier who is suing the Chief Constable and the Lord Advocate for a total of nearly £9m says that it was never investigated.
Representatives for the Lord Advocate have objected to what they say are claims of criminality over the way the prosecution was conducted.
Gerry Moynihan QC, for the Lord Advocate, said it was contrary to procedure to bring accusations of criminality in relation to the investigation to court which had not previously been raised.
He said allegations in relations to boxes of information obtained in relation to Duff and Phelps and a law firm that were properly raised with appropriate warning would have led to a debate about its relevance.
Further allegations surfaced in papers seen by the Herald on Sunday relating to the damages case pursued by Mr Grier, a key figure in businessman Craig Whyte’s purchase of Rangers from Sir David Murray for £1 in May 2011.
Former Rangers administrators David Whitehouse and Paul Clark along with Mr Grier and four others were subjected to detention and criminal proceedings in relation to fraud allegations in the wake of Craig Whyte’s disastrous purchase of Rangers and its subsequent sale before a judge dismissed all charges.
The police investigation was launched against a backdrop of the controversial nature of Mr Whyte’s nine-months in charge which ended with the club’s business going into administration with debts soaring over £100m while the team ended up relegated to the bottom rung of the Scottish football pyramid.
Mr Whyte had agreed to take on Rangers’ financial obligations, which included an £18m bank debt, a potential £72m ‘big tax case’ bill, a £2.8m “small tax case” liability, £1.7m for stadium repairs, £5m for players and £5m in working capital.
But he controversially helped fund his takeover by setting up a loan in advance from London-based investment firm Ticketus against rights to three to four years of future club season ticket sales in a bid to raise £24 million and pay off bank debt as part of a share purchase agreement with Sir David Murray.
Mr Grier has always said he was unaware that London finance firm Ticketus funded Mr Whyte’s controversial purchase of the club by buying up rights to future season tickets.
Mr Grier, of London was charged with fraud, conspiracy, a charge under the Proceeds of Crime Act and a charged of attempting to pervert the course of justice – before the case was dropped.
Prosecutors and the police argue that they had a degree of reasonable cause to pursue Mr Grier who was an executive with Duff & Phelps in the wake of the controversial BBC documentary.
The Chief Constable argues that officers formed a “reasonable belief” that he was implicated in criminal wrongdoing and had assisted in a fraudulent scheme.
Court of Session judge Lord Tyre has already ruled there was no “probable cause” to prosecute Mr Grier and the continuing case is trying to establish malice and the amount of damage caused.
Mr Grier’s legal team said in the legal submissions: “The Crown were driven by a desire to convict any or all of [Mr Grier], Mr Whitehouse and Mr Clark irrespective of the evidence available against any or all of them.
“It is believed and averred that that was because they were seen as ‘high profile individuals.”
Andrew Smith QC, representing Mr Grier said that the way aspects of the case was handled amounted to oppressive conduct. He said another judge had said that he did not consider he could see that there was oppressive conduct in bringing the charges against Mr Grier – but that was without knowing the full details of what had happened, including the seizure of discs which were legally privileged.
“I think each of the defenders acknowledges that there were there was to some extent in some respects, unsatisfactory conduct. But the analysis of the case … is utterly eclipsed by the wrongdoing, which we say has occurred.
“If the rules are being broken, that is evidence of malice,” he said.
According to Scottish law oppression is seen where an abuse of executive power has occurred and an unfairness has arisen which has caused such prejudice relief is entitled.
He said the prosecution had been led by the Crown Office – whereas south of the border there’s a “very clear line” between the investigation by the police and the involvement of the English version of the Crown Office, the Crown Prosecution Service on the other.
“This case is different, because the Crown were involved, in fact they directed this investigation take place from the outset directed the police, the Crown were in it from the beginning.
“So, in these circumstances it is somewhat out of the ordinary, I would think that there was the very close involvement of the crown and the police together.”
He also said he believed that Jim Keegan QC was “thrown in at the deep end” when he was asked to handle the prosecution against Mr Grier.
And he said claimed that that the then Lord Advocate Frank Mulholland QC – who now sits in the high court as judge Lord Mulholland – had some involvement in ‘directing’ the prosecution. The ‘hand on the tiller’ claim is denied by representatives of the Lord Advocate.
Mr Grier’s legal team say police took possession of the Charlotte Fakes database containing correspondence between Mr Whyte and other through Mr King.
According to the court documents, Mr Grier’s team assert that the Crown was aware that the police had accessed an unlawfully obtained version of the database and sought to conceal that.
“The material was not ‘intelligence’ gathered material. It was illegally obtained material,” the state.
“The efforts by the Crown to avoid disclosing it and its illegal source, itself is unlawful.
“Accordingly at various stages the Crown was aware that there had been gross irregularity in the proceedings, and failed to disclose that to the pursuer or his legal advisers.”
They added: “The Crown failures to disclose matters namely the implication of another individual in possible fraud regarding the purchase of the club, the existence of the Craig Whtye database and its provenance, the lack of incriminating material upon it, the presence of exculpatory material upon it, the accessing of documents over which privilege was maintained…. were all matters which the Crown ought to have disclosed to [Mr Grier],” said the legal team. “Far from disclosing the material, in several respects the Crown took active steps to conspire with the police to manufacture a reason (which was false) to avoid disclosure.”
Mr Moynihan said criminality had been raised in aspects of the case relating to boxes of documents. The court heard that legal privilege had been asserted in relation to boxes of files obtained from Duff and Phelps and a law firm.
“He said [Andrew Smith] is alleging criminality that was never raised” and said it contradicted past Scots law to bring forward a proposition of criminality at a late stage.
“When something like this, you know, a mistake that’s being made, is going to be translated into a crime counsel ought to have raised it, ought to have raised that,” he said.
He said the evidence showed prosecutors and police acted appropriately and lawfully.
“As far as malice is concerned my lord, these people were not acting out of an ulterior motive – they rightly or wrongly believed there to be a sufficiency of evidence,” he said.
“They proceeded, wrongly, on the basis that there was a sufficiency of evidence to bring the case to trial.”
Lord Tyre is to give a judgement in the case later in the year.
Upthehoops 25th July 2021 At 18:02
”… with the club’s business going into administration with debts soaring over £100m while the team ended up relegated to the bottom rung of the Scottish football pyramid.”
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“The Herald” at it again with untruth: ‘… with the club’s business going into administration with debts soaring over £100m while the team ended up relegated to the bottom rung of the Scottish football pyramid.’
I hope the day is not far away before ‘The Herald’ itself goes bust and, I wish I had some means of hastening the day it dies a miserably inglorious death.
Honest to God!
That was the line that jumped out at me, JC. I think I might complain to them about the relegation thing, using the BBC’s admission as evidence. Would be good to see the Herald have to print a retraction!
In terms of linguistic gymnastics, what the hell does “…the club’s business going into administration…” actually mean? Bad enough the past nonsense of ‘holding company’ or ‘engine room subsidiary’ but while still a pretence, those at least tried to pretend that the club was owned by something, which might be feasible in the minds of some who want to believe, given that some clubs are indeed set up in such a way
This new nonsense of. “…the club’s business going into administration…” seems to be a new suggestion that the club owned a business which was liquidated!! I think while challenging the relegation thing, I’ll ask them to clearly explain what business the ‘surviving’ club (Haha!) owned.
Nawlite 25th July 2021 At 22:32
‘…This new nonsense of “…the club’s business going into administration…” seems to be a new suggestion that the club owned a business which was liquidated!..’
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I wish I had noticed that!
Oh, what fun, watching the mental, moral, linguistic gymnastics of puny individuals trying not only to defend the indefensible but to propagate it.
What moral weaklings must they be.
And what a source of recruitment for any new Adolf, Mao, Stalin and such like as may emerge in our place and times; broadcasters, journalists ready to do what they are told!
Even without the succulent lamb !
Have any of the scottish media committed to the purchase of access to the rangers press conferences, players and managers. Don’t know why they would spend the money as the fawning attention given to them for free should suffice. SG’s man management ability/skills might get a test if they continue with the 25 man roster and juggling of playing time. Based on media reports some of the newcomers appear to be one step away from being crowned a rangers star, when does the bidding start for some of these players. Who in the current line up will happily concede game time.
Given both the SG’s & Media’s reaction to the events in George Square on 15/05 i find this reply from Police Scotland to a FOI request very interesting.
https://ibb.co/tDZthkq.
Both the First Minister & Justice Secretary were quick to highlight the sectarian element, whilst providing no evidence, and yet NO arrests were made for sectarian offences.
https://rng.rs/3i3vCE1
Paddy Malarkey 26th July 17.54
Only met Alistair once but he was very generous with his time. A great ambassador for the club and has been taken far too soon at 63.
Albertz11 19th July 2021 At 11:32
The continuity refers to the employees rights, to have the same rights as their old contract. It is not continuity in terms of the same company or employer.
Mark Hamilton, an employment partner and Tupe expert with law firm Maclay Murray & Spens, said the legislation made a specific exception in the event of insolvent liquidation. “The current Tupe Regulations, which became law in 2006, do say that, in general, employees’ contracts are automatically transferred when a company’s business is sold from administration.
“But the rules are different for liquidation. In that case, the key point is that employees do not transfer under the Regulations, though they are free to agree new contracts with the buyer of the business.
“Regulation 4 is the one which refers to contracts transferring under Tupe and this applies to administrations. However, Regulation 8 (7) says that this automatic transfer of employment contracts does not apply in the event of liquidation. Players and other employees can choose to move to the newco. But, if people do not want to go, they cannot be compelled.
“What happens is that, at the point when a liquidation commences,
employment contracts are terminated. That does not mean they become null and void, because employees can still make claims on the company, such as for any wages due. But, from that point they are under no obligation to work for the liquidated company or any newco unless that is agreed.”
Wishart’s statement, posted on the PFA Scotland website, said: “The purpose of Tupe is to protect employees’ terms and conditions of employment in exactly this type of situation. Should the players wish to transfer across to the newco, Tupe ensures that they do so on their existing contractual terms.
“Equally Tupe affords every employee the statutory right to object to the transfer. Employers cannot select which parts of Tupe they wish to apply. If a player wishes to object to being transferred, his contract of employment would immediately come to an end, leaving him with no contract, no dismissal and no right to compensation from either oldco or newco. Both the club and the player are then free from their contractual
………………………………………………………..
https://www.scotsman.com/sport/football/rangers/latest-rangers-news/rangers-takeover-rangers-powerless-stop-players-leaving-says-expert-1622414
upthehoops 25th July 2021 At 18:02
Thanks for the link
Let me share a wee oddity that I had not noticed before this evening.
Remember Charles Green’s action against RIFC plc , looking for that company to pay his legal costs in the alleged ‘conspiracy trial’ farce of a prosecution?
Lord Doherty in his ‘opinion’ in that action ( which was not published until the criminal case was concluded by the abandonment of all charges) ) wrote this:
“Background
[2]The Rangers Football Club plc (“Oldco”) was placed in administration on 14 February 2012. In May 2012 the joint administrators granted Sevco5088 Limited an “exclusivity” option. Sevco5088 Limited paid the administrators £200,000 as consideration for the grant of that option. A sale agreement was concluded subject to a creditors voluntary arrangement (“CVA”) being approved by the required majority of creditors. Creditors did not give that approval. On 14 June 2012 the administrators sold the business and assets of the company to Sevco Scotland Limited “
Lord Doherty knocked back Charles, who appealed.
Lady Dorrian ( who with Lord Malcolm and Lord Bracadale) heard Charlie’s appeal, has this in her ‘background’ note:
4] The Rangers Football Club plc (“Oldco”) was placed in administration on 14 February 2012. In May 2012 Sevco5088 Limited, a company of which the reclaimer was the only director, paid the joint administrators £200,000 for an “exclusivity” option to purchase the assets. A proposed sale agreement was concluded subject to approval of a creditors voluntary arrangement (“CVA”), which was not forthcoming.
[5] On 14 June 2012 the administrators sold the business and assets of the company to Sevco Scotland Limited, incorporated on 29 May 2012 (“Newco”)”
Now, one minute there is Sevco5088. Next minute there’s SevcoScotland!
And not a word of explanation as to where the hell SevcoScotland came from? Not a word about the ‘novation’?
Sevco 5088 is down two hundred grand , but it’s SevcoScotland that walks away with the assets of the ‘distressed’ club?
I’m sure that if I had been the majority shareholder in Sevco5088 I might not have been consoled by a drunken Yorkshire man’s assurance that I was ‘Sevco’.
But what are we to make of that ‘segue’, a smooth transition from the company that paid 2 hundred grand ,to a previously not mentioned company?
I am surely not ‘murmuring the judges’ by asking the question.
But the whole dirty saga of the RFC plc Liquidation, denied by the Football authorities, ignored by the FCA, and creating problems for the Courts about who or what was liquidated’, bespeaks in my opinion something absolutely and utterly deficient in Insolvency legislation or in the interpretation and application of that legislation
In the last few days we have SG referred to as a Ranger legend, compared to Walter Smith in the look he can give a player, pretty high praise indeed. But, SG has no idea when his Columbian striker will return ..Wasn’t there a similar problem a year or two ago when Morelos was away. High praise on one hand and an amateur type look on the other when it comes to tracking his player, or, is this a case of not wanting him back and a deal has been completed to sell him. Strange ways indeed.
John Clark 27th July 2021 At 00:02
But the whole dirty saga of the RFC plc Liquidation, denied by the Football authorities, ignored by the FCA, and creating problems for the Courts about who or what was liquidated’, bespeaks in my opinion something absolutely and utterly deficient in Insolvency legislation or in the interpretation and application of that legislation
+++++++++++++++++++++
I am not a lawyer, nor am I an expert in insolvency. On saying that I am sure there is not a lot wrong with insolvency legislation. The Rangers case is unique in the sense that basically the establishment were being asked to do down one of their own, in fact their most favourite club. A club considered regal and superior in comparison to all others, in particular to the club in the east end of the city who they regard as an underclass. The wagons were always going to be circled. Let’s face it, if HMRC was not a reserved institution under Westminster, there would never even have been an insolvency of any kind to argue about…it would never have happened if it was purely a Scottish matter.
JC, there was no need for a “novation” as the CVA failed thereby nullifying the exclusivity agreement. D&P would then be free to deal with anyone else for the asset sale and “strangely” chose Sevco Scotland.
To me, it always sounded like a stitch-up, but the “stitch-upee” who lost the £200k was likely to be involved in Sevco Scotland too, hence the paper loss of the £200k was more than made up for with the reduced, (£8.5m to £5.5m??) purchase price…..I think???
Normanbatesmumfc 27th July 2021 At 15:54
EDIT
“To me, it always sounded like a stitch-up, but the “stitch-upee” who lost the £200k was likely to be involved in Sevco Scotland too”
I agree , plus there was always the sweetener of an ‘onerous contract’ to be had. Still, the whole affair put me and many others off contributing to a sport that is self evidently less than honest.
Normanbatesmumfc 27th July 2021 At 15:54
“JC, there was no need for a “novation” as the CVA failed thereby nullifying the exclusivity agreement. D&P would then be free to deal with anyone else for the asset sale and “strangely” chose Sevco Scotland.”
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Yes, Normanbatesmumfc.
I think I was just observing that the judge of first instance and then 3 other judges could all refer to Sevco 5088 and immediately confuse readers by talking about SevcoScotland, without a word of explanation .
It is as if they took it for granted that SevcoScotland was the same entity as Sevco5088.
Or had thought it wiser not to ask questions about which entity had signed the binding agreement with the Administrators, but went with the flow rather than get side-tracked on an issue that didn’t immediately relate to Green’s claim that RIFC plc should pay his legal expenses.
[ And I think , by the way, that the agreement gave Green exclusivity to buy the assets even if [or indeed when it was expected that the CVA would be knocked back : Green was getting them either way!].
The whole mucky, mucky business from beginning to end was /is a national disgrace , from the football cheating, the tax cheating, football governance abandonment of sporting integrity, ballsed-up criminal investigations and prosecutions, deficiencies (as I see it] in the whole Insolvency Act and Regulations and the velvet-gloved treatment of individuals found not to have been compliant ,and so on and so forth.
Greetings folks, haven’t been on for a while. I wasn’t keen on the new look version of the blog the last time I was on but this time around I love it. Very easy to use.
Hope you are all well.
Have the Jambos not returned? They were great posters. I was thinking about them last night when I watched the programme about Hearts on BBC Scotland. They covered the relegation issues last year when it was a big topic on here.
I’ve always thought it a good thing for Scottish football to have representation at European level – EUFA etc.
I read recently that Peter Lawwell is still going to hang around the Celtic board in order to maintain his role at the ECA.
I’m at a loss as to what on earth he could bring to the table which would benefit Scottish football or Celtic!
Jimbo 28th July 2021 At 15:26
‘..I read recently that Peter Lawwell is still going to hang around the Celtic board in order to maintain his role at the ECA…’
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Welcome back, Jimbo, lovely to see you posting.
As I understand things, the statutes of the European Club Association say that to be eligible for election to the Executive Board you have to be in a senior management [board level]position in a member club.
Peter has resigned/retired as CEO of Celtic plc,: if he is to stay on the executive board of the ECA Celtic must be retaining him as a board member? ?
Or the ECA is at the madam.
Which of course it has been already, in permitting a new club to be honoured as if it were the RFC of 1872 that was a founding member of the ECA, while simultaneously recognising that RFC of 1872 was Liquidated!
Honest to God!
What are they like?
There’s no end to the deceit in the world of football. It was most assuredly not TRFC that was a founder member of the ECA because TRFC did not exist before 2012.
Not that Peter Lawwell would ever have mentioned such a fact at an ECA executive board meeting, any more than he would have mentioned RFC plc/TRFC/SFA in the context of potentially questionable awards of UEFA licences to suspect clubs!
Bad cess to the lot of them.
Couldn’t agree more John. But out of respect for this site the least I say about Peter Lawwell -especially after last night – and his role at Celtic the better!
Suffice to say his ‘expertise’ was damaging both On the pitch as well as Off it!
Lawwell has resigned as a director of the plc, but is on the football board still. Upcoming podcast with recently resigned Celtic Trust chair David Low will touch on this.
Big Pink 29th July 2021 At 07:48
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Lawwell has resigned as a director of the plc, but is on the football board still. Upcoming podcast with recently resigned Celtic Trust chair David Low will touch on this.
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BP, in this context what is the Celtic “football board”?
Since Celtic plc is the football club, what entity is PL a member of that has a hand in the football operations of the club?
Genuinely confused..
John Clark 27th July 2021 At 00:02
Lord Doherty in his ‘opinion’ in that action ( which was not published until the criminal case was concluded by the abandonment of all charges) ) wrote this:
“Background
[2]The Rangers Football Club plc (“Oldco”) was placed in administration on 14 February 2012.
………………….
Do you have the link to this JC?
……………………………………………………………………………………………………….
Lady Dorrian ( who with Lord Malcolm and Lord Bracadale) heard Charlie’s appeal, has this in her ‘background’ note:
4] The Rangers Football Club plc (“Oldco”) was placed in administration on 14 February 2012.
…………………….
And do you have the link to this also JC?
Thanks in advance.
Just checked and PL remains a director of the Pacific Shelf company.
Surely no-one is referring to that entity as the club?
Please tell me that is not the case!
Given the latest bout of fury directed towards the Celtic PLC Board I wonder if they ever reflect that their strategy on Resolution 12, the Five Way Agreement, and the LNS farce was simply wrong, and that their desperation to maintain an Old Firm brand has now come back to haunt them. All of these issues could have been properly addressed years ago had they not sat back and meekly accepted that their club was disadvantaged, and that the games governing bodies were actually part of it. It’s too late now. They have their work cut out big style.
HirsutePursuit 29th July 2021 At 19:58
‘..Surely no-one is referring to that entity as the club?
Please tell me that is not the case!’
%%%%%%%%5
It’s not the case.
Go to the Celtic plc page in Companies House.
The Celtic Football and Athletic Company changed its name on 15 December 1994 and was on that same day registered as Celtic PLC, of 1887!
See page 17 of the CH page, for 15 December f1994 for certificate.
And you can trawl through the original Articles of Association and the changes made to them in the run-up to going public.
No worries!
It is the plc that is the shareholder in the SPFL and the member of the SFA.
Cluster One 29th July 2021 At 19:56
‘..And do you have the link to this also JC?’
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Yes indeed.
Are you familiar with BAILLII ? Let me know if you’re not, because the links I have are references to case identifiers by name. There’s the Lord Doherty judgment :
ref: Green v Rangers International Football Club plc ScotCS CSOH_90 (22 June 2017)
and the Appeal judgment : Green v Rangers International Football Club plc ScotSC CSOH_37 [22 June 2017]
If you need any help, PM me and I’ll get back to you. But I suspect you know your way in these matters better than I do!
( I assume the BAILLII entries have the same date because , although the cases were heard at different times, they could not publish the judgment until the criminal cases were abandoned]
Further to my reply at 21.51 tonight to HirsutePursuit’s earlier post of 19:58, I look at his slightly earlier post of 19.48 where he asks ‘what entity is PL a member of that has a hand in the football operations of the club?’
And I agree with him that there is a question there that the ECA needs to answer about the application of the ECA statutes:
Is a board member of a ‘subsidiary’ in any sense a senior manager of the holding or parent company? ?
If PL is merely a board member of the subsidiary , 27-year-old Celtic Football and Athletic Club Ltd, in what sense is he a member of the senior management of the entity that is the SFA-registered football club for ECA purposes?
At best, he can only be an adviser to the plc board,.
No doubt the ECA will have received assurances from the Celtic plc board that PL will be their authorised mouthpiece [ and not the mouthpiece of the Celtic Football and Athletic Company [or ‘Coy’ , as was the old abbreviation used], but it’s a bit untidy, to say the least!
I mean, can someone be legally a ‘director’ with the legal responsibilities, duties and liabilities of a company director without actually being legally a ‘director’ of that company?? Can ‘directorship’ be delegated?
Thanks JC.
Perhaps I am misreading the situation.
Big Pink has suggested that PL remains on Celtic’s “football board”. But, as you say, he is not on the main board – only of a non trading subsidiary that the last accounts state is dormant.
My concern is the terminology.
Calling the board of Pacific Shelf 595 Ltd of 1994 (later renamed Celtic Football and Athletic Club Ltd) the “football board” would suggest that the hierarchy consider Celtic plc to be no more than a holding company and the association football club known as Celtic FC is now vested in the 27 year old entity. If so, when did the transfer take place and how does that fit in with the claim of an unbroken history?
I’m sure I must be misunderstanding the position because, if this is the message the club are putting out, they are playing with fire.
HirsutePursuit 30th July 2021 At 00:20
The registered company number of Celtic has not changed since incorporation over 100 years ago. It is the same number now as it was then. This was answered many times years ago, even by some media enquiries to Companies House, when there was a desperation to say Celtic were a new club, just because the old Rangers were liquidated.
Celtic’s history is unbroken. As Fergus McCann said, the better option was to pay all the debts owed. Only one ‘club’ could ever be allowed to keep all the good bits, and ditch the bad bits. Scottish society would certainly not have allowed Celtic to do that. Not a chance – there would have been a public and media outrage.
Upthehoops 30th July 2021 At 08:35
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I agree entirely with your comments. My concern is only with the idea that somehow Peter Lawell is
being presented as a member of Celtic’s “football board” through a directorship of non-trading subsidiary.
The reality of such an idea can only be realised if you accept that Celtic plc is not, of itself, the association football club.
Another way of looking at it is the situation with Dave King. He has (putting aside the notion that he may have been acting as a shadow director) never been on the Board of the current Rangers Football Club.
Of course Dave King was on the board of the club’s holding company; but technically never of the club itself. I accept that it’s something of a moot point when the holding company holds 100% of the shares in the club – so the group board has effective control of the club. But, is there any logic in presenting Peter Lawell as a member of the “football board” when he is not on the board of Celtic plc?
Most of us recognise the plc as the association football club. Is the club hierarchy now telling us that a club is some sort of ethereal floaty thing that can pass between or is shared between different corporate entities?
I think I read something similar from Neil Doncaster and Lord Nimmo Smith in relation to another – now deceased club. I didn’t agree with the concept then. I don’t accept it now.
HirsutePursuit 30th July 2021 At 10:08
‘..But, is there any logic in presenting Peter Lawell as a member of the “football board” when he is not on the board of Celtic plc?”
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I think you and I are on the same wavelength, HP.
The ECA needs to be asked to show why they think Lawwell is eligible to sit on the Executive board of the ECA when, by any ordinary understanding, he is not on the board of Celtic plc football club!
HP
The Celtic Football & Athletic Co Ltd, formerly Pacific Shelf, IS the football club. The plc created a subsidiary in 1995 and transferred the SFA & SPL memberships to it. Process was to prepare Plc for listing on AIM.
This seems a great way to talk up the Scottish game, huh? Ignore anything to do with football and focus on all the stupid stuff that goes on around it! Good old BBC Scotland sports team selling the game well.
https://www.bbc.co.uk/sport/football/57821757
In other news. I’m not clever enough to post the link but BBC reporting on Real Madrid, Barcelona and Juventus continuing with ESL plans. What made me chuckle was the BBC comment that earlier proposal collapsed within 72 hours “ amid fan protest…opposition from the Royal Family!” Really – I don’t recall the Queen or the heir getting involved – and even if they did I am sure it made Atleti and AC think twice…nothing like a good laugh to start the weekend!