Today’s Abortive SPL Meeting At Which Rangers Were Absent (Plus Scathing Observations)

In which I look at how the adjournment of the meeting suited everyone and in fact has delayed decisions by the SPL even further than 30th May. And, in a theme now as recurrent as Craig Whyte’s misfortune with forms, Duff & Phelps get wrong to whom their duties lie!

The SPL Chairmen gathered at Hampden today for a vital meeting. What decisions would be taken about punishment for insolvent clubs, thinking of no one in particular? Would the SPL consider requests to fast track Mr Miller’s newco into the SPL by May 11, as Duff & Phelps had suggested? What decisions would the SPL arrive at in light of the competing arguments – sporting integrity v commercial imperatives – facing them regarding Rangers.

After a meeting of around six hours, the metaphorical black smoke emerged from Hampden – no decision.

Rangers.co.uk reported the outcome below, and linked here. I have noted my comments in bold below the relevant parts of the article.

So, with thanks to Rangers.co.uk, let us begin.

———————–

THE SPL meeting on new regulations regarding Financial Fair Play has been postponed again with a new date of May 30. The top-flight clubs met today to discuss and vote upon a range of sanctions recommended by the SPL Board, including sanctions for clubs in insolvency situations. They decided they wanted more time to consider the moves.

OK. These are big decisions and, as Mr Doncaster said last week, they are important not only for Rangers but for all SPL members going forwards. A rush to change rules is likely only to lead to hasty and incorrect decision making.

Rangers were not represented at the meeting but voted by proxy in the event of any votes taking place and Duff and Phelps also tabled a written request that the meeting be adjourned. They felt that new owners of Rangers – ie Bill Miller – should be involved in sensitive discussions like these and not them.

Interesting! Who was Rangers’ proxy, and what instructions did he have? In the interests of transparency, I assume we will be told!

Did Duff & Phelps explain in the written request why they wanted a postponement?

And maybe I have missed something, but Mr Miller is not the new owner of anything yet, is he? And, as the decision of the SPL has a bearing on whether or not Mr Miller goes ahead, how can he be party to such a decision? Chicken and egg, or cart before horse more like!

A spokesman said: “As administrators we have a duty to act in the interests of the Club hence the reason for us tabling a proxy vote in case any decisions were reached today. As far as voting on longer-term constitutional issues, we felt this is something that is more a matter for a new owner.”

NO! NO! NO! NO! NO! NO!

THE ADMINISTRATORS HAVE A DUTY TO ACT IN THE INTERESTS OF, GUESS WHO, THE CREDITORS!!!! (Carthago delenda est!)

It also seems odd that we have an unnamed spokesman, rather than either Mr Clark or Mr Whitehouse. How is the tabling of a proxy vote, when combined with a failure to attend at the meeting, in the interests of the Club, even if D&P are allowed to act on that basis?

And it seems disingenuous to talk about leaving “longer term” constitutional issues to the “New owner” when the Financial Fair Play rules being voted on could, as a result of the postponement, affect the new owner.

Alternatively, if the plan is to delay the new rules till a newco is admitted, then at least state that honestly.

Here is a statement from the SPL:

Attendance
The Administrators of Rangers FC did not attend today’s General Meeting in person and instead submitted a proxy.

Nice of them to bother.

Financial Fair Play
Immediately prior to today’s General Meeting, a written request was received from the Administrators of Rangers FC to adjourn the meeting dealing with financial fair play.

The other eleven clubs agreed with this request and the general meeting was adjourned to 10am on Wednesday 30 May 2012.

Let’s get this right. The Financial Fair Play rules were to be looked at with a view to operating from the end of this season ie from next Monday onwards. D&P talked about effecting the admission of a newco to the SPL and completion of the transfer of assets to the incubator by Friday, 11th May. This would avoid the new penalties being imposed on Rangers.

D&P requested, in writing, an adjournment, but did not attend to put their case for the postponement.

This might suggest therefore that they are not ready to carry out the transfer to Mr Miller in the short time available. If the proposed rules are fair, then why should they be held back to allow Rangers to escape?

Why would all the remaining teams agree to the delay? Two reasons – if you were a chairman wanting to vote against Rangers survival, why would you want, metaphorically, to plunge in the knife. Brutus, for example, would not have faced the wrath of Mark Anthony, and the notoriety of being an assassin if, rather than stabbing Julius Caesar, he had watched as the leader expired of a heart attack on the steps of the Capitol! So, if there is a chance that Rangers run out of money, or all interested parties “walk away” by the end of the month, then why publicly attach one’s name and that of one’s club to the anti-Rangers faction?

On the other hand, bearing in mind the conflict between sporting integrity and commercial needs, it might also suit a Chairman who intended to support Rangers not to have to do so quite yet, at least until more season tickets are sold! (Call me cynical.)

So our heroes have adjourned to the end of the month…

 

Newco
The eleven member clubs present in person at today’s General Meeting unanimously called for the power to deal with any newco application to be moved from the Board to the clubs. This requires 21 clear days’ notice. The clubs will therefore meet again on 30 May to consider a resolution designed to achieve this.

In the event that an application for transfer of share to a newco is received before 30 May, then it can be dealt with by the SPL Board. The SPL Board have indicated that they would, in those circumstances, call together the clubs before any such decision was made.

For the avoidance of doubt, no decision on any transfer of a share to a newco has yet been made; nor has any such application been received.

Similarly this decision delays the fateful day. SPL Article 11 gives the Board the power to approve or reject transfer of a share in the SPL. The members want to change this.

To change Article 11 requites a Special Resolution, which needs a 75% majority to pass ie at least a 9-3 vote. However, SPL Rule A5 requires any alteration to the rules of the SPL or its Articles to be approved by the SFA.

SFA Article 18.4 states that any proposed change to the constitution or rules of a league which is under the SFA’s authority should be made in writing to the SFA. Until the SFA Board approves the change, it is inoperative.

Therefore, in fact, any votes passed by the SPL at the now adjourned meeting on 30th May will still not take effect till approved by the SFA Board. How much longer will that take?

The SPL is correct in saying that a transfer of share therefore must be dealt with by the Board until the rules are changed. Until the rules are changed, it is arguably ultra vires for the SPL Board to call in the clubs to make a decision – the power to do so rests, for now, with the SPL Board and, without the formal change accepted by a Special Resolution, it is arguable that a vote by all the clubs on this issue would be incompetent.

The statement mentions the lack of any application for change of the share so far, but that is simply because the newco needs to be up and, if not running, at least stumbling!   

 

Voting Change
At the request of the Administrators of Rangers FC, the separate adjourned General Meeting to deal with possible changes to rules of voting was also adjourned to 30 May

The same principle applies as above. Such changes need approved by the SFA Board.

One wonders how it took six hours for the Chairmen to conclude a meeting where the only decisions were adjournments. Either the assembled members watched a couple of films together to pass the Bank Holiday Monday, or else they had what might well have been an acrimonious session. I cast no aspersions on any of the people present, but if the latter, I would be very surprised if that did not become public knowledge.

 

Conclusion

Today was a classic example of putting off the dread day. As the saying goes, “Do not do today what you can put off till tomorrow”. It suited all parties, whether pro or anti-newco. Clearly it suits D&P too, either because they know Rangers will not make it to 30th May and this puts off any unpleasant argument till after the shutters come down or because they saw that the short time available had given them no time to complete the “switcheroo”.

The SPL said, as quoted in the piece, that the continuation was because the members wanted more information. It was not – the meeting adjourned because D&P wanted it to.

There are many pitfalls into which the SPL can drop in dealing with this matter. Hopefully it has its lawyers at the ready to see it through the minefield!

Roll on 30th May!  

 

 

Posted by Paul McConville

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26 Comments

Filed under Administration, Football Governance, Rangers, SFA, SPL

26 responses to “Today’s Abortive SPL Meeting At Which Rangers Were Absent (Plus Scathing Observations)

  1. MARTIN M

    quite simply duff and phelps are not working this like a normal admin and its about time these questions were asked.what is there end game ? why has there been no objection from creditors??? no redundancies, no players sold etc yet they are attempting a newco switch for peanuts, this admin is as corrupt as rangers football club and a blind man can see this, as will HMRC !!

  2. Paul

    Even if their lawyers are not ready you as usual you have done the work for them.

  3. Goosy

    Paul
    Excellent analysis
    Question
    Re outcome of Admin Proposal to Creditors

    Is there a legal date when the result of th Admin proposals to Creditors will be published?
    Can we deduce from the above that a delay is essential because any asset sale must be presented to Creditors for approval ?

  4. Don’t really understand all of this but hey ho I trust you!

  5. GeordieJag

    The SPL’s carefully worded statement makes great play of the fact that the meeting unanimously called for the power to deal with any Newco application to move from the Board to the clubs. However, in relation to the Administrators’ request to adjourn the meeting dealing with Finacial Fair Play “the other eleven clubs agreed with this request”. So not unanimous then and presumably this went through on a vote. Acrimonious? You bet.

  6. jinky67

    How many times do D&P have to publicly state ‘in the best interests of RFC’ etc etc before the ‘Court of Session’ says hold it, ur not working for them, ur reporting to us in the best interests of the creditors?

    Surely there must be regular contact/updates to CoS to ensure all is being properly? Or not….?

  7. TonyD

    Paul,
    Check out UEFA Statutes at,
    http://www.uefa.com/MultimediaFiles/Download/Regulations/uefaorg/General/01/47/69/97/1476997_DOWNLOAD.pdf

    Paying particular attention to Statute 7 on Page 1 which states:

    ”Fair play’ means acting according to ethical principles which,
    in particular, oppose the concept of sporting success at
    any price, promote integrity and equal opportunities for all
    competitors, and emphasise respect of the personality and
    worth of everyone involved in a sporting event.”

    What’s so difficult to understand and apply? Doncaster et al are (potentially)contravening these statutes.

    AD

  8. David

    I am at a loss how anyone can purchase a football club with a few short weeks of due diligence. I sold my company last year and although it was an IT company it wasn’t anywhere near as complex as the Rangers situation. However, I spent three months with lawyers and accountants sorting out the history, current and some future details about the company. We went into every aspect of personnel, property, tax, PAYE, VAT, insurance, corporate governance, quality, resources, Health & safety, Human resources, financial reporting, business plans, intellectual property….the list went on and on.
    All this for a deal worth a mere £2.5m. The fact is that anyone who is serious about spending double-digit millions is going to want to do a shed load of digging around to be absolutely crystal clear about what they are getting for their dosh!
    Either the motives of the buyer have to be questioned or there has to be a mechanism created that provides additional time to undertake the necessary.

    • David,

      It is quite remarkable that D&P could talk about doing a deal by 11th MAy bearing in mind all that was in the way. It has taken me three days to write up the obstacles and I am sure rather longer for D&P + Mr MIller to resolve them.

      Clearly D&P have far bigger brains than humble souls like us, as we see what they are doing as impossible!

      Clearly also we would be unfair to question the motives of the nuyer… wouldn’t we?

    • Carntyne

      Do you mean like TicketUs?

      Clearly £20mill down the pan.

      Or is it?

  9. Den

    Paul,

    Great analysis, but you know trawling through their rule book is a waste of time, they ignore anything that doesn’t suit.

    UEFA seem to put a lot of emphasis on Financial fair play, they need to look at this Farce.

    Ironically Rangers fate could have been a lot better if the Administrators came, assessed the situation, declared it a wreck, cut costs immediately and gave the creditors a clear statement of how bad things were. They could have explored Sale and leaseback deals for the properties and tried for pence in the pound CVA against a backdrop of liquidation. Discussions with buyers would have been against a backdrop of other developments and not dragged on forever. If they were seen as cold blooded accountants there would have been a lot less messing about, instead they became buddies and part of the problem.

    This ongoing sleight of hand and disinformation is just dragging Rangers already low reputation lower.

  10. john clarke

    Another nice one.Thank you.

  11. KG

    It is indeed quite amazing when you have to try and work out what the strategy is of the administrators.

  12. Will Dunfermline have a say at the meeting on 30 May?

  13. Nikw8CFC

    Fans of every club in scotland should come together start a petition and send it to Uefa, this is the only way to stop what would be an injustice to football. The spl chairmen are SERIOUSLY considering letting money win over sporting integrity. Surely Uefa have a different view on clubs who do not pay tax. If fans from every club also lobbying them then surely they would get involved. The Spll and Sfa cannot be trusted.

  14. so many twists and turns to this story, it’s all so very Machiavellian, or is it? remember the involvement of Mr Salmond ? it leads me to think this procrastination is a ploy to see RFC(IA) finish out the season, thereby avoiding the prospect of having 40000 irate fans with nothing to do on a Saturday apart from cause havoc on the streets , Glasgow Fair seems an opportune time to wind this all up. It might just be that that simple.

  15. rabthecab

    I’m beginning to think that D&P, having realised that they’re in over their heads, are looking to be removed as administrators: announcing on national tv that there is “no prospect” of HMRC being paid is kind of a red rag to a bull situation, and how many times now have they stated that they are “working in the best interests of the club”?

    Just a thought.

  16. Geddy Lee

    Salmond is a jambo. It’s in his club’s European interests to see rangers fall.

    They owe his cash stapped club 800K. They have effectivley stolen Heart’s best player!!!.

    He has made it clear rangers must pay their debts. His only concern are the peopole who will lose their jobs, certainly not the club.

    I imagine he is also a bit worried about the bears “reaction” to any sanctions that may be placed on the club in terms of civil disobedience.

    Don’t let the “OLD FIRM ” Paranoia make you think he is somehow on ranger’s side. He is not.

  17. gerard francis reilly

    this situ is a national disgrace ! i,m no legal eagle , but a nursery kid could see that all parties are running away from the issue ! plus how can the cash cow ” duff n phelps ” milk their fees any longer ? a more astute name for those ” clowns ” is = DUFFER AND DUFFERER ? and how the hell can the other clubs agree to a waste of time meeting of yesterday ? and who pays the tab for that farce ? , the duffer mob are quoted as requesting an adjournment and not have the guts to send a representative to the laurel and hardy non =show at the spl day of inactivity !! and that nonsense chat that the duffers churn out “acting in best interests of the club ” ? last but not least the mighty former rfc don,t bother to send a cardboard cut-out to the so -called deadline decision meeting , well that tells me that there,s more dodgy dealings ahead !! – this situ wouldn,t happen in a banana republic , it,s time uefa and fifa get involved and act like responsible adults to sort the farce before scottish football disappears into oblivion !!

  18. Tommy B

    It is quite remarkable that rfc requested that the meeting be postponed, without anyone representing them actually turning up. Did Mr Doncaster tell them it would be alright and that he would attend to it? That the chairmen then held a non meeting for over 5 hours is intriguing, I wonder what they were discussing informally. We have always known that scottish football operates in strange, behind closed doors ways, now it is done blatantly.

  19. greenginger

    Why is nobody challenging the myth that article 11 is the one to deal with the transfer of Rangers SPL share. Clause 14(2) does not only cover Clubs which have been liquidated but also the situation where ” an administrative order has been made in respect of a member ” and they wish to transfer their share.
    That request is specified as being dealt with by the whole SPL in General Meeting passing a Qualified Resolution and there is no need for rule changes.
    Doncaster was wrong, I would say deliberately wrong , to rule that Rangers SPL share should be dealt with by the SPL Board.

  20. newclub not newco

    Duff and Phelps are now openly NOT working in the best interests of the creditors but in the best interests of the football club. Who is in charge of them? Who makes sure administrators are doing their job properly? Surely if they are not doing what they are legally bound to do, there is a higher authority who should be looking into it?

  21. peter

    It seems that the plan has been in motion all along for SDM to move the club on, Whyte takes the flack for a price, D&D come in setup an auction announce a bidder and force the SPL to allow integrity to be gerrymandered by the Media and the public become as corrupt as the boards who run our clubs. HMRC and creditors have to be paid and have to be included in any negotiations. If every football fan opposed was to cancel their sky package ESPN package and stay away from away games, check mate, this puts clubs in the same position if they choose to vote in favour, SPL can be enforced by others if they do not have the balls and disregard the real followers of football as a sport.

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