Podcast Episode 3 – David Low


Rabtdog says: April 25, 2014 at 5:12 pm Businesses go into …

Comment on Podcast Episode 3 – David Low by Campbellsmoney.

rabtdog says:

April 25, 2014 at 5:12 pm

Businesses go into admin because of debt.
Businesses don’t go into admin – companies go into admin.

Companies often go into admin because of cashflow issues.

Companies often don’t go into admin even though they have massive debts. But if they have cashflow issues as well, they should be placed into admin (or liquidation).

Campbellsmoney Also Commented

Podcast Episode 3 – David Low

if I were seeking to get shareholder approval for an agreement, the resolution I would draft would say:-
“That the agreement between X and Y, in the form presented to the meeting, a copy of which is attached to this resolution and initialled by the chairman for the purposes of identification only, be, and hereby is, approved.”

As you will see its virtually the same wording.

Its an interesting question as to why they might have wanted to do this. The company law landscape was quite different back then. There might have been a reason back then that simply wouldn’t apply any more. However most solvent reconstructions are done for tax reasons though.

Podcast Episode 3 – David Low

Reluctant though I am to enter a debate on company resolutions from more than 100 years ago that I have not seen, the words you have highlighted refer to the agreement – not the companies.

We still use similar wording now in shareholder resolutions (and this looks to me like an old fashioned Members Voluntary Liquidation).

It should be read as – “The draft agreement submitted to the meeting……….be and the same is hereby approved”.

Podcast Episode 3 – David Low
justshatered says:

May 4, 2014 at 6:34 pm



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Campbellsmoney says:
May 4, 2014 at 5:56 pm

Sorry TUPE is not relevant?
I may not be up to speed on the law but does TUPE not protect worker’s rights and conditions in a buyout of assets such as this?

If TUPE is irrelevant then why was the new entity not forced to buy these assets also as, by football law, they clearly were not the Administrators to sell. At the point of liquidation the players contracts used to revert to the league or is this just another rule that has a “at the discretion of the board” caveat?

This would mean that the creditors were stiffed yet again.
Sorry if I was unclear.

I mean that it is irrelevant to the debate about oldclub/newclub – not that it is irrelevant to the transfer between oldco and newco that was effected by the administrators. Of course it has relevance to that. That was a TUPE transfer.

While I am on, a poster the other day (sorry not sure who it was now) asked how I can state with certainty that it was a TUPE transfer – was there any documentation/certification – whatever – to validate this assertion.

The answer is that no there is never any such certification (unless an Employment Tribunal/court has to rule on the matter). The answer can only be arrived at by looking at what happened and determining (by looking at the TUPE Regs) whether what happened was a transfer for TUPE purposes.

There is no way that what was sold by the administrators to Sevco could not give rise to a TUPE transfer.

The most common situations whereby a court or Tribunal is asked to rule on this arise where an employee contends that a TUPE transfer has taken place but an employer denies this. In the situation at Ibrox, there is no need for that as the employees of Oldco are all at Newco (save those who exercised their right not to transfer) or any who were made redundant before the transfer (not sure if anyone was – I don’t recall any redundancies).

Frankly, anyone who tried to argue before a Tribunal that what took place was not a TUPE transfer would be laughed out of court.

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.. and they wonder why nobody buys papers
I was in The 20 Horseshoe

Did Stewart Regan Ken Then Wit We Ken Noo?

I really can’t explain what you have asked with any certainty but here are some thoughts and comments.

We can’t be sure that the claim is by DK.

In a CVA, it is necessary to get 75% of creditors to vote in favour. But it is also necessary to get 50% of unconnected creditors to vote in favour. Directors claims will be treated as connected.

There is no reason why a creditor should not, if they want to, not claim in A CVA but later decide to submit a claim in the liquidation. It would be unusual but not prohibited.

As for how an investment in equity in one company can later become a claim to be a creditor in another company – that I simply cannot explain. I can only suggest that we do not have all the necessary facts.

Did Stewart Regan Ken Then Wit We Ken Noo?
Resinlabdog well said sir (or madam).

Anyone out there want to discuss what the phrase “sense of entitlement ” might mean when it is not being used about a team from Govan?

BigPink – :”phoenix” companies has no meaning in law. None whatsoever. So if Sir David Murray, Craig Whyte, John Greig, Bill Struth and Lawrence Marlborough all get appointed to the board of either of the companies currently trading as Rangers, it matters little. What do you think will (or perhaps should) “trigger “?

Did Stewart Regan Ken Then Wit We Ken Noo?

Are you Bob Crampsey? 🙂


Did Stewart Regan Ken Then Wit We Ken Noo?
Regarding 216 again (sorry )

Even if Sevco had not changed its name, 216 would still apply because the company trades as Rangers. 216 strikes at trading names as well as company names.

Mr King has made great play today of how s216 is a little known piece of legislation. And how the old board have referred to it.

His intention in doing so is of course to suggest that but for the old board raising the issue, he would not have had to bother going through the court to get leave to be involved in a Rangers company.

Well funnily enough, the law applies whether or not anyone knows about it. In fact, if he didn’t know about it until the old board mentioned it he should perhaps say thank you.

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