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Micko
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« Reply #135 on: June 12, 2012, 03:13:23 PM »

If they set up a new company - are all players contracts void and therefore they rely on good will not to walk away, (and therefore no player is an asset?)

Rangers don't do walking away sure Grin Grin
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« Reply #136 on: June 12, 2012, 03:53:18 PM »

so if this happens the other spl clubs will vote on whether to let new rangers stay in the spl. what way is this vote likely to go?
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« Reply #137 on: June 12, 2012, 04:32:12 PM »

so if this happens the other spl clubs will vote on whether to let new rangers stay in the spl. what way is this vote likely to go?

Club bosses caught on the horns of a dilemma. Fans making it very clear that they are against a New Club just taking up where the old one left off. However a high profile publicity campaign forecasting the death of Scottish football if Rangers are not in the SPL is trying to force their hands. Aberdeen, Celtic, St Johnstone, St Mirren highly likely to vote no, Hearts god only knows although they're about to be bumped for £800K so won't be looking at RFC as a friendly club. They need 8 for & 4 against to get back in. Things will be tight.

This is assuming they can get their act in gear enough to be able to try to retain the share in the SPL.  Transfer to a new club could face legal challenges, without the assets newclub would be impossible of course. SFA punishment still to be decided & Rangers apparently delaying the process. SPL investigation into playing players who were not properly registered still to announce decision. Any one of these could stop any newclub being in place for next season.

My prediction, another year or so of legal wrangling over the assets (ground/training ground/carpark) then whoever emerges owning the ground starts a new club & looks to apply for SFL entry or buy a weak club & take their place in 2013/14 at the earliest.
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Ironside
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« Reply #138 on: June 14, 2012, 12:23:28 PM »

Today is the day the teddy bears got their pitch nicked
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« Reply #139 on: June 14, 2012, 05:32:46 PM »

Today is the day the teddy bears got their pitch nicked

tumbleweed.jpg
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« Reply #140 on: June 18, 2012, 11:24:24 AM »

I can't get my head round why oldco Rangers have a vote alongside the existing 11 clubs on whether to let newco Rangers straight into the SPL. It's all a bit yucky.

Hopefully Aberdeen vote the right way thanks to fan pressure and enough other clubs follow suit.
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« Reply #141 on: June 18, 2012, 04:26:57 PM »

Think today's news that they've a prima facie case to answer over undeclared payments to players as far back as 1998 makes the vote moot Tank.

Every game a 3-0 loss, titles/cups stripped, UEFA sanctions to follow, teams robbed of millions of UEFA revenue (both in Scotland & others in European qualifiers.... Think Sevco 5088 who have just applied for Rangers SPL position are as well withdrawing it & applying for the 3rd division,
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« Reply #142 on: June 18, 2012, 06:24:06 PM »

it will be a greedy scandal if they are voted into the league. Zero chance if anyone outside the big two had the same thing happen to them.
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henrik777
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« Reply #143 on: June 18, 2012, 10:34:42 PM »

http://scotslawthoughts.wordpress.com/2012/06/18/why-rangers-can-vote-on-4th-july-and-how-the-spl-and-rangers-are-in-error/

Why Rangers Can Vote on 4th July, and How the SPL and Rangers are in Error
In which I try to explain some details about the July 4 meeting; suggest why Rangers PLC can vote on Sevco Rangers; clarify precisely what the SPL members are considering; and what this has to do with the ongoing EBT investigation.

As matters stand, it looks as if the SPL is treating Rangers FC as an ongoing entity, which is bad news for Mr Green as it seems there are still lots of things to be done which have not been carried out yet, and the season looms ever closer.

It also leaves the possibility of chaos if Dunfermline, Dundee or both, challenge the actions of the SPL as ultra vires!

As things stand, do the SPL know what they are doing?

The SPL Board considered various issues today, including two related to Rangers.

The section of the press release relevant to the admission of “The Rangers Football Club” to the SPL is shown immediately below.

—————————————————-

At its meeting earlier today, the SPL Board considered a number of issues relating to Rangers FC.

General Meeting

An application for registration of transfer of Rangers’ SPL share has been received. Consideration of the application will depend on receipt by the SPL Board of all required documentation and verification.

A general meeting of all 12 member clubs has been convened for 10am on Wednesday 4 July 2012 for members to decide whether to approve the transfer.

—————————————————-

So what will happen on 4th July, who can vote, and what does Sevco 5088 Ltd need to achieve for Club 12 to be ”Rangers”?

The SPL Articles and Rules are where the answers are contained, and the relevant sections are shown at the foot of this piece.

I will refer in this piece to Rangers Football Club PLC (In Administration) as “Rangers PLC”; to Rangers Football Club, as distinct from the corporate entities, as “Rangers FC”; and to “The Rangers Football Club” and Sevco 5088 Ltd as “Sevco”. I will refer to the General Meeting as “GM”.

 

Can “Rangers” Vote on 4th July?

Under Article 28, every Member of the SPL has a duty to attend the General Meeting fixed for 4th July. Under Article 46, every Member shall have one vote.

A Member can cast a vote and is defined in the Articles as follows – “Member means a person who or which is the holder of a Share”.

At present Rangers PLC owns the SPL share. Rangers FC has no corporate identity allowing it to own the Share, and Sevco cannot be the owner of the Share until the transfer is approved. Even although the SPL Share has been sold by Rangers PLC to Sevco, it only is completed when the transfer of the share is approved. This is what the SPL Members are being asked to decide at the GM.

Therefore it seems that Rangers PLC, in the form of Duff & Phelps, have a vote. They can appoint Mr Green as their proxy. In addition, the sale agreement between Rangers PLC and Sevco will undoubtedly have required D&P to use its best endeavours to ensure that the share transfer was successful. Therefore Rangers PLC will vote for Sevco.

Article 6 states that a share may only be held by a person who “is the owner and operator of a Club and if a Member shall cease to be the owner and operator of a Club then such Member shall cease to be entitled to hold a Share”. The whole assets and business of Rangers have, we are told, been sold unconditionally to Sevco. Therefore this must include the “Club”. If Rangers PLC is no longer an owner and operator of a football club, then surely it loses its vote?

No, it doesn’t.

Whilst Rangers PLC is no longer entitled to hold a share, it still does hold it until it is removed or transferred away. A member is not defined as someone entitled to a share, but as someone who has a share. Therefore, even if no longer entitled to a share, until the share is no longer in the person’s ownership, they are still a shareholder and have voting rights.

Under Article 14, where a Member is no longer entitled to hold a share, the share can be removed from it and transferred to another party, effectively by force. This involves a GM of the Members passing a Qualified Resolution instructing the Board to write to the Member instructing the transfer of the share to a named transferee. That transfer causes the transferor’s club no longer to be a member of the league. If the no longer entitled Member fails to effect the transfer, then the SPL can enforce the transfer by filling out the papers itself.

That procedure will not take place prior to the vote on 4th July and therefore Rangers PLC will have the right to vote.



What Is the Vote to Decide?

Article 11 states “…the approval of the Members in General Meeting shall be required before the transfer of any Share shall be registered …”

It is the registration of the transfer which completes it. Until the transfer is registered, the original owner remains the “owner” of the share. As a Private Limited Company, the Company must consent to the transfer before it is completed. If the Company does not consent, then the transfer is ineffective.

Therefore the vote on 4th July is to approve the transfer.

As less than 21 days notice of the meeting has been given, the SPL must consider that this is simply an Ordinary Resolution, which is dealt with under Article 36. This requires “not less than 66% of the Members of the Company who are entitled to attend and vote at a General Meeting” to consent. Put in simple numbers, there need to be 8 votes in favour of the transfer. That is the case whether or not there are abstentions. An abstention is therefore a “no” vote. Failure to turn up would be a “no” vote.

Can Sevco muster an additional seven votes to have the transfer approved?

 

Might The Meeting Be Considering the Wrong Motion?

This relates to the question of whether there is an existing Rangers FC, or a newly created one.

If it is seen as an existing and continuing Rangers FC, then the vote on the share transfer seems to sort the matter out. Eight votes for Sevco, and Rangers are in as Club 12 for the coming season.

However, there are a couple of issues here. The SPL itself does not seem to have worked out the precise status of Rangers FC.

As its press release today said:- ”The SPL Board heard a report from its solicitors following the investigation into payments to, or for the benefit of, players allegedly made by Rangers FC outside of contract. The delay in concluding the investigation was caused by an initial lack of co-operation from Rangers FC. The investigation has now been completed and, in the view of the SPL, there is a prima facie case to answer in respect of its Rules. Disciplinary charges will be brought when the future status of Rangers FC is clarified and prior to the start of season 2012/13.”

If Rangers FC is a continuing entity, then it still possesses, subject to the SPL Disciplinary Processes, its “history”. However, if it is a continuing entity, then it also needs, under Rule A2.2, to satisfy the “Membership Criteria”. These are detailed in Article A2.5 and I wrote about them here.

It is quite clear that Rangers FC has not fulfilled the Membership Criteria, in connection with audited accounts, audited financial statements and non payment of taxes.

Under Article A2.4 where the requirements of Rule A2.7 are not met, a member club “shall be subject to such sanction or sanctions and such action may be taken as the Company in General Meeting shall, in its absolute discretion, determine”.

If Rangers FC is a continuing club, then there ought to be a hearing at a GM to establish what sanctions there should be for its failure to meet those requirements.

Under Rule A2.6 a club can apply for a waiver by 31st March, but Rule A2.7 permits the Board “in its absolute discretion to waive, relax or grant a period of grace in respect of any Club’s or Candidate Club’s requirement to comply with any part of the Membership Criteria…”

If Rangers FC is a continuing entity, then did D&P apply to the SPL for a waiver of the requirements, or for a further extension of time? Bearing in mind that the SPL commented on the lack of co-operation of Rangers FC in the EBT investigation, how helpful would the SPL be to Rangers in looking for their failings to be forgiven?

As matters stand therefore, the July 4 GM is considering the share transfer. If approved, there will still need to be a decision made about what “sanction or sanctions” should be imposed on Rangers FC for its failure to meet Membership Requirements.

The way round this is for the SPL Board to be asked by Rangers FC for a waiver. Would the Board permit a team to ignore and indeed wilfully flout the Financial Fair Play rules, bearing in mind the importance of these matters to UEFA?

 

What if it is not “Continuing Rangers”?

If the SPL treats Rangers FC as a new entity, this would probably negate the effects of the EBT investigation going forward. Is it simply a case of transferring the share, and automatically Sevco has a team in the SPL?

Rule A2.1 states “The association football clubs eligible to participate in the League in any Season shall … be those Clubs which participated in the League in the immediately preceding Season…“

Therefore “new Rangers” has no right to participate in the SPL, without being “admitted”. Indeed, if Rangers PLC’s team no longer exists, then there are only eleven clubs left in the SPL.

On that basis, Article 38 becomes relevant. This states, inter alia, that “A Special Qualified Resolution, (83%) shall be required for the passing of a resolution in respect of the following Reserved Matters:-

(i) any expansion of the League by the addition or admission of new Members (other than as a result of the operation of the Rules governing promotion/relegation between the League and the SFL).”

Logically the “addition or admission” of a new Member, which is what Rangers would be if not a continuing Member, would expand the SPL from its present eleven members to twelve.

That would require an 83% vote in favour. That equates to 10 votes out of 12 to allow “new Rangers” into the league. Bizarrely Rangers PLC would still have its vote, as the holder of a share!

If that is the case, has Sevco fulfilled the Membership Requirements? It does not have historical accounts. It does not have financial statements. It might have financial projections, but of what value?

 

Conclusion

It is by now axiomatic that nothing involving Rangers is simple, and I don’t think that this is simply because I complicate matters.

If the SPL has decided to proceed down the road of “only” requiring a share transfer, that is an acknowledgement that Rangers FC continues. However, all the Membership Requirements are still to be addressed, either by applying for a waiver or further time extension. Can that be carried out in time for the season starting? Bearing in mind that the SPL has said that disciplinary procedures will start prior to next season, once the position of Rangers is clarified, it would be possible that, having been admitted by the SPL, Rangers FC would be eliminated as part of the disciplinary process.

If Sevco Rangers is treated as a new entity, then I think that either Dunfermline or Dundee, or indeed both, would have grounds for action against the SPL. This would be on the basis that the SPL was not following its rules. There might then be an argument about which team was to replace Rangers, but the SPL could be putting itself in difficulties. Either of the clubs mentioned would, I submit, not fall foul of rules against football litigation, on the basis that they have no other forum for arguing that a decision to admit a Sevco Rangers would be ultra vires.

The dangers is that vested interests will argue that only “Rangers” whatever that entity might be, is set up to play in the SPL next season. That would be a lame excuse though.





Sandy
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AndrewT
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« Reply #144 on: June 18, 2012, 10:38:19 PM »

If you're posting a link to a big long article, you don't have to copy and paste the article - that's what the link is for.
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henrik777
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« Reply #145 on: June 18, 2012, 11:05:59 PM »

If you're posting a link to a big long article, you don't have to copy and paste the article - that's what the link is for.

I posted the link so that the original source gets credit and so if the article is interesting others can go scot around for other articles by the same author. That's what the link is for.

Sandy
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sovietsong
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« Reply #146 on: June 18, 2012, 11:50:11 PM »

http://scotslawthoughts.wordpress.com/2012/06/18/why-rangers-can-vote-on-4th-july-and-how-the-spl-and-rangers-are-in-error/

Why Rangers Can Vote on 4th July, and How the SPL and Rangers are in Error
In which I try to explain some details about the July 4 meeting; suggest why Rangers PLC can vote on Sevco Rangers; clarify precisely what the SPL members are considering; and what this has to do with the ongoing EBT investigation.

As matters stand, it looks as if the SPL is treating Rangers FC as an ongoing entity, which is bad news for Mr Green as it seems there are still lots of things to be done which have not been carried out yet, and the season looms ever closer.

It also leaves the possibility of chaos if Dunfermline, Dundee or both, challenge the actions of the SPL as ultra vires!

As things stand, do the SPL know what they are doing?

The SPL Board considered various issues today, including two related to Rangers.

The section of the press release relevant to the admission of “The Rangers Football Club” to the SPL is shown immediately below.

—————————————————-

At its meeting earlier today, the SPL Board considered a number of issues relating to Rangers FC.

General Meeting

An application for registration of transfer of Rangers’ SPL share has been received. Consideration of the application will depend on receipt by the SPL Board of all required documentation and verification.

A general meeting of all 12 member clubs has been convened for 10am on Wednesday 4 July 2012 for members to decide whether to approve the transfer.

—————————————————-

So what will happen on 4th July, who can vote, and what does Sevco 5088 Ltd need to achieve for Club 12 to be ”Rangers”?

The SPL Articles and Rules are where the answers are contained, and the relevant sections are shown at the foot of this piece.

I will refer in this piece to Rangers Football Club PLC (In Administration) as “Rangers PLC”; to Rangers Football Club, as distinct from the corporate entities, as “Rangers FC”; and to “The Rangers Football Club” and Sevco 5088 Ltd as “Sevco”. I will refer to the General Meeting as “GM”.

 

Can “Rangers” Vote on 4th July?

Under Article 28, every Member of the SPL has a duty to attend the General Meeting fixed for 4th July. Under Article 46, every Member shall have one vote.

A Member can cast a vote and is defined in the Articles as follows – “Member means a person who or which is the holder of a Share”.

At present Rangers PLC owns the SPL share. Rangers FC has no corporate identity allowing it to own the Share, and Sevco cannot be the owner of the Share until the transfer is approved. Even although the SPL Share has been sold by Rangers PLC to Sevco, it only is completed when the transfer of the share is approved. This is what the SPL Members are being asked to decide at the GM.

Therefore it seems that Rangers PLC, in the form of Duff & Phelps, have a vote. They can appoint Mr Green as their proxy. In addition, the sale agreement between Rangers PLC and Sevco will undoubtedly have required D&P to use its best endeavours to ensure that the share transfer was successful. Therefore Rangers PLC will vote for Sevco.

Article 6 states that a share may only be held by a person who “is the owner and operator of a Club and if a Member shall cease to be the owner and operator of a Club then such Member shall cease to be entitled to hold a Share”. The whole assets and business of Rangers have, we are told, been sold unconditionally to Sevco. Therefore this must include the “Club”. If Rangers PLC is no longer an owner and operator of a football club, then surely it loses its vote?

No, it doesn’t.

Whilst Rangers PLC is no longer entitled to hold a share, it still does hold it until it is removed or transferred away. A member is not defined as someone entitled to a share, but as someone who has a share. Therefore, even if no longer entitled to a share, until the share is no longer in the person’s ownership, they are still a shareholder and have voting rights.

Under Article 14, where a Member is no longer entitled to hold a share, the share can be removed from it and transferred to another party, effectively by force. This involves a GM of the Members passing a Qualified Resolution instructing the Board to write to the Member instructing the transfer of the share to a named transferee. That transfer causes the transferor’s club no longer to be a member of the league. If the no longer entitled Member fails to effect the transfer, then the SPL can enforce the transfer by filling out the papers itself.

That procedure will not take place prior to the vote on 4th July and therefore Rangers PLC will have the right to vote.



What Is the Vote to Decide?

Article 11 states “…the approval of the Members in General Meeting shall be required before the transfer of any Share shall be registered …”

It is the registration of the transfer which completes it. Until the transfer is registered, the original owner remains the “owner” of the share. As a Private Limited Company, the Company must consent to the transfer before it is completed. If the Company does not consent, then the transfer is ineffective.

Therefore the vote on 4th July is to approve the transfer.

As less than 21 days notice of the meeting has been given, the SPL must consider that this is simply an Ordinary Resolution, which is dealt with under Article 36. This requires “not less than 66% of the Members of the Company who are entitled to attend and vote at a General Meeting” to consent. Put in simple numbers, there need to be 8 votes in favour of the transfer. That is the case whether or not there are abstentions. An abstention is therefore a “no” vote. Failure to turn up would be a “no” vote.

Can Sevco muster an additional seven votes to have the transfer approved?

 

Might The Meeting Be Considering the Wrong Motion?

This relates to the question of whether there is an existing Rangers FC, or a newly created one.

If it is seen as an existing and continuing Rangers FC, then the vote on the share transfer seems to sort the matter out. Eight votes for Sevco, and Rangers are in as Club 12 for the coming season.

However, there are a couple of issues here. The SPL itself does not seem to have worked out the precise status of Rangers FC.

As its press release today said:- ”The SPL Board heard a report from its solicitors following the investigation into payments to, or for the benefit of, players allegedly made by Rangers FC outside of contract. The delay in concluding the investigation was caused by an initial lack of co-operation from Rangers FC. The investigation has now been completed and, in the view of the SPL, there is a prima facie case to answer in respect of its Rules. Disciplinary charges will be brought when the future status of Rangers FC is clarified and prior to the start of season 2012/13.”

If Rangers FC is a continuing entity, then it still possesses, subject to the SPL Disciplinary Processes, its “history”. However, if it is a continuing entity, then it also needs, under Rule A2.2, to satisfy the “Membership Criteria”. These are detailed in Article A2.5 and I wrote about them here.

It is quite clear that Rangers FC has not fulfilled the Membership Criteria, in connection with audited accounts, audited financial statements and non payment of taxes.

Under Article A2.4 where the requirements of Rule A2.7 are not met, a member club “shall be subject to such sanction or sanctions and such action may be taken as the Company in General Meeting shall, in its absolute discretion, determine”.

If Rangers FC is a continuing club, then there ought to be a hearing at a GM to establish what sanctions there should be for its failure to meet those requirements.

Under Rule A2.6 a club can apply for a waiver by 31st March, but Rule A2.7 permits the Board “in its absolute discretion to waive, relax or grant a period of grace in respect of any Club’s or Candidate Club’s requirement to comply with any part of the Membership Criteria…”

If Rangers FC is a continuing entity, then did D&P apply to the SPL for a waiver of the requirements, or for a further extension of time? Bearing in mind that the SPL commented on the lack of co-operation of Rangers FC in the EBT investigation, how helpful would the SPL be to Rangers in looking for their failings to be forgiven?

As matters stand therefore, the July 4 GM is considering the share transfer. If approved, there will still need to be a decision made about what “sanction or sanctions” should be imposed on Rangers FC for its failure to meet Membership Requirements.

The way round this is for the SPL Board to be asked by Rangers FC for a waiver. Would the Board permit a team to ignore and indeed wilfully flout the Financial Fair Play rules, bearing in mind the importance of these matters to UEFA?

 

What if it is not “Continuing Rangers”?

If the SPL treats Rangers FC as a new entity, this would probably negate the effects of the EBT investigation going forward. Is it simply a case of transferring the share, and automatically Sevco has a team in the SPL?

Rule A2.1 states “The association football clubs eligible to participate in the League in any Season shall … be those Clubs which participated in the League in the immediately preceding Season…“

Therefore “new Rangers” has no right to participate in the SPL, without being “admitted”. Indeed, if Rangers PLC’s team no longer exists, then there are only eleven clubs left in the SPL.

On that basis, Article 38 becomes relevant. This states, inter alia, that “A Special Qualified Resolution, (83%) shall be required for the passing of a resolution in respect of the following Reserved Matters:-

(i) any expansion of the League by the addition or admission of new Members (other than as a result of the operation of the Rules governing promotion/relegation between the League and the SFL).”

Logically the “addition or admission” of a new Member, which is what Rangers would be if not a continuing Member, would expand the SPL from its present eleven members to twelve.

That would require an 83% vote in favour. That equates to 10 votes out of 12 to allow “new Rangers” into the league. Bizarrely Rangers PLC would still have its vote, as the holder of a share!

If that is the case, has Sevco fulfilled the Membership Requirements? It does not have historical accounts. It does not have financial statements. It might have financial projections, but of what value?

 

Conclusion

It is by now axiomatic that nothing involving Rangers is simple, and I don’t think that this is simply because I complicate matters.

If the SPL has decided to proceed down the road of “only” requiring a share transfer, that is an acknowledgement that Rangers FC continues. However, all the Membership Requirements are still to be addressed, either by applying for a waiver or further time extension. Can that be carried out in time for the season starting? Bearing in mind that the SPL has said that disciplinary procedures will start prior to next season, once the position of Rangers is clarified, it would be possible that, having been admitted by the SPL, Rangers FC would be eliminated as part of the disciplinary process.

If Sevco Rangers is treated as a new entity, then I think that either Dunfermline or Dundee, or indeed both, would have grounds for action against the SPL. This would be on the basis that the SPL was not following its rules. There might then be an argument about which team was to replace Rangers, but the SPL could be putting itself in difficulties. Either of the clubs mentioned would, I submit, not fall foul of rules against football litigation, on the basis that they have no other forum for arguing that a decision to admit a Sevco Rangers would be ultra vires.

The dangers is that vested interests will argue that only “Rangers” whatever that entity might be, is set up to play in the SPL next season. That would be a lame excuse though.


Sandy

If you're posting a link to a big long article, you don't have to copy and paste the article - that's what the link is for.

not sure what the problem is
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« Reply #147 on: June 18, 2012, 11:51:48 PM »

http://scotslawthoughts.wordpress.com/2012/06/18/why-rangers-can-vote-on-4th-july-and-how-the-spl-and-rangers-are-in-error/

Why Rangers Can Vote on 4th July, and How the SPL and Rangers are in Error
In which I try to explain some details about the July 4 meeting; suggest why Rangers PLC can vote on Sevco Rangers; clarify precisely what the SPL members are considering; and what this has to do with the ongoing EBT investigation.

As matters stand, it looks as if the SPL is treating Rangers FC as an ongoing entity, which is bad news for Mr Green as it seems there are still lots of things to be done which have not been carried out yet, and the season looms ever closer.

It also leaves the possibility of chaos if Dunfermline, Dundee or both, challenge the actions of the SPL as ultra vires!

As things stand, do the SPL know what they are doing?

The SPL Board considered various issues today, including two related to Rangers.

The section of the press release relevant to the admission of “The Rangers Football Club” to the SPL is shown immediately below.

—————————————————-

At its meeting earlier today, the SPL Board considered a number of issues relating to Rangers FC.

General Meeting

An application for registration of transfer of Rangers’ SPL share has been received. Consideration of the application will depend on receipt by the SPL Board of all required documentation and verification.

A general meeting of all 12 member clubs has been convened for 10am on Wednesday 4 July 2012 for members to decide whether to approve the transfer.

—————————————————-

So what will happen on 4th July, who can vote, and what does Sevco 5088 Ltd need to achieve for Club 12 to be ”Rangers”?

The SPL Articles and Rules are where the answers are contained, and the relevant sections are shown at the foot of this piece.

I will refer in this piece to Rangers Football Club PLC (In Administration) as “Rangers PLC”; to Rangers Football Club, as distinct from the corporate entities, as “Rangers FC”; and to “The Rangers Football Club” and Sevco 5088 Ltd as “Sevco”. I will refer to the General Meeting as “GM”.

 

Can “Rangers” Vote on 4th July?

Under Article 28, every Member of the SPL has a duty to attend the General Meeting fixed for 4th July. Under Article 46, every Member shall have one vote.

A Member can cast a vote and is defined in the Articles as follows – “Member means a person who or which is the holder of a Share”.

At present Rangers PLC owns the SPL share. Rangers FC has no corporate identity allowing it to own the Share, and Sevco cannot be the owner of the Share until the transfer is approved. Even although the SPL Share has been sold by Rangers PLC to Sevco, it only is completed when the transfer of the share is approved. This is what the SPL Members are being asked to decide at the GM.

Therefore it seems that Rangers PLC, in the form of Duff & Phelps, have a vote. They can appoint Mr Green as their proxy. In addition, the sale agreement between Rangers PLC and Sevco will undoubtedly have required D&P to use its best endeavours to ensure that the share transfer was successful. Therefore Rangers PLC will vote for Sevco.

Article 6 states that a share may only be held by a person who “is the owner and operator of a Club and if a Member shall cease to be the owner and operator of a Club then such Member shall cease to be entitled to hold a Share”. The whole assets and business of Rangers have, we are told, been sold unconditionally to Sevco. Therefore this must include the “Club”. If Rangers PLC is no longer an owner and operator of a football club, then surely it loses its vote?

No, it doesn’t.

Whilst Rangers PLC is no longer entitled to hold a share, it still does hold it until it is removed or transferred away. A member is not defined as someone entitled to a share, but as someone who has a share. Therefore, even if no longer entitled to a share, until the share is no longer in the person’s ownership, they are still a shareholder and have voting rights.

Under Article 14, where a Member is no longer entitled to hold a share, the share can be removed from it and transferred to another party, effectively by force. This involves a GM of the Members passing a Qualified Resolution instructing the Board to write to the Member instructing the transfer of the share to a named transferee. That transfer causes the transferor’s club no longer to be a member of the league. If the no longer entitled Member fails to effect the transfer, then the SPL can enforce the transfer by filling out the papers itself.

That procedure will not take place prior to the vote on 4th July and therefore Rangers PLC will have the right to vote.



What Is the Vote to Decide?

Article 11 states “…the approval of the Members in General Meeting shall be required before the transfer of any Share shall be registered …”

It is the registration of the transfer which completes it. Until the transfer is registered, the original owner remains the “owner” of the share. As a Private Limited Company, the Company must consent to the transfer before it is completed. If the Company does not consent, then the transfer is ineffective.

Therefore the vote on 4th July is to approve the transfer.

As less than 21 days notice of the meeting has been given, the SPL must consider that this is simply an Ordinary Resolution, which is dealt with under Article 36. This requires “not less than 66% of the Members of the Company who are entitled to attend and vote at a General Meeting” to consent. Put in simple numbers, there need to be 8 votes in favour of the transfer. That is the case whether or not there are abstentions. An abstention is therefore a “no” vote. Failure to turn up would be a “no” vote.

Can Sevco muster an additional seven votes to have the transfer approved?

 

Might The Meeting Be Considering the Wrong Motion?

This relates to the question of whether there is an existing Rangers FC, or a newly created one.

If it is seen as an existing and continuing Rangers FC, then the vote on the share transfer seems to sort the matter out. Eight votes for Sevco, and Rangers are in as Club 12 for the coming season.

However, there are a couple of issues here. The SPL itself does not seem to have worked out the precise status of Rangers FC.

As its press release today said:- ”The SPL Board heard a report from its solicitors following the investigation into payments to, or for the benefit of, players allegedly made by Rangers FC outside of contract. The delay in concluding the investigation was caused by an initial lack of co-operation from Rangers FC. The investigation has now been completed and, in the view of the SPL, there is a prima facie case to answer in respect of its Rules. Disciplinary charges will be brought when the future status of Rangers FC is clarified and prior to the start of season 2012/13.”

If Rangers FC is a continuing entity, then it still possesses, subject to the SPL Disciplinary Processes, its “history”. However, if it is a continuing entity, then it also needs, under Rule A2.2, to satisfy the “Membership Criteria”. These are detailed in Article A2.5 and I wrote about them here.

It is quite clear that Rangers FC has not fulfilled the Membership Criteria, in connection with audited accounts, audited financial statements and non payment of taxes.

Under Article A2.4 where the requirements of Rule A2.7 are not met, a member club “shall be subject to such sanction or sanctions and such action may be taken as the Company in General Meeting shall, in its absolute discretion, determine”.

If Rangers FC is a continuing club, then there ought to be a hearing at a GM to establish what sanctions there should be for its failure to meet those requirements.

Under Rule A2.6 a club can apply for a waiver by 31st March, but Rule A2.7 permits the Board “in its absolute discretion to waive, relax or grant a period of grace in respect of any Club’s or Candidate Club’s requirement to comply with any part of the Membership Criteria…”

If Rangers FC is a continuing entity, then did D&P apply to the SPL for a waiver of the requirements, or for a further extension of time? Bearing in mind that the SPL commented on the lack of co-operation of Rangers FC in the EBT investigation, how helpful would the SPL be to Rangers in looking for their failings to be forgiven?

As matters stand therefore, the July 4 GM is considering the share transfer. If approved, there will still need to be a decision made about what “sanction or sanctions” should be imposed on Rangers FC for its failure to meet Membership Requirements.

The way round this is for the SPL Board to be asked by Rangers FC for a waiver. Would the Board permit a team to ignore and indeed wilfully flout the Financial Fair Play rules, bearing in mind the importance of these matters to UEFA?

 

What if it is not “Continuing Rangers”?

If the SPL treats Rangers FC as a new entity, this would probably negate the effects of the EBT investigation going forward. Is it simply a case of transferring the share, and automatically Sevco has a team in the SPL?

Rule A2.1 states “The association football clubs eligible to participate in the League in any Season shall … be those Clubs which participated in the League in the immediately preceding Season…“

Therefore “new Rangers” has no right to participate in the SPL, without being “admitted”. Indeed, if Rangers PLC’s team no longer exists, then there are only eleven clubs left in the SPL.

On that basis, Article 38 becomes relevant. This states, inter alia, that “A Special Qualified Resolution, (83%) shall be required for the passing of a resolution in respect of the following Reserved Matters:-

(i) any expansion of the League by the addition or admission of new Members (other than as a result of the operation of the Rules governing promotion/relegation between the League and the SFL).”

Logically the “addition or admission” of a new Member, which is what Rangers would be if not a continuing Member, would expand the SPL from its present eleven members to twelve.

That would require an 83% vote in favour. That equates to 10 votes out of 12 to allow “new Rangers” into the league. Bizarrely Rangers PLC would still have its vote, as the holder of a share!

If that is the case, has Sevco fulfilled the Membership Requirements? It does not have historical accounts. It does not have financial statements. It might have financial projections, but of what value?

 

Conclusion

It is by now axiomatic that nothing involving Rangers is simple, and I don’t think that this is simply because I complicate matters.

If the SPL has decided to proceed down the road of “only” requiring a share transfer, that is an acknowledgement that Rangers FC continues. However, all the Membership Requirements are still to be addressed, either by applying for a waiver or further time extension. Can that be carried out in time for the season starting? Bearing in mind that the SPL has said that disciplinary procedures will start prior to next season, once the position of Rangers is clarified, it would be possible that, having been admitted by the SPL, Rangers FC would be eliminated as part of the disciplinary process.

If Sevco Rangers is treated as a new entity, then I think that either Dunfermline or Dundee, or indeed both, would have grounds for action against the SPL. This would be on the basis that the SPL was not following its rules. There might then be an argument about which team was to replace Rangers, but the SPL could be putting itself in difficulties. Either of the clubs mentioned would, I submit, not fall foul of rules against football litigation, on the basis that they have no other forum for arguing that a decision to admit a Sevco Rangers would be ultra vires.

The dangers is that vested interests will argue that only “Rangers” whatever that entity might be, is set up to play in the SPL next season. That would be a lame excuse though.


Sandy

If you're posting a link to a big long article, you don't have to copy and paste the article - that's what the link is for.

not sure what the problem is

if anybody is going to reply to my post please can you make sure you quote please as I dont often read this thread and would hate to miss any responses.
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neeko
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« Reply #148 on: June 19, 2012, 12:07:13 AM »

For those that don't read everything -

why are Dunfermline & Dundee mentioned separately?

ta
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« Reply #149 on: June 19, 2012, 01:21:21 AM »

For those that don't read everything -

why are Dunfermline & Dundee mentioned separately?

ta

I assume it's because in the event of The Rangers not being voted into the SPL on July 4th as Team 12 there would be an empty slot in the SPL.

Dunfermline (the team relegated from the SPL last season) and Dundee (the team who last season finished second in the first division) are the two natural candidates to fill that spot.

I think which one it would be is a 'we'll cross that bridge when we come to it' question but at the moment both may have a particular interest in the SPL voting not to allow The Rangers entry into the SPL.



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