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:
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…
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!
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.
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