Good Evening.
As we ponder the historic vote to create a new Governing body to oversee Scottish League football, I cannot help but wonder what brilliant minds will be employed in the drawing up of its constitution, rules, memorandum and articles of association?
Clearly, Messrs Doncaster, Longmuir and even Mr Regan as the CEO of the SFA will be spending many hours with those dreaded folk known simply as “ The Lawyers” in an attempt to get the whole thing up and running and written down in the course of a few short weeks.
In truth, that scares me.
It scares me because legal documentation written up in a hurry or in a rush is seldom perfect and often needs amendment—especially when the errors start to show! The old adage of beware of the busy fool sadly applies.
It also scares me because the existing rules under which the game is governed are not, in my humble opinion, particularly well written and seem to differ in certain material respects from those of UEFA. Even then, adopting the wording and the approach of other bodies is not necessarily the way to go.
I am all in favour of some original thought– and that most precious and unusual of commodities known as common sense and plain English.
Further, the various licensing and compliance rules are clearly in need of an overhaul as they have of late produced what can only be best described as a lack of clarity when studied for the purposes of interpretation. Either that or those doing the studying and interpreting are afflicted with what might be described as tortuous or even tortured legal and administrative minds.
If it is not by now clear that the notion of self-certification on financial and other essential disclosure criteria necessary to obtain a footballing licence (whether European or domestic) is a total non-starter — then those in charge of the game are truly bonkers.
Whilst no governing body can wholly control the actions of a member club, or those who run a club, surely provisions can be inserted into any constitution or set of rules that allows and brings about greater vigilance and scrutiny than we have at present—all of course designed to do nothing other than alert the authorities as early as possible if matters are not being conducted properly or fairly.
However, the main change that would make a difference to most of the folk involved in the Scottish game – namely the fans— would be to have the new rules incorporate a measure which allowed football fans themselves to be represented on any executive or committee.
Clearly, this would be a somewhat revolutionary step and would be fought against tooth and nail by some for no reason other than that it has simply not been done before—especially as the league body is there to regulate the affairs of a number of limited companies all of whom have shareholders to account to and the clubs themselves would presumably be the shareholders in the new SPFL Ltd.
Then again to my knowledge Neil Doncaster is not a shareholder in The SPL ltd– is he?
I can hear the argument that a fan representative on a league body might not be impartial, might be unprofessional, might be biased, might lack knowledge or experience, and have their own agenda and so on—just like many chairmen and chief executive officers who already sit on the committees of the existing league bodies.
Remember too that the SFA until relatively recently had disciplinary committees made up almost exclusively of referees. I don’t think anyone would argue that the widening of the make up of that committee has been a backward step.
However, we already have fan representation at clubs like St Mirren and Motherwell, and of course there has been an established Tartan Army body for some time now. Clubs other than the two mentioned above have mechanisms whereby they communicate and consult with fans, although they stop short of full fan participation– very often for supposedly insurmountable legal reasons.
As often as not, the fans want a say in the running of their club, but also want to be able to make representations to the governing bodies via their club.
So why not include the fans directly in the new set up for governing the league?
Any fan representative could be someone proposed by a properly registered fan body such as through official supporters clubs, or could be seconded by the clubs acting in concert with their supporters clubs.
Perhaps a committee of fan representatives could be created, with such a committee having a representative on the various committees of the new league body.
In this way, there would be a fan who could report back to the fan committee and who could represent the interests of the ordinary fan in the street in any of the committees. Equally such a committee of fans could ensure that any behind the scenes discussions on any issue were properly reported, openly discussed, and made public with no fear of hidden agendas, secret meetings, and secret collusive agreements and so forth.
Is any of that unreasonable? Surely many companies consider the views of their biggest customer? This idea is no different.
Surely such a situation would go some way towards establishing some badly needed trust between the governing bodies and the fans themselves?
If necessary, I would not even object to the fan representatives being excluded from having a right to vote on certain matters—as long as they had a full right of audience and a full right of access to all discussions and relative papers which affect the running of the game.
In this way at least there would be openness and transparency.
In short, it would be a move towards what is quaintly referred to as Democracy.
Perhaps, those who run the game at present should consider the life and times of the late great Alexander Hamilton- one of the founding fathers of the United States of America and who played a significant role in helping write the constitution of that country.
Hamilton was a decent and brilliant man in many ways—but he was dead set against Democracy and the liberation of rights for the masses. In fact, he stated that the best that can be hoped for the mass populace is that they be properly armed with a gun and so able to protect themselves against injustice!
Sadly, Hamilton became embroiled in a bitter dispute with the then Vice President of the nation Aaron Burr in July 1804. Hamilton had used his influence and ensured that Burr lost the election to become Governor of New York and had made some withering attacks on the Vice President’s character.
When he refused to apologise, the Vice President took a whacky notion and challenged him to a duel! Even more whacky is the fact that Hamilton accepted the challenge and so the contest took place at Weehawken New Jersey on the morning of 11th July 1804.
The night before, Hamilton wrote a letter which heavily suggested that he would contrive to miss Burr with his shot, and indeed when the pistols fired Hamilton’s bullet struck a branch immediately above Burr’s head.
However, he did not follow the proper procedure for duelling which required a warning from the duellist that they are going to throw their shot away. Hamilton gave no such indication despite the terms of his letter and despite his shot clearly missing his opponent.
Burr however fired and hit Hamilton in the lower abdomen with the result that the former secretary to the treasury and founding father of the constitution died at 2pm on the twelfth of July.
The incident ruined Burr’s career (whilst duelling was still technically legal in New jersey, it had already been outlawed in various other states).
In any event, in Hamilton’s time full and open democracy in the United States of America would have met with many cries of outrage and bitter opposition. Yet, today, the descendants of slaves and everyone from all social standings, all ethnic minorities and every social background has the constitutional right to vote and seek entry to corridors of power.
In that light, is it really asking too much to allow football fans to have a say and a presence in the running of a game they pay so much to support?
hayzaboy says:
June 22, 2013 at 3:26 pm
It’s worse than that, they tried to bring a player in, on a high salary
http://www.dailyrecord.co.uk/sport/football/rangers-hopes-of-landing-daniel-cousin-1117088
Not only did they fail to cut costs, they were trying to increase the salary bill. Absolutely extraordinary.
Totally unlike what happened at Hearts, or Motherwell, or any other Scottish football club which went through the same.
They assumed their would still be A Rangers, and that it would be in the SPL. So they tried to keep as much as possible together for the new owners. Which we now know involved Whyte, or at least was supposed to.
this is directed at whoever is sitting there TD every post so that inevitably posts start with a 0 -1 …..why? haven’t you got a club that needs saving from the spivs….when I say club I obviously mean holding company, as we know that the club can never die!
Just listening to Sportsound and Graham Spiers mentioned the strategy of Dermot Desmond and how Celtic must be run as a sustainable business. It struck me just how few Scottish journalists actually mention the success Celtic have had with the way the club is run, including a robust scouting policy. Although as a Celtic fan I’m obviously biased towards my club, I find it very strange the lack of recognition given for the way the club is managed. Is it because it is managed as a polar opposite as to how Rangers has been/is being managed?
Can I go way off topic, just for a second.
Watching The Lions against Australia earlier today.
SPOILER below if you intend watching it later.
Australia were given a penalty with literally the last kick of the game. Scoring it would have won the game, it was cut and dried. It was a penalty, however the point is none of the players ran to the referee to moan, complain, get in his face, nothing like that. This is the norm in rugby (obviously there are occasional exception).
We need to bring this attitude into football. Possibly a way of penalising excessive moaning. Sin bin, ball moved 10 yards forward, something.
Anyway, apologies and carry on.
Gaz they died get over it,your obviously an intelligent guy so why waste your time on this and concentrate your skills in building something worthwhile,something that can be respected unlike the cheats,spivs and conmen that have graced the boardroom at Ibrox for 25 years or more,move on sir !
Upthehoops @3.47
You have answered your own question as for the number of thumbs down ……………well WE know the score there dont we.
jonnyod says:
June 22, 2013 at 1:08 pm
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Of course that was the big scandal.
Jack Steedman and his cronies in the SFA had already held not one but two official enquiries into Farry’s conduct – Bryson was involved in both of these enquiries. Both enquiries had completely exonerated Farry and found no case to answer and McCann had been told to stop his moaning.
When Farry was skewered in the witness box by McCann’s lawyer, and found to be the outright liar he was in this case, the defence team asked for an adjournment.
During the adjournment, Farry was summarily dismissed, the sole reason being that the senior SFA honchos including Jack Steedman were next up for examination. To avoid any impropriety being found higher up in the SFA echelons, Farry was sacrificed on the altar of expediency and the court was told there was no need for the case to continue.
McCann had been ridiculed for months about his “pointless” pursuit, but every time Farry looked in the rear view mirror, there was the Bunnet.
Bryson was there, Bryson was involved, Bryson is still there, Bryson is still involved. Draw your own conclusions.
In the meantime, the “revelation” that a club in administration continued to pay an ex-player £25K to have someone write down his puerile thoughts for inclusion in a downmarket tabloid must finally convince anyone who hasn’t already reached that conclusion that the tabloid MSM no longer requires support. It is rotten to the core and, like Rangers, must be allowed to die.
Accept that and we can all move on.
johnnymanc says:
June 22, 2013 at 3:41 pm
10
29
this is directed at whoever is sitting there TD every post so that inevitably posts start with a 0 -1 …..why? haven’t you got a club that needs saving from the spivs….when I say club I obviously mean holding company, as we know that the club can never die!
======================
Jesus,I think you have just been nailed by a school trip.
ohhappydayz says:
June 22, 2013 at 3:22 pm
Confirmation of the role performed by Mark Hately. http://i.imgur.com/RNcAM6Y.jpg
How many more? How many ex sevco players speak out in a negative way when talking about the club?
——————————————————————————
There’s a good question for an enterprising journalist – ask Rangers how many people who currently comment in the media are getting some kind of payment for doing so. Just Hately?
It would certainly explain a lot if there were others, particularly the ones who just seem criminally thick, but might actually be just ‘doing their job’.
Duplesis says:
June 22, 2013 at 3:21 pm
1 6 Rate This
@ianjs at 2:46pm
I think what happens at the point at which a club incorporates is actually quite informative in this debate.
++++++++++++++++++++++++=
I think that is the correct approach.
I have seen lots of talk about “clubs incorporating”, but .In my view there is no such process in any legal sense. A company is incorporated, which then takes over, by gift, purchase, or however, the assets of a pre-existing club. There may, or may not, be an identity between the club members and the shareholders of the company. I would suggest that it would be unusual for 100% of the club members to take up shares in the company, though I would expect them all to have the opportunity to do so. That is not, to my mind, incorporating a club. That is setting up a company to run a club, or run a club’s business, whichever way you prefer to look at it.
Gaz says:
June 22, 2013 at 3:37 pm
5 1 Rate This
hayzaboy says:
June 22, 2013 at 3:26 pm
It’s worse than that, they tried to bring a player in, on a high salary
http://www.dailyrecord.co.uk/sport/football/rangers-hopes-of-landing-daniel-cousin-1117088
Not only did they fail to cut costs, they were trying to increase the salary bill. Absolutely extraordinary.
Totally unlike what happened at Hearts, or Motherwell, or any other Scottish football club which went through the same.
They assumed their would still be A Rangers, and that it would be in the SPL. So they tried to keep as much as possible together for the new owners. Which we now know involved Whyte, or at least was supposed to.
=========
not the way I remember it
Cousin was signed and paid his salary in full in advance prior to rangers going into administration, however he was not properly registered, what the administrators tried to do was register him after the administration started.
It was a lulz-fest
hayzaboy says:
June 22, 2013 at 4:04
Gaz they died get over it,
=====================
No thanks, as long as people keep up the propaganda and lies that rangers survived liquidation I will keep telling the truth that they didn’t.
Hopefully a bit of good news:
Alex O’Henley @OHenleyAlex 22m
BDO administrator Bryan Jackson hopes to have a preferred bidder for Dunfermline by the middle of next week.
A bit cryptic here:
Graham Spiers @GrahamSpiers 1h
‘Sportsound’ 3.30-5pm with Derek McInnes, Bryan Jackson, Garry Hay and me. Dons, Hearts, Killie, #DAFC fans send Qs to @bbckennymac.
Charlotte Fakeovers Charlotte Fakeovers @CharlotteFakes 1h
@GrahamSpiers @bbckennymac Serious Q-Ask Bryan Jackson if Vlad made a quick phone call to him, would he amend a 7 year old invoice? #Liberty
torrejohnbhoy(@johnbhoy1958) says: June 22, 2013 at 4:29 pm
A bit cryptic here:
Charlotte Fakeovers Charlotte Fakeovers @CharlotteFakes 1h
@GrahamSpiers @bbckennymac Serious Q-Ask Bryan Jackson if Vlad made a quick phone call to him, would he amend a 7 year old invoice? #Liberty
==========================
I think CF may be suggesting that SDM (or other RFC bigwig) may have contacted D&P to ask them to alter a 7 year old invoice.
Why? I haven’t a clue.
@ Duplesis
I presume you will know this but it’s interesting in terms of Articles: ‘A company’s articles, in other words, may not tell the whole story of the relationship between shareholders and their company – other documents, such as a shareholders’ agreement, might be needed for the full picture’.
I’m also just re-reading LNS from the viewpoint that ‘undertaking’ for me has the ‘corporate body’ tag and I think it points to the fact that this was considered by LNS – I’m going to read again and if I still agree with myself I’ll post-up the relevant pars.
BVI Court Appointed Liquidator of the holding company’s holding company of the company that went into liquidation but not before selling the history to a new company.
http://www.caribbean.zolfocooper.com/our-people/stuart-mackellar
Stuart is a member of the Institute of Chartered Accountants of Scotland and holds an insolvency licence issued by the Insolvency Practitioners Association in the UK.
__
• IPA
• Scottish Accountant
Blimey 😉
neepheid says:
June 22, 2013 at 4:21 pm
Not according to HMRC, see my previous. They are of the opinion that a VAT registered business can change what type of legal entity it is and if they choose carry on with the same VAT registration, history etc. A partnership for example can become a Ltd Company. It’s not a case of transferring assets, it’s a change of legal entity.
They may only be one opinion, but they are the Government Department responsible for such things.
the taxman cometh says:
June 22, 2013 at 4:22 pm
Thanks, that’s even worse.
A business going into administrations makes no-one redundant and employs another person on a high salary.
Excellent cost cutting.
To me the whole thing shows that they thought / assumed / were told that A Rangers would be in the SPL the next season. Why else would you keep that squad together and continue to pay their salaries. You wouldn’t need them for junior football or SFL3.
hayzaboy says:
June 22, 2013 at 4:06 pm
===============================
I have no issue with my posts getting TD’s at all. It does not change my view in any way that the media are overwhelmingly reluctant to highlight how well Celtic are managed. I do notice frequent references to how well St Johnstone are managed and they certainly seem to be. Ross County, Motherwell and Inverness CT are others who frequently receive a nod from the media for a sound business approach. I can only conclude the majority of the media just can’t bring themselves to praise Celtic, because how Celtic are run shows there was absolutely no need for Rangers to do what they did. Of course, Rangers might have won less trophies if they chose the proper approach. If I receive TD’s for saying that, I couldn’t care less.
Gaz I still dont understand why the Duffers didnt go through the motions of some non-essential cost cutting my examples being Jardine and the bold Mr H and there must be more I wonder if any hacks were in on the lamb as well.
hayzaboy says:
June 22, 2013 at 4:57 pm
In my opinion their intention was never to run a proper administration. Which should have been an attempt to save the limited company. They were trying to keep the business as intact as possible for a new owner to operate. (with Whyte in the background)
It was supposed to be a blip, and as Craig Whyte said way back at the start, there would be A Rangers playing at Ibrox. I remember at the time thinking it was a very specific way of saying it. Not Rangers will always play at Ibrox, there will always be A Rangers playing there.
Cutting costs wasn’t really an issue if the business was going to continue in the SPL debt free anyway. Other clubs have to sack people to cut costs to make survival possible. Rangers didn’t think they had to, it was an inconvenience which would actually result in them being if anything in a better position. Tens of millions of debt wiped but everything else as before. It would have been great for them
@Gaz @4:50pm
I think they’re just using short hand for the same thing though. There isn’t a process whereby a club or any other sort of business goes into a cocoon and emerges as a company.
In every case when a business incorporates, what happens is that a company is formed and the assets are transferred into that new company.
HMRC appear happy to see that as the same business – which of course it really is, just operating in a new way, but there is always a process whereby the company acquires “the business” in the sense of its assets.
@ 4:47 pm : Correction
BVI Court Appointed Liquidator of the holding company’s holding company of the company that went into liquidation but not before selling the history to a new company that moved to another company which in turn now forms the holding company of the company that raised the IPO now under dispute from the owner of the now under liquidation holding company’s holding company – who`s formed a new partnership company to press the claim.
Technically speaking there could arise a position where liquidation occurs both sides of the Atlantic
A sort of spivs Atlantic League if you will.
Ah`ll get ma lifejacket………………………
Tic 6709 says:
June 22, 2013 at 4:16 pm
8
18
Rate This
“…TD every post…Jesus,I think you have just been nailed by a school trip.”
————–
Looks like they weren’t all back on the bus by the time you made your comment Tic. There seems to be a concerted campaign underway currently. Just illustrates the powerful effect the blog is having.
Duplesis says:
June 22, 2013 at 5:07 pm
Yes, I do know what a transfer of a going concern is.
In any real sense when the new entity is created the old one ceases to exist. It’s not as if a partnership becomes a Ltd company and both continue.
So however one wants to look at it, either Rangers the club became Rangers the Ltd company. Or Rangers the Club ceased to exist when Rangers the Ltd company came into being. The net effect is the same and is accepted by most reasonable people, including the man on the Clapham Omnibus. The one entity becomes the other and is continuous.
Rangers the Club became Rangers the Ltd Company became Rangers the PLC.
TSFM – No idea why twice posted @ 5.07 – apols to all nonetheless – Pl delete – tp
Gaz says:
June 22, 2013 at 4:53 pm
To me the whole thing shows that they thought / assumed / were told that A Rangers would be in the SPL the next season. Why else would you keep that squad together and continue to pay their salaries. You wouldn’t need them for junior football or SFL3.
—————————————————-
The thing is though that even that argument doesn’t work for Rangers – presumably (at present anyway) Hearts are planning to try to remain in the SPL next season, yet they appear to accept that they can’t try to keep everyone employed / add Daniel Cousin to their playing staff / employ ex-players to waffle in the media
@ Gaz @5:14pm
If all that happened was that the assets of the Rangers unincorporated club were transferred into a company, then I don’t see that the club became the company.
If I incorporate my plumbing business in the same way, the business doesn’t become the company, the company just runs the business.
So we’re left with either
(1) the club comes to an end on incorporation and there’s a completely new start – but of course that applies to all clubs which incorporated, and no current club/company can claim to be a continuation of an original unincorporated club.
or (2) the club is just the business’s assets which are capable of transfer into corporate bodies (as LNS said.)
As I say, the answer has implications for every club.
TW says:
June 22, 2013 at 5:25 pm
=========================
They could have sold the players after the CVA, got the money in themselves, and shafted the creditors yet again.
It’s wrong, it’s corrupt but it’s not like that would be knew in this case.
That’s why Green was so (incorrectly) adamant about the TUPE rules. He didn’t want the players who left. he wanted to sell their registrations. Even if he got a quarter of their real value it would still be a substantial amount.
Simple fact is that if someone complains about getting the Thumbs Down treatment, they will get a barrowload of Thumbs Down.
It’s really more childish than sinister. Nothing to get upset about.
(I now fully expect to create a TD record ;-0)
Duplesis says:
June 22, 2013 at 5:29 pm
@ Gaz @5:14pm
If all that happened was that the assets of the Rangers unincorporated club were transferred into a company, then I don’t see that the club became the company.
=========================
I didn’t say that though, it is a transfer of a going concern. It’s not just the assets. The business continues in a new form.
If it were a new business which had an overdraft would it still have that. Would it still be owed money by customers. Would it still have the same contracts with it’s employees. Would it still have the same insurance policies. it would till have the same VAT number.
In a TGC does a business lose it’s creditors and debtors, do employees need to sign new contract, are insurance policies and contracts with suppliers nullified.
It is the same business in every meaningful sense, just a new legal entity.
@Gaz @5:29pm
To be clear, its the business and assets which transfer – yes. But “the business” really is just a set of assets, so that’s something of a moot point.
The central issue though is this – do you regard the transfer of a club’s business and assets into a corporate body as a continuation of that club or do you regard that as an extinction of that club?
Gaz says:
June 22, 2013 at 4:53 pm
the taxman cometh says:
June 22, 2013 at 4:22 pm
Thanks, that’s even worse.
A business going into administrations makes no-one redundant and employs another person on a high salary.
Excellent cost cutting.
To me the whole thing shows that they thought / assumed / were told that A Rangers would be in the SPL the next season. Why else would you keep that squad together and continue to pay their salaries. You wouldn’t need them for junior football or SFL3.
==================================================
I think the SPL for the following season was obviously the reason but D&P would need some kind of cover/excuse/reasoning to think that Rangers would remain in the SPL.
The only place this could have come from IMO – and it could be a combination – is from Whyte, Green, SPL or SFA. I’m not totally sure that D&P would accept the word on Whyte or Green on their own so I can only conclude they got some kind of nod from a very senior level in the SPL or SFA and I tend to think the SFA leads on this by a nose.
Duplesis says:
June 22, 2013 at 5:41 pm
If it is a transfer of a going concern then yes. I think I have been quite clear on that, to the point of boring some people here who have felt the need to comment.
If the original business is still in existence then clearly not, it is simply a sale of assets
ecobhoy says:
June 22, 2013 at 3:16 pm
ianjs says:
June 22, 2013 at 2:46 pm
This was posted under “Company law For Dummies” so copywrite acknowledged.
“A company is incorporated specifically to protect the directors’ and investors’ liability; that is why it is actually, and legally, a company limited by guarantee or a company limited by shares.
The former allows directors to limit their liability ecobhoy says:
– in the event of business failure – to a guaranteed and pre-determined amount (usually between £1 and £10 nowadays) whilst the latter allows investors and directors to limit their liability – in the event of business failure – to the amount which they invested in the company.”
That has always been the reason for incorporation.
The internet is littered with sites (mainly Company Law) offering incorporation advice to football clubs, golf clubs, and bowling clubs .
The point being that if Auchenshoogle Bowling club wants to incorporate it will be given the same advice as Hastings and Harry Football club. The only difference would be where it registered eg Scotland it would be governed by Scots Law,England or Wales English Law.
neepheid says:
June 22, 2013 at 4:21 pm
Duplesis says:
June 22, 2013 at 3:21 pm
@ianjs at 2:46pm
I think what happens at the point at which a club incorporates is actually quite informative in this debate.
++++++++++++++++++++++++=
I think that is the correct approach.
I have seen lots of talk about “clubs incorporating”, but .In my view there is no such process in any legal sense. A company is incorporated, which then takes over, by gift, purchase, or however, the assets of a pre-existing club. There may, or may not, be an identity between the club members and the shareholders of the company. I would suggest that it would be unusual for 100% of the club members to take up shares in the company, though I would expect them all to have the opportunity to do so. That is not, to my mind, incorporating a club. That is setting up a company to run a club, or run a club’s business, whichever way you prefer to look at it.
=================================================================
I think the FA model rules for an unincorporated club are interesting and especially the part on Dissolution:
12. Dissolution
(a) A resolution to dissolve the Club shall only be proposed at a General meeting and shall be carried by the majority of at least three-quarters of the members present.
(b) The dissolution shall take effect from the date of the resolution and the members of the Club
Committee shall be responsible for the winding up of the assets and liabilities of the Club.
(c) Any surplus assets remaining after the discharge of the debts and liabilities of the Club shall be
transferred to another Club, a Competition, the Parent County Association or The FA for use by them related to community sports.
http://www.thefa.com/~/media/Files/TheFAPortal/governance-docs/financial-regulation/club-structures.ashx
Gaz says:
June 22, 2013 at 5:46 pm
” I think I have been quite clear on that, to the point of boring some people here who have felt the need to comment.”
——————-
Watching you bashing your head against a brick wall is quite entertaining Gaz. I do however fear for your head.
From a footballing perspective, if a football club changes from a members club to a limited company then there is continuity. It stays in the same league, it holds the players registrations and if it was in the top clubs in Scotland it is seeded in the Scottish Cup the next season.
None of that happened with Rangers. They had to re-apply to join a league, the players walked away and they started in the first round of the Scottish Cup.
The original company still existed, and does to this day. It simply ceased trading and disposed of it’s assets.
Duplesis says:
June 22, 2013 at 5:29 pm
2 4 Rate This
@ Gaz @5:14pm
If all that happened was that the assets of the Rangers unincorporated club were transferred into a company, then I don’t see that the club became the company.
=====
Rangers club incorporated in 1899, it BECAME The Rangers Football Club Ltd
Duplesis says:
June 22, 2013 at 5:41 pm
0 0 Rate This
@Gaz @5:29pm
To be clear, its the business and assets which transfer – yes. But “the business” really is just a set of assets, so that’s something of a moot point.
The central issue though is this – do you regard the transfer of a club’s business and assets into a corporate body as a continuation of that club or do you regard that as an extinction of that club?
========
“the business” was not transferred on purchase of the assets, The Rangers Football Club – a trading name of sevco scotland, could not operate the business of an association football club at the time of the sale of the assets, i.e. they could not play football
Castofthousands says:
June 22, 2013 at 6:16 pm
My head will be just fine. The reality and arguments have been there all along. People simply keep trying to revise history. It’s really just a matter of reminding them of the truth. If they choose to ignore it or try to twist it that’s fine. it doesn’t really change anything.
Hateley!
Unbelievable disclosure if you think about it..paid a salary during administration ?
Can someone explain exactly what he was paid for?….
Please don’t tell us it was for writing / propagating Media House spin in the media ..if so this is absolutely scandalous….. He should pay the lot back to BDO..
When did this start? Also how can he conceivable get a job spouting his stuff in a national newspaper ?
every single word attributed to him while he has been paid…has to be viewed as an orchestrated Rangers media move
Also …Who else please .??????
We need to debate the more important aspects of Scottish football.
Fortunately, there is currently a Rangers Media thread which helps TRFC fans to do just that…
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“…I see there is talk today of Greggs opening negotiations with the SPL with a view to taking over the pies at all grounds.
Whilst I think Rangers pies are absolutely shocking and would welcome Greggs…
It’s no coincidence that the merger has gone through and Doncaster is now casting his beady eye on a cut of the pie sales. He can f*** (sic) right off. I’d rather eat the cold, over-priced, rancid pies we have currently than anything they were making money from…”
😉
@ 5.07 pm : Correction:
Of course the various professions could conduct full straightforward honest investigation…[might help]
A Major Club was wrecked on self-interests & greed causing heart rending distress to many honest folk
Old fashioned me – believed Authorities were mandated salaried and well pensioned to prevent such abuse
Whilst the Hateley disclosure is perhaps not so surprising – it does remind us about the EBT’s and the unanswered question of whether any MSM ‘journalists’ received EBT’s / payments during Minty’s time at iBrox.
Now if CF had some information on that it would be very interesting…
Duplesis says:
June 22, 2013 at 5:29 pm
@ Gaz @5:14pm
If all that happened was that the assets of the Rangers unincorporated club were transferred into a company, then I don’t see that the club became the company.
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Having looked at the FA model rules on dissolution of unincorporated clubs then it seems obvious that there could be a multitude of different outcomes as to whether any assets could be transferred or not because it would all depend on the constitution/rules of that club.
And surely in that case the only time it could have been applied in Rangers case was at incorporation in May 1899. The four founder members of Rangers in 1872 ran it until incorporation.
But what form was that in? Was it a partnership or an unincorporated association and was it verbal or written?
I wouldn’t pick Rangers Early History if I ever made Matermind and I doubt if Kieran Prior would either. But is there any clues in the original company documentation from 1899 which shows assets being received from the previous incarnation and I’m not wanting to start and debate on whether Old Rangers first died in 1899 with the First Newco being born 🙂
But I don’t think – and I don’t really understand my thought process on this one: Let’s assume that Rangers was an unincorporated club before 1899 I don’t see after the Incorporation it actually could go back to being unincorporated again because surely the very minimum required for an uncincorporated club is the combining of a least two people in a common purpose. And who then have they or their successors been down the years?
So I think the unincorporated club idea is a red herring – obviously a non legal entity still fits though I reckon.
Bob Cobb says:
June 21, 2013 at 8:51 am
I’m just a layman in legal terms, but not in accounting terms, so I can only base my interpretations on my own knowledge and experience – just as others do so well on this site. And what this knowledge tells me is that we misuse the term “club” on a regular basis. Rangers Football Club ceased to be a club the day it was incorporated. Sure; the word “Club” was retained in the name and fans and players and managers speak of the “good of the club” but in real terms the club ceased to be the moment it was incorporated.
(This is not unique to Rangers. Any “club” that has been incorporated ceases to exist as a club regardless of what they call themselves. In simple terms, the club and the company are one and the same.)
So to argue now that the club is not/was not a legal entity is not only disingenious, it simply is not true. I’m glad I’m an accountant and not a lawyer because it means I dont need to wade through tons of legal jargon and clauses to know the truth, The club was the company and the company was the club. It really isn’t that difficult to grasp.
=============================================================================
Bob…thank you for the most lucid and succinct post regarding the “same club/old club and oldco/newco” nonsense.
As a beancounter with the most basic understanding of company law which allows me to avoid breaching it, I have all along in this sorry omnishambles consoled myself with your simple analogy. What is not to understand?
I also note that at time of my posting, your post has received not a single “TD”…have “they” all gone somewhere else?
I await the “incoming”…!
StevieBC says:
June 22, 2013 at 6:42 pm
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Why on earth would anyone have given a Scottish football journo an EBT? They were already serving their master without the need for so much as a penny; even David Murray would not be so lavish with the bank’s money.
Castofthousands, the point is that this blog can only be considered to have started to achieve its purpose when there are at least 50 – OK, 54 TDs for every post. It’s a disappointing 5-15 at the moment but we know greenockjack and co can do better.
The fact the TDs are slowly but surely growing can only be viewed as a most positive sign.
54 TDs (or my money back)
slimshady61 says:
June 22, 2013 at 7:09 pm
1 0 Rate This
StevieBC says:
June 22, 2013 at 6:42 pm
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Castofthousands, the point is that this blog can only be considered to have started to achieve its purpose when there are at least 50 – OK, 54 TDs for every post. It’s a disappointing 5-15 at the moment but we know greenockjack and co can do better.
The fact the TDs are slowly but surely growing can only be viewed as a most positive sign.
54 TDs (or my money back)
**********************************
My intention was to give you a TD and say ‘there you go Slim, don’t mention it’, but mistakenly gave you a TU! Doh!
slimshady61 says: June 22, 2013 at 7:09 pm
StevieBC says: June 22, 2013 at 6:44
-Why on earth would anyone have given a Scottish football journo an EBT? They were already serving their master without the need for so much as a penny…
===============
Why are you so sure ss ?
Why does the MSM still avoid even mentioning Minty – even 2 years after he had left his position of
influence down Govan way?
If not an EBT then financial payments to some journalists to buy their loyalty – and silence? Allegedly.
thenty – and more importantly now. No proof just a hunchy I fluence
slimshady61 says:
June 22, 2013 at 4:14 pm
An absolute belter of a post!! Ta
Just read the Hately article
http://www.dailyrecord.co.uk/sport/football/football-news/mark-hateley-sfa-not-taken-1976987
Love his call to arms against the SFA: ‘It’s time to force every club to prove they are running their operation responsibly. Every team should be given an annual MOT to show they are in good condition.
Let’s follow the German model where clubs have to produce books every season to show they are not spending more than they are bringing in. It’s the SFA’s duty to vet these owners.
It’s the SFA who have failed to prevent this mismanagement by not having checks in place.
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Yes Mr Hately, all very fine and dandy and indeed laudable. I wonder if he’s any ideas as to how the SFA could do this against say a club that consciously and actively conspired to hide the truth from not only the SFA but from HMRC for almost a decade?
How do you stop that club shredding incriminating paper work on an industrial scale and how do you prevent key officials developing total amnesia for extensive periods of their professional life? And do you think that the SFA should take out a rolling contract with ScotPol to carry out the raids that seem to be the only way to obtain the dirt on the club’s dark deeds although we might never ever see the deeds?
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Does any of that ring any bells with you Mr Hately? Can you think of any club that might fit the bill? And did you observe transparency when writing stories while doing PR for a football club? Did the newspaper know about the possible conflict of interest because the readership didn’t as there were no disclaimers on the stories.
You know the type I mean: ‘This is the personal view of the writer’ although it might have been more accurate if it stated: ‘This is the view of the Rangers PR Department as told to it by an external PR company in an attempt to hoodwink the readership’.
slimshady61 says:
June 22, 2013 at 7:09 pm
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Why on earth would anyone have given a Scottish football journo an EBT? They were already serving their master without the need for so much as a penny;
===========================================
Those old yins may remember:
“You cannot hope
to bribe or twist,
thank God! the
British journalist.
But, seeing what
the man will do
unbribed, there’s
no occasion to.”
Really Mark.
When was the last time the club you played for, the now dead, one actually meet it’s statutory requirements in relation to audited accounts.
Nothing to do with the SFA watching over them, their statutory requirements as a PLC.
Talk about blaming someone else for your own failings. Yes I stole the car but it’s the Police’s fault for not stopping me.
I see the T.D.’s seem to have abated slightly. What I loved about this afternoon’s blitzkrieg were the number of pro-Govan posts that were also getting hammered. Proves that you can teach monkeys to press a button quicker than teaching them to read.
From Andy Roxburgh today:
“I know the SFA is working really hard at the grass roots and in its player development.
“There is not one answer but clearly, if the business at the top level is not in order then the whole thing collapses like a pack of cards.”
—
Never said a truer word, Andy, but you must have known how out of order it was even in your time.
@The taxman cometh at 6:21pm
I think you’re coming in to that exchange half way through – I was talking about what happens when an unincorporated association “becomes” a company.
My point is that is really a misnomer – an unincorporated association never becomes a company, it just has its assets transferred in to a newly formed company and then ceases to trade – which is why your post at 6:19pm is strictly speaking incorrect.
Your post at 6:19pm illustrates the conceptual misunderstanding I was trying to highlight. My point is that the incorporation of a club means no more than a transfer of a defined set of assets – just like the transfer of any other business – which of course is rather like LNS’s view on things.
Coming back to your 6:21pm post however, in point of fact “the business” was specifically transferred between what is now RFC 2012 (IL) and what is now The Rangers Football Club ltd. You’re confusing that issue with whether the RFC could play football at that time, which isn’t quite the same. Ultimately of course RFC were allowed to play football, which means that even if the transfer of the business was inchoate it did eventually complete.
I must say it has become somewhat boring regarding the old company/old club/ new club/new company debate which has been raging for most of this week.
I mean no disrespect to those posters to whom is seems to matter.
Accordingly I would refer you to the most succinct and correct analysis which I have seen for a long time.
Bob Cobb says:
June 21, 2013 at 8:51 am
“So to argue now that the club is not/was not a legal entity is not only disingenious, it simply is not true. I’m glad I’m an accountant and not a lawyer because it means I dont need to wade through tons of legal jargon and clauses to know the truth, The club was the company and the company was the club. It really isn’t that difficult to grasp.”
essexbeancounter says:
June 22, 2013 at 6:47 pm
“As a beancounter with the most basic understanding of company law which allows me to avoid breaching it, I have all along in this sorry omnishambles consoled myself with your simple analogy. What is not to understand?”
Well as a lawyer with all too many years behind me, I would like to draw your attention to the fact that in Law and in fact, as I said earlier this week, Rangers, whether it be club or company died when they went into liquidation.
The only people who cannot and will not accept this are the poor deluded sevconians who refuse to bury the corpse.
I would suggest that we concentrate in ridding ourselves of the corrupt SFA.
Strange that the only people who could thoroughly cleanse them are in fact the very people who voted to re-elect CO last week.
What are the chairmen of our clubs thinking of?
As Essex says, “What is not to understand?”
Duplesis says:
June 22, 2013 at 8:22 pm
If “the business” transferred and it was the same and as such the same club then why did it play in the first round of the Scottish Cup, it should have been seeded and entered at the third. Why were the players registrations not held by it, they simply walked away and other clubs registered them. Why did it have to apply to play in a league.
Bottom line, the club still existed, it’s holding company still existed. The club just wasn’t playing football any more and all of it’s assets had been sold off. That left a space in the SPL and Dundee took it.
@Gaz at 8:43pm
I think the club probably played in the first round of the Scottish Cup because that was part of what was agreed in the 5 way agreement, but I don’t know. Equally of course the SFA might just have applied its rules incorrectly – I’m sure you would explain some of the other things which have happened in this saga on that basis, would you not? Of all the arguments that RFC are now a new club, I’d have to say I find attempting to back calculate its status from which round of the Scottish Cup the club played in one of the more spurious.
On the player registration issue, the fact TUPE came in to play at all confirms there was a transfer of undertaking, which underlines the point that the business transferred.
RFC had to apply to play in a league because the SPL refused to transfer the SPL share to the new company. There was no mechanism for that to result in relegation, so the club had no automatic right to play in the SFL, and thus had to apply.
It’s actually a straight forward matter of fact that “the business” was transferred from the company then in administration to the new company – it’s documented that “the business” was sold by D&P and bought by Sevco – whether that means that the “club” continued is more a philosophical question than a legal one in my view.
As I say though, if we go back the start and look at what happened when the unincorporated association transferred its assets to what was then the new Rangers company, the mechanism isn’t that different.
Finally, you mentioned in previous posts the question of “going concern.” Businesses (and by that I mean the business and assets of the company) are sold out of companies which are in administration all the time, as I’m sure you know, so the going concern issue is a bit of a red herring in my view.
we may need to wait and see if ra peeps make it back to European footie. When that happens, i expect the sfa/msm nonsense that a liquidated club has risen again, will be laid to rest.
just like people walk about with Ramones t shirts long after the group are no more, trfc fans walk about pretending to be liquidated rfc fans. When they get back to the spl, the crack will be so funny.
Am I correct in thinking that CF has revealed that ragers were paying M Hateley £25,000 per month to be a mouthpiece in the media .
£300,000 pa whilst in admin ,what were Duff n Duffer looking at when the were attempting to cut cost (stop laughing at the back ).How could they possibly justify that .
Please tell me I’ve read it wrong
M Hateley says with the money their paying me they could have had a new signing
£25000 per year I think
Duplesis says:
June 22, 2013 at 9:07 pm
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Read this and stop kidding yourself on.
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Bob Cobb says:
June 21, 2013 at 8:51 am
I’m just a layman in legal terms, but not in accounting terms, so I can only base my interpretations on my own knowledge and experience – just as others do so well on this site. And what this knowledge tells me is that we misuse the term “club” on a regular basis. Rangers Football Club ceased to be a club the day it was incorporated. Sure; the word “Club” was retained in the name and fans and players and managers speak of the “good of the club” but in real terms the club ceased to be the moment it was incorporated.
(This is not unique to Rangers. Any “club” that has been incorporated ceases to exist as a club regardless of what they call themselves. In simple terms, the club and the company are one and the same.)
So to argue now that the club is not/was not a legal entity is not only disingenious, it simply is not true. I’m glad I’m an accountant and not a lawyer because it means I dont need to wade through tons of legal jargon and clauses to know the truth, The club was the company and the company was the club. It really isn’t that difficult to grasp.
Funny how the Sevco argument seems to have shifted somewhat from “It’s still the same club ” to 2there is no such thing as a football club .
Need to go now I’ve got to pick up a gross of Ragers football company scarfs I’m hoping to cash in at the ST queue
@reilly1926
I have read it, I just don’t think it’s correct (or at least not entirely – I actually agree that the “club” in the sense of the unincorporated association) came to an end on incorporation, as that’s rather the point I’ve been making.
Only the club’s assets transferred to the company, not the club itself, and yet we regard the club’s business as continuing after incorporation. If a transfer if the clubs assets allows that to happen in one context, why not another?
TW
thank goodness for that but I still think that’s too much as the beeb were doing the same job free gratis
Duplesis says:
June 22, 2013 at 9:07 pm
@Gaz at 8:43pm I’d have to say I find attempting to back calculate its status from which round of the Scottish Cup the club played in one of the more spurious.
============================
Yet you are willing to totally make up a reason why it happened, and admit yourself that you have no way of knowing. That’s an interesting position to take. Your conjecture is a better argument than the facts of what happened, really.
The rule is something like the top 16 teams start in the third round of the Scottish cup rather than the first, in the next season. Rangers were 2nd in the league, the new club started in the first round.
There is nothing even remotely spurious about that. It’s what happened. If anyone is using spurious arguments here it’s you “I think the club probably played in the first round of the Scottish Cup because that was part of what was agreed in the 5 way agreement, but I don’t know.” So let’s ignore Occum’s Razor and add extra bits in because that suits your hypothesis better.
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“Finally, you mentioned in previous posts the question of “going concern.” Businesses (and by that I mean the business and assets of the company) are sold out of companies which are in administration all the time, as I’m sure you know, so the going concern issue is a bit of a red herring in my view.”
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If the existing business which sells it’s assets continues to exist does the new one which bought them claim to be the same company. Even if it has just been formed and bought those assets and the other company is still there.
What about the players registrations, if it was the same business, the same club, the same company then why did it not have those registrations and the players simply registered with other football clubs.
You are of course entitled to conjecture all you want. It doesn’t change the fact that Rangers, the original club still existed. The Rangers Group, it’s holding company still existed. A new legal entity was formed, it was neither of the others, they still existed. The PLC could trace it’s history all the way back 140 years to Rangers being formed.
Duplesis says:
June 22, 2013 at 9:07 pm
On the player registration issue, the fact TUPE came in to play at all confirms there was a transfer of undertaking, which underlines the point that the business transferred.
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Is that right,so why did they lose the independent arbitration panel?
T.U.P.E is one of the biggest lies told in this saga,green bought the assets,not the buisness,
http://www.dailyrecord.co.uk/sport/football/football-news/rangers-lose-out-in-6m-compensation-1565475
Which transfers are not covered?
TUPE does not apply to:
transfers by share take-over because, when a company’s shares are sold to new shareholders, there is no transfer of the business: the same company continues to be the employer
transfer of assets only (eg the sale of equipment alone wouldn’t be covered but the sale of a going concern including equipment would be covered)
transfer of a contract to provide goods or services where this doesn’t involve the transfer of a business or part of a business
transfers of undertakings situated outside the UK.
http://www.acas.org.uk/index.aspx?articleid=1655
Tell me how is the action against the players coming along.Rangers (formally known as sevco) do not have a leg to stand on.
Duplesis says:
June 22, 2013 at 9:28 pm
You can only have a transfer of a going concern if it is a going concern.
Rangers was in administration and had failed to get a CVA, it was going to be put into liquidation. It was therefore not a going concern.
When a club incorporates as a company it continues to trade and everything is moved over. It has simply changed what type of legal entity it is. There is a continuation of trading, a continuation of players’ contracts and a continuation of their registrations.
None of that happened in the Rangers situation, it is not analogous.
@ Robert Coyle
TUPE is an entirely separate thing to the registration question.
TUPE applies when an undertaking is transferred. In this context an undertaking means a business. There are specific provisions under the TUPE regulations which deal with the sale of a business out from a company in administration.
In the Rangers case the players were subject to TUPE, but – as with all TUPE transfers – an employee isn’t bound to accept the transfer. Where an employee doesn’t accept that transfer the contract terminates.
Properly understood the TUPE position actually supports the idea that the business transferred.
Its simply a matter of fact that the business was sold from the old company to the new
@ Gaz at 9:33pm
I know you can only transfer as going concern if its a going concern – that’s somewhat obvious, and isn’t relevant to the point I was making.
My point is that “the business” may be transferred out of an insolvent company – the issue of going concern doesn’t come in to it. The business will in appropriate circumstances include contacts – and in the RFC case did include contracts, including the player’s ones. It will also include goodwill, intellectual property, client lists, premises etc (as it did in RFC’s case)
I don’t think there was any break in trading in the RFC case, but even if there was it has nothing to do with whether the business transferred.
Duplesis says:
June 22, 2013 at 9:41 pm
Properly understood the TUPE position actually supports the idea that the business transferred.
—————————————————————————–
transfers by share take-over because, when a company’s shares are sold to new shareholders, there is no transfer of the business: the same company continues to be the employer.
If there was a transfer of buisness,then T.U.P.E would not apply as it would be considered the same buisness.
It simply isn’t.
The new company started a football team, which was the same line of business. It was not however the same business. Everything which happened iindicated that.
To quote you “TUPE is an entirely separate thing to the registration question.”
Correct, and in footballing terms the registrations are the important issue. The new club did not hold those registrations, that is why the players could walk away. If it was the same business why did it not have the registrations.
And once again why is it not in the SPL, why did it even have to apply and why was it in the first round of the Scottish Cup.
If it was the same business it would be in the SPL and would hold the players registrations and enter the third round of the cup. None of that happened. Because it is simply a new club.