Topic: Broughton Takeover Q&A - From .TV

[LiverLuke]

the most re-assuring thing is his confidence that the sale will go through, it doesn't seem the H+G have a leg to stand on in court to be honest.

[audioedge]

http://news.bbc.co.uk/sport1/hi/football/teams/l/liverpool/9066856.stm

[gazzalfc]

Its the PR offensive by Broughton now. Full and frank interviews with SKY and BBC

[sinnermichael]

Fair play to Broughton.

Now finish off the job you came here to do.

Yeah I have to say he's done extremely well and clearly did his homework. He's on a different level to Parry and Moores.

[miakeks]

I hope this helped.
YNWA

It did, very much so.

Thanks for taking time to write that up.

[redtiler]

Fellow LFC Fans, although nobody can 100% say what would happen in an eventual court case but can only state what is most likely with the facts.

Apologies to fellow fans who already know the workings of company legislation, but for those who need more info hopefully this will help.
Great information,  cheers jagroop
When forming a company the voting rights attached to shareholders and board members is written in the articles (rules) of the company which are called Table A. The standard version of these means that share holders have to ratify (agree) to the appointment of a shareholder. Any major decision requires board approvement and the chariman will have the deciding vote in the event of deadlock.

The two owners were therefore always able to block any potential sales etc. Also if one shareholder wants to sell then the other shareholder has right to first refusal on those shares.

When RBS decided to refinance they obviously wanted to ensure that the refinance on the condition that a sale will be actively pursued. They did not want the vetos (blocking power) that the shareholders had as a result of Table A conditions attached to their rights. The condition at that point was that LFC had to have a change of boardroom roles with an independent chairman who was the only one with the right to then make any reasonable changes to the board. MB was brought in and as a result to make this stick there had to be additions made to Table A conditions in which the rights of the shares was removed and thus leaving just one vote per board member with the casting vote with the chairman in the even of deadlock.

As MB has revealed the owners also made written undertakings. For those who have had legal dealing you will know a written undertaking is something the MUST be adhered to. An example is like when somebody is promising their lender that they will give certain information or funds by a certain date in a certain day. If they make a written undertaking and it has been drafted correctly and executed correctly then the person cannot go against that written undertaking without the express written permission from who they made the undertaking to. In this case if RBS waived the conditions made in the written undertaking then H&G would be successful in this challenge, if RBS do not waive the conditions within the written undertaking then H&G will not be successful. They will try to argue that by selling at the 'low price' it is not in the interest of the shareholders or the company as it devalues the club which is detrimental to the owners and the club.

They will argue the board have not discharged their duty in looking out for the owners and the club. They will try to argue that if refinancing took place with collateral against assets of the club that would allow the RBS deadline to be met and allow the club to function in other areas while also meeting their valuation of the club.

They will therefore say that due to not pursuing this line then CP and IA were rightly sacked for gross misconduct. Their whole argument will hinge on stating that the board have not acted correctly by blocking a refinance based on club assets.

Personally I do not think the argument is very strong although if you get the wrong judge on the wrong mood then the case could go against us as fans.

Also quickly about the new owners their significant squad investment will only happen in January as the new UEFA rules will come in force in summer which will put us in a strong position as all expenditure is linked to income. We are very profitable without the debt. Also this profit is all without ticket sales from a larger capacity stadium. If we are guaranteed a stadium of 60000+ then we are in a very strong position in terms of squad investment.

Sorry to all of you for the length in writing this piece and also if it sounds patronising in anyway or has caused offense.  I just wanted to give the correct technical advice as I am legally trained in Corporate Law.

I hope this helped.
YNWA

[miakeks]

I'll wait with partying till the ink has dried on the contract...

[Tomrock]

I never understood why people hated him, Purslow and Ayre. What exactly have they done wrong?

[Spongebob Redpants]

I never understood why people hated him, Purslow and Ayre. What exactly have they done wrong?

Don't think it's so much Ayre but Purslow .

Purslow - Lot's of slimey tricks if true . Also supposedly brought in with sole puprpose of selling the Club , but along the way moulded himself into a far wider encompassing role .

Will be plenty in the Purslow threads if you wish to check.

[montysmum]

I never understood why people hated him, Purslow and Ayre. What exactly have they done wrong?

Oh don't open that can of worms.

Let's just put it all aside and look forward to moving on positively (fingers crossed)

[xerxes1]

Its the PR offensive by Broughton now. Full and frank interviews with SKY and BBC

I have to say Broughton is in "turbo drive" at the moment, he looks like a man on a mission.

[kinofi]

Fellow LFC Fans, although nobody can 100% say what would happen in an eventual court case but can only state what is most likely with the facts.

Apologies to fellow fans who already know the workings of company legislation, but for those who need more info hopefully this will help.

When forming a company the voting rights attached to shareholders and board members is written in the articles (rules) of the company which are called Table A. The standard version of these means that share holders have to ratify (agree) to the appointment of a shareholder. Any major decision requires board approvement and the chariman will have the deciding vote in the event of deadlock.

The two owners were therefore always able to block any potential sales etc. Also if one shareholder wants to sell then the other shareholder has right to first refusal on those shares.

When RBS decided to refinance they obviously wanted to ensure that the refinance on the condition that a sale will be actively pursued. They did not want the vetos (blocking power) that the shareholders had as a result of Table A conditions attached to their rights. The condition at that point was that LFC had to have a change of boardroom roles with an independent chairman who was the only one with the right to then make any reasonable changes to the board. MB was brought in and as a result to make this stick there had to be additions made to Table A conditions in which the rights of the shares was removed and thus leaving just one vote per board member with the casting vote with the chairman in the even of deadlock.

As MB has revealed the owners also made written undertakings. For those who have had legal dealing you will know a written undertaking is something the MUST be adhered to. An example is like when somebody is promising their lender that they will give certain information or funds by a certain date in a certain day. If they make a written undertaking and it has been drafted correctly and executed correctly then the person cannot go against that written undertaking without the express written permission from who they made the undertaking to. In this case if RBS waived the conditions made in the written undertaking then H&G would be successful in this challenge, if RBS do not waive the conditions within the written undertaking then H&G will not be successful. They will try to argue that by selling at the 'low price' it is not in the interest of the shareholders or the company as it devalues the club which is detrimental to the owners and the club.

They will argue the board have not discharged their duty in looking out for the owners and the club. They will try to argue that if refinancing took place with collateral against assets of the club that would allow the RBS deadline to be met and allow the club to function in other areas while also meeting their valuation of the club.

They will therefore say that due to not pursuing this line then CP and IA were rightly sacked for gross misconduct. Their whole argument will hinge on stating that the board have not acted correctly by blocking a refinance based on club assets.

Personally I do not think the argument is very strong although if you get the wrong judge on the wrong mood then the case could go against us as fans.

Also quickly about the new owners their significant squad investment will only happen in January as the new UEFA rules will come in force in summer which will put us in a strong position as all expenditure is linked to income. We are very profitable without the debt. Also this profit is all without ticket sales from a larger capacity stadium. If we are guaranteed a stadium of 60000+ then we are in a very strong position in terms of squad investment.

Sorry to all of you for the length in writing this piece and also if it sounds patronising in anyway or has caused offense.  I just wanted to give the correct technical advice as I am legally trained in Corporate Law.

I hope this helped.
YNWA

Excellent piece of information there, now i understand the situation much better.

[nico 8]

LOVING THIS:

"We don't think it was valid to do it. Essentially when I took the role they gave a couple of written undertakings to Royal Bank of Scotland. Those written undertakings included that I was the only person entitled to change the board and that was written into the articles of the covenants, and also that they would take no action to frustrate any reasonable sale. And I think they flagrantly abused both of those written undertakings".

Perhaps it's soon time for those board-bashers and Purslow cockbanner bearers to take a long hard look in the mirror!

Finding a new owner/finance was their remit.They are paid to do this.Selling Liverpool was never going to be difficult.The board-bashing stems from their abject footballing decisions.For that they can never be forgiven.Sure the 2 cowboys set us back big time but the footballing decisions have been equally damaging.Six points in 7 games is their doing.You would shudder as to how these 2 executives came to be directors.I don't have a problem with their business acumen but to get involved in football matters was criminal.If anyone needs a look in the mirror- it is them.No patting on the back if the deal is a good one.I could take it a step further  and argue if they really had the fans' interest at heart-why has there been no discussion of fan ownership participaton.I know it is a lofty ideal but they could have made themselves heroes.

[Stussy]

He might have played a blinder.

[Slick_Beef]

Fellow LFC Fans, although nobody can 100% say what would happen in an eventual court case but can only state what is most likely with the facts.

Apologies to fellow fans who already know the workings of company legislation, but for those who need more info hopefully this will help.

When forming a company the voting rights attached to shareholders and board members is written in the articles (rules) of the company which are called Table A. The standard version of these means that share holders have to ratify (agree) to the appointment of a shareholder. Any major decision requires board approvement and the chariman will have the deciding vote in the event of deadlock.

The two owners were therefore always able to block any potential sales etc. Also if one shareholder wants to sell then the other shareholder has right to first refusal on those shares.

When RBS decided to refinance they obviously wanted to ensure that the refinance on the condition that a sale will be actively pursued. They did not want the vetos (blocking power) that the shareholders had as a result of Table A conditions attached to their rights. The condition at that point was that LFC had to have a change of boardroom roles with an independent chairman who was the only one with the right to then make any reasonable changes to the board. MB was brought in and as a result to make this stick there had to be additions made to Table A conditions in which the rights of the shares was removed and thus leaving just one vote per board member with the casting vote with the chairman in the even of deadlock.

As MB has revealed the owners also made written undertakings. For those who have had legal dealing you will know a written undertaking is something the MUST be adhered to. An example is like when somebody is promising their lender that they will give certain information or funds by a certain date in a certain day. If they make a written undertaking and it has been drafted correctly and executed correctly then the person cannot go against that written undertaking without the express written permission from who they made the undertaking to. In this case if RBS waived the conditions made in the written undertaking then H&G would be successful in this challenge, if RBS do not waive the conditions within the written undertaking then H&G will not be successful. They will try to argue that by selling at the 'low price' it is not in the interest of the shareholders or the company as it devalues the club which is detrimental to the owners and the club.

They will argue the board have not discharged their duty in looking out for the owners and the club. They will try to argue that if refinancing took place with collateral against assets of the club that would allow the RBS deadline to be met and allow the club to function in other areas while also meeting their valuation of the club.

They will therefore say that due to not pursuing this line then CP and IA were rightly sacked for gross misconduct. Their whole argument will hinge on stating that the board have not acted correctly by blocking a refinance based on club assets.

Personally I do not think the argument is very strong although if you get the wrong judge on the wrong mood then the case could go against us as fans.

Also quickly about the new owners their significant squad investment will only happen in January as the new UEFA rules will come in force in summer which will put us in a strong position as all expenditure is linked to income. We are very profitable without the debt. Also this profit is all without ticket sales from a larger capacity stadium. If we are guaranteed a stadium of 60000+ then we are in a very strong position in terms of squad investment.

Sorry to all of you for the length in writing this piece and also if it sounds patronising in anyway or has caused offense.  I just wanted to give the correct technical advice as I am legally trained in Corporate Law.

I hope this helped.
YNWA

Thanks for taking the time to write that mate, very helpful

[kennedy81]

he seems very confident the deal will go through, then again I supposed he has to.
it's more of a done deal than I thought it was when I logged off last night anyway.

I thought he looked very nervous in that interview, especially when the fans were mentioned, dunno if that's a good sign or not.

[fowlermagic]

As they so often ask in the States



You can take the mask off Broughton.

[vanishingpoint]

Is it ok for me to declare my love (*) for him right now?

No it isn't. We don't know what we've been given yet, so it would be clearly premature wouldn't it?

Not that this will stop a lot like you rushing in.

[vanishingpoint]

Finding a new owner/finance was their remit.They are paid to do this.Selling Liverpool was never going to be difficult.The board-bashing stems from their abject footballing decisions.For that they can never be forgiven.Sure the 2 cowboys set us back big time but the footballing decisions have been equally damaging.Six points in 7 games is their doing.You would shudder as to how these 2 executives came to be directors.I don't have a problem with their business acumen but to get involved in football matters was criminal.If anyone needs a look in the mirror- it is them.No patting on the back if the deal is a good one.I could take it a step further  and argue if they really had the fans' interest at heart-why has there been no discussion of fan ownership participaton.I know it is a lofty ideal but they could have made themselves heroes.

Great post.

[Michaelanscombe]

Me and a mate were discussing the redevelopment of anfield on saturday while walking along the back of the main stand.   Does anyone know of the restrictions that have so far stopped it being made bigger ?  I know that there are houses there but i am sure with the right offer and incentives them home owners/tenants could be moved.  I would love to see a third tier on the centenary stand and follow that round on to the anfield road end and then the main stand a mirror image of the new centenary stand.

[annieroader]

I think hicks and gillete shot them selfs when they took on broughton,got to hand it to him he made sure everyone got a copy of the script,saying we wont stand in the way ect, ect,
really fucked themselfs there ha ha ha ha ha ha ha.must have thought it wouldnt come to that greedy basterds.Thanks for the writin undertaking martin if notting else pulled a master stroke there fella.

[harmar]

Me and a mate were discussing the redevelopment of anfield on saturday while walking along the back of the main stand.   Does anyone know of the restrictions that have so far stopped it being made bigger ?  I know that there are houses there but i am sure with the right offer and incentives them home owners/tenants could be moved.  I would love to see a third tier on the centenary stand and follow that round on to the anfield road end and then the main stand a mirror image of the new centenary stand.

If only Robbie Fowler would sell his houses !

[No666]

I think hicks and gillete shot them selfs when they took on broughton,got to hand it to him he made sure everyone got a copy of the script,saying we wont stand in the way ect, ect,
really fucked themselfs there ha ha ha ha ha ha ha.must have thought it wouldnt come to that greedy basterds.Thanks for the writin undertaking martin if notting else pulled a master stroke there fella.

Who was their mate who recommended Broughton? Bet he's off their Christmas card list.

[belfast-connection]

i don't know that any of us can have confidence in the undertakings unless we know (i) exactly what they were (ii) were they written into the constitution of the company and (iii) what other clauses were attached

if the yanks gave undertakings to rbs as a condition of refinance and that was all then it doesn't affect their rights as shareholders to remove directors

if they breached the undertakings they are open to an action for breach, enforcement of security, damages etc. - wouldn't technically mean that the sackings wouldn't be good though - just that there would be other consequences, most of which would be determined by rbs for whose benefit the undertakings were given

if however the yanks gave undertakings to rbs and as a condition of refinance those were inserted in the constitution then they pro tanto reduce their rights to remove directors and that is an end of that - they had no power to effect a sacking and the sale was valid

however (and I suspect this might be it, given the nature of last night's statement) hicks probably intends to argue in the future the board (even if properly constituted) acted to the detriment of shareholders and sold the club at a undervalue - if that is what he intends to do then the calls for sackings were (i) bluster and (ii) a necessary presentational effect because that is what any shareholder would be expected to call for in the circumstances if he felt directors were acting to his prejudice

therefore we need to know more about the wording of the undertakings and the constitution of the company at the relevant time

and the court case to declare the sale valid at the relevant price doesn't prevent a further court case on the issue of whether the actual price was a reasonable one

hence broughton's assurance in the interview that the club was sold at fair market value

[Gnurglan]

Let's see where we end up. Right now it's happy days because it appears we've completed the necessary excorcism. But I also recall that people were quite impressed with G&H a few years ago. And there were those who thought getting rid off Rafa and replace him with Hodgson was a brilliant idea as well. So far we know nothing about what the new people are like. But at least we're out of the mess that G&H created.

[classycarra]

around 9:30 in that BBC interview broughton says that he requested the right to be the only person who can change the board be written into his contract. the guy's obviously a pro. hired by hicks, but done his job by the book. doesnt care that he's pissing hicks off, he's sticking to his contract for the sake of the business he's working for.

would be so easy to go the other way, so it looks currently like broughton has done well

[nico 8]

I think hicks and gillete shot them selfs when they took on broughton,got to hand it to him he made sure everyone got a copy of the script,saying we wont stand in the way ect, ect,
really fucked themselfs there ha ha ha ha ha ha ha.must have thought it wouldnt come to that greedy basterds.Thanks for the writin undertaking martin if notting else pulled a master stroke there fella.

Who was their mate who recommended Broughton? Bet he's off their Christmas card list.

RBS would nevertheless have called the shots.So why are some fans placing them on pedestals??We need to tread carefully and once informed or apprised of the facts,better decisions/judgments can be made.As for RBS,they have bled us dry and are complicit in our current demise.

[nico 8]

Let's see where we end up. Right now it's happy days because it appears we've completed the necessary excorcism. But I also recall that people were quite impressed with G&H a few years ago. And there were those who thought getting rid off Rafa and replace him with Hodgson was a brilliant idea as well. So far we know nothing about what the new people are like. But at least we're out of the mess that G&H created.

Is right.Spot on.Fact is we will never know until we have taken the plunge and are 6-12 months into the new owners' tenure unless someone came in and showed the money right away ala Abramovich.

[Passmaster Molby]

Broughton really is laying into the owners now - loving this "fuck you" attitude he has come out with since last night.

[Scousebeef]

My opinion of Broughton has changed somewhat for the better. Also my opinion of the yanks has changed somewhat too!

I used to think they were just a pair of c*nts... now I know they are a pair of total and absolute f*cking c*nts!!!!

[mayday]

As someone mentioned before, I will remain 'cautiously optimistic'.

[LiverpoolKopKings]

So do I, but that just means they're skint really.

So do I, but that just means they're skint really.

Not necessarily mate. Maybe they are just being sensible. Why waste Anfield, loose all that heritage, loose our home.... FOR EVER. I say that if they're open to revist the plans then I am very happy as it means that it's not totally out of the question.

Not one to say the I told yous, but I must say that I do not really like the idea of moving away, and I am sure I am not alone

[minusone]

Well, he hasn't said much, but the wait seems to have been worth it.
He looked/sounded good on the telly.

If what he says has any stock, i'll be well happy.
If he's playing fucky abouty games... i'll be most displeased.

[Johnathan]

Good riddance to H&G and go back to Planet Zog

Zog? That's fucking out of order, seriously.

[LFC_Heaven]

Liverpool chairman Martin Broughton interview in full:

http://news.bbc.co.uk/sport1/hi/football/teams/l/liverpool/9066856.stm

H&G out of pocket to the tune of ~£140m 

[dwesty]

H&G out of pocket to the tune of ~£140m 

Anyone thinking maybe we should have a bit of a whip-round?

[dwesty]

With real whips?

[Kennys from heaven]

Got to say... The man is pretty impressive.

Reading that, I fucking absolutely second, third and last that. He's stuck it to them fuckers massively!

[Ultimate Bromance]

That's a great write up, very informative. Thanks for taking the time.

[Kennys from heaven]

Liverpool chairman Martin Broughton interview in full:

http://news.bbc.co.uk/sport1/hi/football/teams/l/liverpool/9066856.stm

H&G out of pocket to the tune of ~£140m 

If you ever doubted there was a Fowler, you can't now!