Regular posters and contributors to the SFM may remember that in October last year I wrote to Mr McRae, President of the SFA.
I posted the text of my letter on 28th October http://www.sfmonitor.org/whose-assets-are-they-anyway/?cid=20786
I had not received a reply or acknowledgement by 12th December, so I sent a reminder. I received a reply to that reminder, dated 16 December 2015, in which Mr McRae apologised for not having responded to my previous letter, and invited me to come and see him. We arranged that I should visit him at Hampden on 19 January 2016 at 2.00 p.m.
Following the meeting, I wrote a summary of the conversation. I emailed that summary to Mr Darryl Broadfoot, Head of Communications, asking him to check whether my recollections were accurate, because I was my intention to post the summary on SFM.
I have not had a reply and I think I have waited a fair enough time, so, here is the summary of an approximately 45 minute conversation.
I should first make it clear that Mr McRae said that he had no recollection of airing any of the views recorded in my letter as attributed to him. I should also say that I made it clear that while I contribute to SFM, I was not there as ‘officially representing’ SFM, although what I would say broadly reflected the view of many.
“Note of informal meeting between me, and Alan McRae, President of the SFA, with Darryl Broadfoot, Press Officer, at Hampden park, 2.00 pm Tuesday, 19th January.
Background: I had written to Mr McRae in October 2015, to ask whether Mr McRae had really (as had been reported to me) aired the following opinions:
- that Rangers FC were not Liquidated
- that Rangers FC were put down to the third Division
- that Rangers FC were bought by Charles Green and that the team currently playing out of Ibrox Stadium and calling itself The Rangers Football Club Ltd is one and the same as the club known as Rangers Football Club, which is currently in Liquidation.
Mr McRae, through Mr Broadfoot, went through the points one by one.
On point one, there was no difficulty in agreeing that RFC had been Liquidated. That was accepted as a matter of fact.
On point two, I argued that;
- Mr Green’s new club had had to apply for league and SFA membership, and were therefore admitted as a new club to Scottish Football and allowed into SFL Third Division.
- They had as an emergency measure been granted conditional membership, and had had to seek the Administrators’ and Football Authorities’ agreement to the use of certain RFC (IL) players who had decided to sign on with the new club in order to play their first game as a new club.
- They were ‘put in ‘the Third Division as a new club, not as an existing club being relegated.
Mr McRae, through Mr Broadfoot, argued that ‘put in’ and ‘admitted to’ are pretty much the same thing, and that the legal advice obtained was that Mr Green’s new club was not a new club, and the Authorities were stuck with that.
I referred to the 5-way Agreement, and made the point that two entities other than league or SFA representatives were signatories to that agreement: RFC (IL) and Mr Green’s new club. The two could not be one.
Mr Broadfoot said that was a matter of opinion.
I said that it was rather a matter of fact.
Likewise, on the third point, there was disagreement.
Mr Broadfoot, for Mr McRae, argued that Charles Green bought the club (and Mr McRae personally added ‘and the “goodwill”’).
I pointed out that Mr Green had NOT bought the club out of Administration, as had happened with other clubs, but merely had bought the assets of a former club that was NOT able to bought out of administration and was consequently Liquidated.
Mr Broadfoot said that Celtic and Rangers supporters might continue to disagree but that could only be expected.
I pointed out that this was not at all a Celtic-Rangers supporters’ issue, and that the Scottish Football Monitor, for instance, represented the views of supporters of many clubs. I further made the point that many sports administrative bodies had come under the spotlight in current times and people were naturally concerned that the governance of football should be above suspicion: and that substantial numbers feel that the Football Authorities have been at fault, in permitting a new club to claim to be an old club and pretend to the honours and titles etc etc.
Reference was made in the passing to some allegations that had been made that certain evidence relating to the Discounted Option Scheme had been withheld from the LNS commission, which occasioned Lord Nimmo Smith to be misled; and to the apparent negligent performance of the SFA administration under the previous President, who, both on account of his personal knowledge of the use of the DOS by Sir David Murray, and as a subsequent recipient of an EBT, might reasonably have been expected to ensure a thorough and diligent examination of the information provided by clubs about payments to players.
Mr Broadfoot ruled out discussion of the first of these matters because ‘there was no evidence’, and the second matter was also ruled out because, he asserted, the previous president is a man of the highest integrity.
I replied that work was in hand to provide evidence, and that the question of negligent performance of duties was not a question of ‘personal integrity’.
Mr Broadfoot opined that the future would show whether Scottish Football supporters were really concerned about the old club/new club debate, if huge numbers turned their backs on the game.
I replied that a sport based on a false proposition, on what could be seen as a lie, no matter on what pragmatic reasons, would certainly wither if and when people thought the sport could be rigged.
As the meeting drew to a close, I was asked if, coming from Edinburgh, I was a Hibs or Hearts supporter, or perhaps a Celtic supporter? And whether I was going to tonight’s (Celtic were playing that evening at home) game?
I replied that as my name suggests, I was of Irish extraction and perhaps conclusions could be drawn from that. Also that I would not be going to tonight’s game, and that my interest in the present matter was rather more academic and objective than partisan.
The meeting ended cordially at about 2.45.pm “
I think I can say that Mr Broadfoot, opening the meeting, explained that
“for the purposes of this meeting, I am the SFA.”
Mr McRae’s personal contribution to the conversation was therefore very little more than mentioned above, Mr Broadfoot doing most of the talking.
I will say further that I spoke to BP, and consulted one or two other posters before I went to the meeting, in order to make sure that my general understanding both of the principal events of the ‘saga’ and of the thrust of most of SFM’s contributors, who are drawn from supporters of many clubs, was sufficiently sound.
I give it as my opinion that I may have been invited to a personal meeting only because it might have been thought in some quarters that I was in possession of an electronic recording of what I told Mr McRae that he was reported as having said.
And, finally, I declare here that my note of the meeting was written within two hours of the meeting, and reflects the substance of the conversation. It is exactly the note I sent by email to Broadfoot, except that I corrected a typo in the spelling of Darryll (I had ‘Caryll’), have omitted my own surname, and changed references to myself from the third person to the first person.
CuddlyBear you have already being warned of the dangers of citing Doncaster’s thoughts as corroboration but I think you should also be warned of using LNS. Not withstanding that thr commission was deeply flawed due to emasculation and terms of reference being framed to get the result wanted, part of the LNS findings include that he disagrees with the SFA over the date the club died. Note the disagreement is over the date in the Summer of 2012 not that LNS disagreed the club died in that summer.
To answer your question wottpi, it is the unstinting belief that somehow Rangers, via their membership, was transferred from the old club (which should have got all the things that you mentioned) to the new club, thereby conferring upon it old club status, since the membership, apart from the Brechin game, was the same, albeit asking it to ignore (which it has) that point and to be treated as a new club (which it also has).
Happy to help!
On a similar note, anyone with a membership at St Andrews will be pleased to hear that they’ve now been a member for >500 years although I would guess the majority will still not be permitted to enjoy any senior discounts!
cuddlybear 5th February 2016 at 11:32 am
Whether a court would agree that what you say is right or wrong at the end of the day is another matter, however I have no problem following the logic of your ‘through the door scenario’ in terms of corporate law.
So let that one lie and now please explain if it was the same club and therefore it must be agreed that it had achieved a 2nd place finish in the SPL, why footballing consequenses/punishments (both European and domestic) were bestowed upon it.
What footballing rules did the same club break, bearing in mind it had already been deducted points as punishment for going into administration?
Cuddly Bear – Nice to have you on board
Hypothetical – if Rangers move to England and play out of Milton Keynes, wearing the same strip, playing the same players – is it still Rangers??
Can they still claim to be the worlds greatest football club??
Charles Green threatened the SFA with this (moving south) if you remember.
We are in danger of going down the franchise route here, like the American NFL system, where teams can move from city to city.
The exception was in Cleveland. Famous for the “dog pound” and part of an AFC Championsip game where John Elway’s Denver Broncos went on “the drive” to secure a famous win in the wind, snow and mud.
The franchise name was the Cleveland Browns.
When Cleveland lost their franchise (I think to Tennessee) the fans clubbed together to keep the name “Browns”, so the new franchise could not use it.
If it was Tennessee I believe they used “Titans” because “legally” they couldn’t use the name “Browns”
Cleveland got their franchise back and took the “Browns” name, so the fans got the feeling of continuation.
St Louis got the “Rams” from LA and Arizona got the “Cardinals” from St Louis for example.
If you ever wondered why St Louis Rams and Arizona Cardinals play in the NFC West with the San Francisco 49ers, now you know (geographically stupid)
Because the NFL have the franchise system; the history goes with whatever Colts, Rams and Raiders teams won the Super Bowl, Division and Conference Championships – the city is irrelevant.
One final point;
When did Rangers the football club “unincorporate” from the holding company and can you provide me with a date when this actually happened and the name of the holding company that is being liquidated??
Rangers fans can think what they like and if they wish to believe that it is the spiritual continuation of the old Rangers, then that is perfectly well and fine.
Unfortunately the vast majority of football fans in Scotland are not buttoned up the back to believe that any company/club can survive liquidation.
James Doleman @jamesdoleman 11m11 minutes agoO’Neil notes SFA rules forbid members from appealing decisions to a public court.
Ehhhhhh while that may be in Mr O’Neil’s mind I think there was a precedent involving,…… well the ‘ethereal entity’ of course because the ‘rules’ don’t apply to them do they?
http://www.bbc.co.uk/news/uk-scotland-glasgow-west-18248766
Who was the QC who lost that one? Step up Mr O’Neill
Cuddly Bear,
I’ll accept your argument about lifting the club’s business out of the post CVA morass since it is a very general term. If you are going to allow “assets” to follow the same path then you have to permit us the opportunity to ask “then why not the liabilities?.” Surely?
I see Lord Brodie seems to be having similar difficulty so I’m in good company!
Maybe it would be more appropriate for the SFA, if, instead of providing an explanation for what a club is, they could re-define what liquidation is.
Sometimes it is better to look at things from a reverse angle. For example, The SFA and Sevco claim they received a “transfer” of license etc. Why did they not also transfer the stadium?….I’m pretty sure that would have been illegal, and yet both could be considered to be assets of value.
What intrigued me more about yesterdays proceedings was the “corporate veil” and the assertion that Mike Ashley was not acting for MASH, but on a personal level. Something he denies.
How will that transpose to the Chuckles situation between he and Sevco/RIFC/TRFC?
If it is deemed MA acted purely for himself via MASH, then MASH may as well not exist. A company with no legal voice or function, other than to perform a scam . That then would surely be the case for RIFC Sevco Scotland and 5088.
James Doleman @jamesdoleman 9m9 minutes agoO’Neil notes than in RIFC statement to the stock exchange is was said Llambias was nominated as a director by MASH holdings.
That statement was from October 2014 and refuted in February 2015
http://www.dailyrecord.co.uk/sport/football/dave-king-tells-rangers-board-5107175#tfqSS2bIMdQrsqcs.97
DARRYL!!! ?????
From James Doleman
SFA Council O’Neil “It’s just a game M’lud a sport”
270 odd creditors, tens of millions in unpaid debt and taxes, yes it’s just a game right enough.
SFA completely unfit to govern anything.
I preferred this one.
Especially “operated.” Not played, or run, or loved, but …operated!
Oh dear lord, for those following JD, get yer man O’Neil out, quick, she’s gonna blow cap’n, she cannae take any more.
Poor Jonathon Watson must be thinking, right, how the hell am I supposed to make this even funnier?
James Doleman @jamesdoleman 7m
O’Neil notes that in “normal capitalism” you get monopolies and oligopolies taking over smaller companies, that doesn’t happen in football
Is the SFA living in alternative unreal universe?
http://www.independent.co.uk/sport/football/premier-league/the-club-collectors-have-got-their-hands-on-watford-charlton-and-maybe-leeds-the-next-step-as-with-9116168.html
This tweet made me laugh
James Doleman @jamesdoleman 2h2 hours ago Judge “I find it hard not to think in legal terms, we are in a court. We are not here for our skill as metaphysicians”
Now just so I’m clear, would that be a Scottish football context?
Perfectly sums up the opinion of the SFA with regards to their “customers” Cheers Mr O’Neil
Or Bankers. Or Investors. Or other clubs bankers, investors and matchday contributors, namely us!
Apparently there’s already been carnage in the canteen. Having watched Ashley’s team pay for their lunch O’Neil then argued that normal capitalism did not apply to him.
Sorry, couldn’t resist!
tykebhoy 5th February 2016 at 11:36 am
The passage in Lord Nimmo Smith’s report of when Rangers “ceased to be a Club as defined in the Rules” was actually a reference (clue is in the second bit of the quote) to a definition that carried an SPL-eligibility clause. According to those same terms, every football club that exited the SPL through relegation could be said to have “ceased to be a Club”.
This explains why it was being pushed by Rangers who, rather than asserting their own club’s oblivion, were using it to avoid the SPL’s jurisdiction with regards the Commission and its potential punishments. The attempt failed, by the way.
Lord Nimmo Smith’s entire judgement was predicated on the distinction between club and company enshrined in the SPL rules (that’s why he punished Oldco, not Rangers FC) and the continuation of the club post Summer 2012, as he saw it. There are dozens of quotes, I will not bore everyone by reproducing, to that effect. To suggest otherwise is a fundamental distortion of the Commission’s findings.
The lunch break is going to be interesting ,I think O’Neil might be substituted,I am now thinking the last few court meetings Big Mike and his team have had have been smokescreens,game on.
With all the talk of entities and manifestations, it’s more like a Scooby Doo episode than a court case, though I love how these Oxford English definitions of ‘manifestation’ suggest that everyone’s talking about something that doesn’t exist.
– An event, action, or object that clearly shows or embodies something abstract or theoretical: ‘the first obvious manifestations of global warming’
– A version or incarnation of something or someone: ‘the butterfly was one of the many manifestations of the Goddess’
– An appearance of a ghost or spirit: ‘some supernatural manifestations are regarded as portents of good or evil’
If the MSM are Scooby and Shaggy who fall for it, who will be the rest of the gang who unmask the evil villain(s)?
Been following James Doleman’s reports since yesterday. I feel like a numpty most of what they are saying is going right over my head. To think I went to Glasgow University (mind you History was my main subject). The law is an ass.
Think I’ll wait until johnjames or someone on here gives a summary in laymans terms.
jimbo 5th February 2016 at 1:35 pm
I think I can sum it up for you.. Anything SFA say is GOOD. Anything the Other Side say BAD
STV reporting that five charges have been dropped against RFC’s administrators:
http://news.stv.tv/west-central/1341732-rangers-oldco-administrators-have-five-charges-dropped-in-fraud-case/
Hard to comment without risk of prejudice. I would highlight that only some of the charges against Clark and Whitehouse were dropped and also add that the article also states that charges (NOT ALL) were dropped against Whyte, Green and Withey also.
Interestingly, and it may only be me bad, STV choose to highlight that within charge ten, that amongst other things that they (Clark and Whitehouse) forced Rangers into administration. Charge ten has now been dropped.
Christ, Now they are Panda Bears
https://twitter.com/jamesdoleman/status/695617527301414912
From MASH QC:
James Doleman@jamesdoleman 15m15 minutes ago Sandison: “There is no ‘club’ separate from Rangers Football Club limited and no other concept of a club.”
Now, unless that statement is challenged, and the judge hasn’t been inclined to enter into a metaphysical argument, it will stand, hopefully within the judges reasons for verdict!
It’s like an evisceration
Corrupt official 5th February 2016 at 2:41 pm # Christ, Now they are Panda Bears
https://twitter.com/jamesdoleman/status/695617527301414912
__________
Wish I’d thought of that one
Allyjambo 5th February 2016 at 2:45 pm #Corrupt official 5th February 2016 at 2:41 pm # Christ, Now they are Panda Bears https://twitter.com/jamesdoleman/status/695617527301414912__________Wish I’d thought of that one
——————————————————
Is it because they are not real bears, or because the Panda is in liquidation on death row.
http://animals.howstuffworks.com/mammals/panda-hibernation2.htm
Corrupt official 5th February 2016 at 2:41 pm
# Christ, Now they are Panda Bears
…………………………………………………………
Don’t even joke about it…
From STV news;
“The indictment has now been reduced from 15 charges to nine”
In Sevcoland that’s equivalent to completely innocent!!!
Now I am completely lost. What has Panda Bears to do with anything?
(The battle of Hastings was in 1066)
SFA QC has had final say and no rebuttal of this:
“There is no ‘club’ separate from Rangers Football Club limited and no other concept of a club.”
There was a book about eating, shoots and leaves – and comma placement.
Truss me on this.
cuddlybear 5th February 2016 at 11:32 am
“At incorporation, there are two constituted bodies – one unincorporated, one a newly-formed corporate body – involved in the transaction. Clearly and unambiguously, two distinct entities.”
I am not convinced that at incorporation there were two separate entities. At incorporation the club took on a new legal status, it did not merge with another entity. To be a club, it will have had a constitution, members and officers. Where were these when the CVA failed and Liquidation commenced? I cannot see that any form of UNINCORPORATION took place.
The two into one then back into two argument above could surely be applied to any failed ‘club’. We can remember the dead but they are not with us.
Ashley’s QC used a panda reference to highlight a missing or misplaced comma in the SFA article that led to Ashley’s fine re dual influence. He cited the punchline about eats shoots and leaves to make his immediate point.
I also liked the way that he put it (or to be fair James Doleman reported it) given that it was in the middle of a veritable cloud of ethereal evidence that the SFA QC was giving as to why the normal capitalism exempt club that everyone recognised was different to the nasty debt bearing company which no-one recognised, (tell that to Lloyds), when he stated that language has rules and if you don’t follow them you end up, well, like someone who has met a grammatically incorrect panda!
Allyjambo 5th February 2016 at 3:17 pm #
SFA QC has had final say and no rebuttal of this:
“There is no ‘club’ separate from Rangers Football Club limited and no other concept of a club.”
This was Sandison QC for MASH said that
Very good Fishnish
Sorry, Jambo. I get you now.
I still don’t understand but I found this:
“A panda walks into a restaurant, sits down and orders a sandwich. After he finishes eating the sandwich, the panda pulls out a gun and shoots the waiter, and then stands up to go. “Hey!” shouts the manager. “Where are you going? You just shot my waiter and you didn’t pay for your sandwich!”
The panda yells back at the manager, “Hey man, I am a PANDA! Look it up!”
The manager opens his dictionary and sees the following definition for panda: “A tree-dwelling marsupial of Asian origin, characterised by distinct black and white colouring. Eats shoots and leaves.”
Hope this helps.
Another fascinating day in court.
I must admit that I am surprised that O’Neill just didn’t bring the ‘associated persons’ issue up at the start and indicate that this was brought at the time of Mad Vlad at Hearts, which gave us the precedent of ‘associated’ persons with member clubs, but not necessarily official office bearers, having the potential to influence clubs and bring the game into disrepute without any sanctions.
If we are going for the common sense approach we liked so much in the EBT case it is hard not to believe Ashley was trying to bring some influence to bear as a back seat driver.
Of course if Ashley loses this one then it is clear that the courts believe that a person with only a minor shareholding can have a great influence at a club, potentially to the dis-benefit of said club. (Of course if Ashley was influential then it was to the benefit of the club through cash and to pay the leccy and players to a challenge for the title.)
So if you fine someone who has assisted a member club but have no worries about considering a convicted multi million pound tax dodger as being fit and proper to take up chairmanship of a member club, what does that say about your care for the game and applying rules without fear or favour?
But that my friends is for another day!!!
The SFA QC didn’t challenge his opposing QC’s statement, “There is no ‘club’ separate from Rangers Football Club limited and no other concept of a club.” Why might he let that go? I’d be interested to know if anyone can come up with suggested reasons for this lack of a rebuttal, remembering he had previously tried quite hard to create the aura of a (according to the judge) metaphysical entity.
For starters here’s a couple of suggestions:
1) There is no possible challenge to this statement under Scots Law. That’s under all Scots Law, not just company law, as pointed out by the MASH QC.
2) He didn’t want to look like a fool.
Something else to be considered; how long will it be before we read that quote, that very important and relevant to the whole long running ‘Rangers’ scandal quote, in any version of the SMSM?
How long will it be until someone claims it is trumped by LNS?
And that is the story at the heart of Liz Truss’s book. The “Eats, shoots and leaves” means something entirely different from “Eats shoots and leaves”
If the SFA position is that they believe that football as a game and the clubs do not operate like a ‘normal capitalist entity’ someone should inform that ‘reasonable bystander’ Craig Houston of Sons Of Struth that he is wasting his time with tomorrow’s latest boycott of SD.
The poor fool (along with his clubs chairman) is under the impression the club is getting fleeced to the tune of £3-4m in potential merchandise revenue when compared to others from the poor the commercial deals that are in existence and that “You are better buying an extra ticket for a game or Rangers lotto tickets. There is more money going into the club through those products than the merchandise.”
Commercial contracts, merchandise, income, revenue, products, buying tickets?
Remind me to remove all knowledge of such matters from my grey matter so I can I apply when there i vacancy for a CEO in any Scottish Club or when Regan and Doncaster’s jobs come up for grabs.
cuddlybear 5th February 2016 at 11:32 am
“At incorporation, there are two constituted bodies – one unincorporated, one a newly-formed corporate body – involved in the transaction. Clearly and unambiguously, two distinct entities.”
=================================================
I’m sorry but you will have to explain that to me.
As I understand it in this instance a private members club became a limited company. It was not two separate entities with a transfer of assets from one to the other. It was a members club which changed it’s status to a limited company which maintained all of it’s assets and continued trading.
Similarly when that limited company became a PLC it simply “floated” on the stock exchange and changed the type of entity it was. The business carried on unbroken.
One way to look at this is to check the company registration number.
For example
SC003487
That is currently Celtic PLC and is a Public Limited Company. However it wasn’t always, it was previously a limited company. From Companies House.
On 15th December 1994 – Certificate of change of name and re-registration from Private to Public Limited Company
I have hopefully attached an image showing the change of status and name. It is the same company, with the same registration number. It was not two separate entities with assets transferred between them.
EKloon 5th February 2016 at 3:19 pm
cuddlybear 5th February 2016 at 11:32 am“At incorporation, there are two constituted bodies – one unincorporated, one a newly-formed corporate body – involved in the transaction. Clearly and unambiguously, two distinct entities.” I am not convinced that at incorporation there were two separate entities. At incorporation the club took on a new legal status, it did not merge with another entity. To be a club, it will have had a constitution, members and officers. Where were these when the CVA failed and Liquidation commenced? I cannot see that any form of UNINCORPORATION took place. The two into one then back into two argument above could surely be applied to any failed ‘club’. We can remember the dead but they are not with us.
…………………………………………………………………………………………………..
Exactly EKloon, to my knowledge there is no record of some company buying Rangers Football Club back in eighteencanteen.
The club became a company and at no time since did it un-incorporate.
Will the “court of law” decision on the separate club/company myth now lead our esteemed leaders on the 6th Floor to drop this nonsense once and for all. Or will they be hiding in their bunkers fingers in ears, shouting La, La, La, La?
Better they come clean now, than repeatedly get humiliated via the courts in the upcoming fraud trials. We shall see what kind of men they are, (although we know that already).
SFA – Seriously Flawed Administration.
Today, it was stated in court that “There is no ‘club’ separate from Rangers Football Club limited and no other concept of a club.” This statement was not corrected by either the judge or the opposing QC.
I have no legal knowledge, so would be glad if someone could clarify….
Does this unopposed statement in court mean that the statement becomes ‘the truth’?
If so, could the SFA’s QC claim that he simply didn’t hear the statement correctly, or he would have ‘corrected’ it?
EKloon 5th February 2016 at 3:19 pm
I am not convinced that at incorporation there were two separate entities. At incorporation the club took on a new legal status, it did not merge with another entity.
________________
Nobody is suggesting a merger.
Entity 1: A private committee-run, unincorporated organisation, with a constitution, office bearers etc.
Entity 2: A limited company, a new corporate body/legal “person” that comes into existence officially with its Certificate of Incorporation.
Of course these are two separate entities. One must acquire the business and assets from the other to “carry on” the undertaking of the football club. There is a transfer of membership of the football association. There can only be such transactions if there are two bodies in the first place!
Here are two interesting bits of evidence. Firstly some text from a Notification of the incorporation of Celtic’s company…
“No. 3187 – Celtic Football and Athletic Company (Limited), established with a capital of £5000, divided into £1 shares to take over and acquire for the purpose of carrying on a football and athletic company the property and assets of the Celtic Football and Athletic Club.”
A more recent example, albeit from Rugby, but the same process…
“The President welcomed everyone to the meeting. He confirmed that this would be the last AGM prior to incorporation and the Club was going to incorporation to protect against liability but the Club would still remain “the Club”.
The President confirmed that the Club had lost members in the previous year including Honorary Life Members and a minutes silence was held in memory of those who had passed away during the previous year.
Resolution
A resolution was proposed to dissolve Newark Rugby Club and for the Club’s assets to be distributed to a limited company with similar objects to the Club – the terms of the Resolution had previously been circulated. It was proposed to pass the Resolution by Jane Overland and seconded by Andy Statham – passed unanimously by those present.”
Both of these reveal the reality of the incorporation process with regards to sports clubs and that two separate entities (legally separate that is) are involved. The latter in particular shows that any talk of a merger, or one “becoming” the other, is quite inaccurate.
For the legal, and non-metaphysical types here:
The Duffers stuff today – is this a possible Canary Dividend?
An interesting development at European Government level.
Transparency and accountability just keeps appearing.
SFA bereft of both and the internal mobious strip structures allow it.
http://www.playthegame.org/news/news-articles/2016/0145_council-of-europe-moves-to-improve-sports-governance/?utm_content=buffer9b685&utm_medium=social&utm_source=twitter.com&utm_campaign=buffer
Trisisidium
In respect of charge 010, I was surprised to see Clark and Whitehouse named in the first place. All the dirty work took place from early June the previous year in 2011 before administration in Feb 2012.
I think I mentioned previously that I am reading a book called The Scottish Enlightenment by Arthur Herman. A number of times it has referenced the differences between English Law and Scottish Law (Scots was apparently more based along the ancient Roman lines) – anyhoo the key difference it seems is that the judge in Scotland tries to get to the bottom of what actually happened as opposed to only judging on the evidence directly presented and preceding legal, er, precedents (hence the “not proven” option, againsrt the English “on the evidence rpesented not guilty straightjacket).
Now the narrow frames of reference provided by the SFA to LNS for his consideration in what was not a court case have caused a few on here to tie themselves into legal knots, but I am hopeful that now there is a proper court case, with a proper Scottish legal framework, the judge will look past what has been to me nothing more that a tautological argument regarding why “rangers” should not pay their debts but should be allowed to continue as a “club”.
I am even more hopeful that glib little asides from lawyers such as that saying that “reasonable minded people don’t matter” and use of legalese rubs the judge up the wrong way and he does pursue “what actually happened” to the benefit of all of Scottish football….
cuddlybear 5th February 2016 at 4:40 pm #
CB, even in that scenario, the existing club doesn’t continue alongside or within the new incorporated version of the club – it disappears. Ergo, the new incorporated club is one single entity. So when that one incorporated club is liquidated, it is no more.
Are you honestly clinging to the hope that the club can be separated from within that one single incorporated entity and can be bought by another single incorporated entity?
yourhavingalaugh 5th February 2016 at 1:25 pm #
The lunch break is going to be interesting ,I think O’Neil might be substituted…
================================
In keeping with the football theme;
The beleaguered QC could have been given 5 minutes of the second half to improve – or get hooked… 😉
Homunculus 5th February 2016 at 4:24 pm
I’m sorry but you will have to explain that to me.
As I understand it in this instance a private members club became a limited company. It was not two separate entities with a transfer of assets from one to the other.
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No, that is exactly what it was, as my post above describes. Here is an extract from the old Rangers PLC’s incorporation documents…
The objects for which the Company is established are –1) To take over and acquire, for the purpose of carrying on a Football Club, the whole property and assets and others referred to in and upon the terms defined by an agreement between the President, Vice-President, Treasurer and Secretary, and other Members of Committee of the Rangers Football Club, Glasgow, of the first part, and John Douglas MacIntyre, Writer, Glasgow, as Trustee for behoof of a Company to be formed and registered under the name of The Rangers Football Club Limited.
Clearly, a transaction is being described.
The Football Club referred to as being carried on as a result of this transaction of property and assets, cannot be defined exhaustively as being synonymous to either of those two entities. Otherwise, continuation is indeed a myth, the two are but “old” and “new” clubs, and every FC’s incorporation is its own death knell! 🙂
cuddlybear 5th February 2016 at 4:40 pm # EKloon 5th February 2016 at 3:19 pm I am not convinced that at incorporation there were two separate entities. At incorporation the club took on a new legal status, it did not merge with another entity. ________________ Nobody is suggesting a merger. Entity 1: A private committee-run, unincorporated organisation, with a constitution, office bearers etc. Entity 2: A limited company, a new corporate body/legal “person” that comes into existence officially with its Certificate of Incorporation.
Of course these are two separate entities. One must acquire the business and assets from the other to “carry on” the undertaking of the football club. There is a transfer of membership of the football association. There can only be such transactions if there are two bodies in the first place!
Here are two interesting bits of evidence. Firstly some text from a Notification of the incorporation of Celtic’s company…
“No. 3187 – Celtic Football and Athletic Company (Limited), established with a capital of £5000, divided into £1 shares to take over and acquire for the purpose of carrying on a football and athletic company the property and assets of the Celtic Football and Athletic Club.”
A more recent example, albeit from Rugby, but the same process…“The President welcomed everyone to the meeting. He confirmed that this would be the last AGM prior to incorporation and the Club was going to incorporation to protect against liability but the Club would still remain “the Club”.The President confirmed that the Club had lost members in the previous year including Honorary Life Members and a minutes silence was held in memory of those who had passed away during the previous year.ResolutionA resolution was proposed to dissolve Newark Rugby Club and for the Club’s assets to be distributed to a limited company with similar objects to the Club – the terms of the Resolution had previously been circulated. It was proposed to pass the Resolution by Jane Overland and seconded by Andy Statham – passed unanimously by those present.”
Both of these reveal the reality of the incorporation process with regards to sports clubs and that two separate entities (legally separate that is) are involved. The latter in particular shows that any talk of a merger, or one “becoming” the other, is quite inaccurate.
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Quick, run over to the Court of Session in Edinburgh with this startling discovery, for there’s a judge there, and two QCs, who seem remarkably unaware of this, and the judge is about to make a ruling that might impact quite heavily on your assertions that there were, and still are, two entities, both called Rangers Football Club, at Ibrox!
And you still haven’t explained where, in your scenario, bides Rangers Football Club, the unincorporated version!
CB The club at incorporation became the company it did not then exist in some twilight zone for over 100 years to suddenly burst into the real world when the company died. At incorporation it became the company there was no continuing amorphous spirit separate From it nor was such a continuing entity in the mind of those who incorporated the company or ran it until it died. The whole preposterous separation myth is continuing belief in the rather fantastic productions of the mind of Mr Green.
cuddlybear,
Excellent, if not conclusive point, and worthy of discussion I think. Although as Lord Brodie alluded to today, the legal and ethereal positions diverged at a crossroads a long way back.
It also makes you wonder though why something that is a catastrophic failure gets to carry on as if nothing happened – when in fact it did happen.
There is more than just a wee bit of academic interest in the OC/NC debate, however for me the last point remains the important one – it seems incredibly arrogant to claim the title of ‘Scotland’s Most Successful Club’ on one hand whilst adopting a three monkeys posture when confronted with the reality of ultimate failure – and the unpaid creditors.
I think that this incongruity – and the common-sense approach that saw Third Lanark and Gretna fans accept the inevitable consequences of their clubs’ failures – is a bigger barrier to TRFC’s acceptance as RFC by the football community than anything that comes across in a a court of law. That will prove to be – ultimately – the road by which sanity is restored.
As Lord Brodie and MASH’s QC seemed to be saying today, the legal position is unambiguous. However the common-sense position is far more profound in the lay realm.
I think if we are all honest, and can objectively lay aside the need for the facts to fit our own narrative, there really is only one consensus possible – that TRFC are the spiritual heirs of RFC (the franchise being awarded to them not by the fans but by the SFA), but not the original ‘club’.
Joking aside, wrt the SFA’s apparent consistency at alleged incompetence now diversifying from just football to legal matters too…
Just how much is the legal advice and representation costing US – i.e. the punters who actually are paying for and making Scottish football marketable ?
The SFA can’t get a team to a major finals in almost 20 years – but Iceland can somehow manage to succeed.
The SFA even has fundamental problems trying to organize a football venue for its own Scottish cup !
Are there really sufficient SFA resources to squander outside of Scottish football ?
IMO, for the SFA to appear in even just one court case is a massive governance failure, and the CEO should fall on his sword, (I know).
If, being dragged through courts is not a de facto Vote of No Confidence on the SFA’s abilities to govern, then I don’t know what is, (i.e. in the absence of the 42 senior clubs calling out the SFA that is… 🙁 ).
Did Judge Brodie wind up today’s proceedings by asking if he had to give his verdict today?
You would have thought that he would have known the procedure.
Cuddly bear
Interesting in demonstrating how two entities involved but not sure of relevance here.
No. 3187 – Celtic Football and Athletic Company (Limited), established with a capital of £5000, divided into £1 shares to take over and acquire for the purpose of carrying on a football and athletic company the property and assets of the Celtic Football and Athletic Club.”
Carrying on as in develop what was already there an ongoing business by changing it’s structure to become a stronger ongoing business.
In the RFC situation there was no ongoing business to take on. Had there been then there would have been no administration or liquidation.
The problem you will always run into is that for the continuation of RFC as same entity as before to be accepted, the debts dumped because of not being able to continue as a going concern will have to be paid.
I’d settle for the metaphysical interpretation. I have no problem with it keeping folk happy. Just as long as future titles etc are not metaphysically added to thr historical count by SFA/SPFL.
CB,
I admire your tenacity I’ll say that for you!
Out of interest at the point when the transaction you describe occurred was the old, distinct and entirely separate entity left with anything of substance relating to the ‘membership’ that they had just agreed to transfer? Secondly, were the office holders of this old distinct and entirely separate entity that you describe asked their opinion on said transaction, and in the event that a sizeable quantum (couldn’t resist) disagreed with said transaction was any notice taken of their objection?
Trisidium 5th February 2016 at 5:06 pm,
I find it quite amusing how…
One definition roots the football club – albeit with fuzziness around the edges – in the tangible: the people and property, from the players to the tea lady, from the bricks and mortar to the famous emblems – the very things that give our football clubs their substance and character…
The other definition roots the football club in an “entity” that sprang into existence when a paper form was signed and posted from Companies House, and could likewise disappear with a few more signatures on headed paper…
Yet only one is described as “ethereal”/”intangible”, and you wouldn’t guess which… 😉
I know how I recognise football clubs, at home and abroad, and it is not by their legal personality. But everyone has their own perspective, some of which may have changed as a result of this saga.
You’re making a moral point regarding continuation after bankruptcy, that could be applied to any Joe in the street, not to mention many other clubs who escape insolvency with zero-pence-in-the-pound “agreements” enforced on large chunks of their unsecured creditors. It’s a wholly different discussion, albeit one I’m not adverse to have.
Could I posit the answer
…Significantly less than it would cost us all collectively to continue to follow a sport where the eventual winner is allowed to dump debt and restart as if nothing has happened.
And that simple fact is the very core of the matter, not some trumped up claim about metaphorically having a historically bigger d*ck than the next club!!!
cuddlybear 5th February 2016 at 4:40 pm #
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Each of the examples given can be construed as a “solvent reconstruction”, a process that is permitted under the SFA’s articles. The process also ensures that no creditor, shareholder or other stakeholder is disadvantaged.
OK. Lets start with the word “agreement.” Show me where RFC’s creditors agreed that RFC should be allowed to continue uninhibited by THEIR debtor’s rites and I will accept the point.
The Rangers Nil 3.42
My reading of STV report is that Charge 010 failure to meet undertakings like pay the wee tax bill still stands, but Clark and Whitehouse were removed from those indicted leaving at least CW and DG.
I’m not surprised as the failure and how it manifested itself happened before either became RFC Administrators in 2012.
If charge 010 has been removed altogether then the reasons why would be interesting. I don’t think “Don’t mention the wee tax bill” is sufficient justification although the times it is kept under wraps suggests someone would love to.
Easy Jambo. 5.39
The point that RFC became unable to operate as a football club because they were no longer a going concern seems as slippery for some to grasp as an eel in a bucket of olive oil with a padlocked lid.
Well, I don’t know what our court reporters where thinking, but according to The Evening Shark Jump, [ (c) The Clumpany 2015 ], things went ‘swimmingly’ 😉 for the SFA in court today, with the bold headline;
“SFA watchdogs ‘correct to fine Mike Ashley’ over dual ownership”
But nobody at the paper wanted to put their name to this positive SFA article.
…and of course, the article is also “closed for comments”.
OC/NC
Football side – Who did the SFA give a new membership too? Was there not a crossover, where two entities existed claiming to be one. Did one not vote for the other to get into the SPL?
“I think if we are all honest, and can objectively lay aside the need for the facts to fit our own narrative, there really is only one consensus possible – that TRFC are the spiritual heirs of RFC (the franchise being awarded to them not by the fans but by the SFA), but not the original ‘club’.
Tris, I think you’re right – that’s certainly where I stand – but the trouble is that that would require the ‘world record’ to stop at 55 and there’s no doubt that we are struggling, and will struggle, to find any TRFC*-supporting ‘reasonable bystander’ willing to accept that. Even CB, who is intelligent, articulate and polite, is still clinging to the notion of continuity after liquidation.
The Rangers nil? Who missed the penalty? 5th February 2016 at 3:42 pm #
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Thanks for the amended summary of the revised charges. I’ll look forward to Monday’s proceedings as I believe that the current hearing has been continued, once again.
It is no real surprise in a case such as this to see charges amended, removed or added. I’d guess that today’s move was in response to the discussions between the Accused’s counsels, the Advocate Depute and the Judge as they have gone through the previous indictment, charge by charge.
Charges may have been dropped for a multitude of reasons, including there being insufficient evidence to ensure a conviction, or that the charge was poorly constructed in terms of specification, people involved or dates.
Cuddlybear,
I think of it more like a caterpillar changes into a butterfly . Butterfly dies . Caterpillar does not survive it .
For anybody wanting to have a look see above
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