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Smisa Withdraws 'in Principle' Support Of 10000 Hours Proposal


Tennant's Lager

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My understanding is that the office bearers of Smisa have been told that they can access the business plan, but that this cannot be shared with the membership as a whole. Surely if the office bearers can take up this offer, then we can move on from this seemingly chicken and egg problem. Go in. Look at the proposal in it's entirety and issue your verdict.

The spin placed on the current situation by the PDE is that Smisa are worried that the CiC will threaten the club. This is not somewhere I would want to be if my interest is in SMFC and the prospect of realising fan ownership. So please, get together with REA and resolve this issue. I am not happy with the status quo, nor the McGeogh ideal of a small number of people (possibly one) taking over the reins.

If it is fan ownership we are interested in, then let us get to the point where everyone who has pledged or wants to pledge, can see what is involved. If on the other hand, you want the club to stagnate, then do nothing.

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The spin placed on the current situation by the PDE is that Smisa are worried that the CiC will threaten the club.

The main jist of the article in the PDE did seem to infer that SMISA were worried that ownership by the CIC would lead to us being deducted points every season (depending on the new rules the SPL impose on clubs being in debt).

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Guest somner9

The main jist of the article in the PDE did seem to infer that SMISA were worried that ownership by the CIC would lead to us being deducted points every season (depending on the new rules the SPL impose on clubs being in debt).

Exactly! if the cic has problems mainting its debt repayments then inspite of what 10000 hours have been saying for over a year, SMFC would be hit with those massive sanctions and who would save us then?

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It was discussed at the 10000 Hourse meeting. I think you would need to stretch the interpretation of the resolutions very far indeed for SMFC to be deducted points in one season let alone every season. As you will see the resolutions have been defined as a direct response to the scumgers situation with is extreme scumbaggery.

Resolution 1 proposes an increase in the sporting sanction (points deduction) on any Club which suffers or is subject to an Insolvency Event from 10 points to the greater of 15 points and 1/3 of the Club’s SPL points in the preceding season.

I reckon we would need to have both the CIC and SMFC in insolvency for this to be applied. I can't envisage a situation where that would be the case. If the sort of financial catastrophe required for that situation to occur I would be surprised if there would be anybody else to play against.

Resolution 2A proposes further sporting sanctions in the event that any Club undergoes an Insolvency Transfer Event (i.e. transfers its share in the SPL to a new company where this occurs because of the insolvency of the transferor) of 10 points in each of two consecutive seasons from the Insolvency Transfer Event.

CIC only owns a majority shareholding and is separate from SMFC. The only transfer would be the ownership of the shareholding not SMFC itself.

Resolution 2B proposes revisions to the fee payment arrangements i.e. SPL fees to any Club which has undergone an Insolvency Transfer Event will be reduced by 75% in each of three consecutive seasons from the Insolvency Transfer Event.

Don't see how this would apply for the reasons above.

Resolution 3 proposes extending sporting sanctions where an Insolvency Event is suffered by a Group Undertaking of a Member Club of the SPL (Group Undertaking is defined in Section 1161(5) of the Companies Act 2006).

Meaning of “undertaking” and related expressions.

(1)In the Companies Acts“undertaking” means— .

(a)a body corporate or partnership, or .

(b)an unincorporated association carrying on a trade or business, with or without a view to profit.

(2)In the Companies Acts references to shares— .

(a)in relation to an undertaking with capital but no share capital, are to rights to share in the capital of the undertaking; and .

(b)in relation to an undertaking without capital, are to interests— .

(i)conferring any right to share in the profits or liability to contribute to the losses of the undertaking, or .

(ii)giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of a winding up. .

(3)Other expressions appropriate to companies shall be construed, in relation to an undertaking which is not a company, as references to the corresponding persons, officers, documents or organs, as the case may be, appropriate to undertakings of that description. .

This is subject to provision in any specific context providing for the translation of such expressions.

(4)References in the Companies Acts to “fellow subsidiary undertakings” are to undertakings which are subsidiary undertakings of the same parent undertaking but are not parent undertakings or subsidiary undertakings of each other. .

(5)In the Companies Acts “group undertaking”, in relation to an undertaking, means an undertaking which is— .

(a)a parent undertaking or subsidiary undertaking of that undertaking, or .

(b)a subsidiary undertaking of any parent undertaking of that undertaking.

I don't believe "Group Undertaking" would apply to the CIC model. A good question for the 10000 Hours forum though if it hasn't already been asked.

Resolution 4 proposes updates and extensions to the definition of Insolvency Event in the SPL Rules.

We don't know what the updates and extensions will be as yet; however here is the current SPL definition for "Insolvency Event"

Insolvency Event means, in respect of a Club, where:-

a. a manager, judicial factor, receiver or administrative receiver shall be appointed in respect of all or any part of its undertaking or assets;

b. an administration order shall be made;

c. a winding-up order shall be made;

d. a resolution for winding up of the Club shall be passed;

e. the Club shall enter into any arrangement with its creditors or some part of them, in respect of the payment of its debts or part of them, as a Company Voluntary Arrangement under the Insolvency Act 1986 or a Scheme of Arrangement under the Companies Act 1985 or any substituting amending or replacement legislation or any other arrangement or the like having the same or similar effect;

f. a provisional liquidator shall be appointed; or

g. any proceeding or step is taken or any Court order in any jurisdiction made which has the same or substantially similar effect to any of the foregoing;

Again, can't envisage a scenario like this occuring unless there was a major financial calamity outside of SMFC. We would still suffer from it whether in the CIC model or not.

Resolution 5 proposes updates and extensions to the definition of Insolvency Event in the SPL Articles and clarifies the process in the event that a Member which is the subject of an Insolvency Event is required to transfer its share in the Company.

As above

Resolution 6 proposes a specific requirement in the SPL Rules that Clubs must pay their Players in terms of their Contracts of Service on due dates and places a duty on any Club to report any failure to pay its Players in a timely manner to the SPL. Failure to pay Players and / or to notify such failure to the SPL would be a breach of SPL Rules.

Again, why would a fan owned club gamble on a wage structure that would see any risk of this occuring - it would take a fairly fantastic imagination to create this scenario. It is there because of the madness of Romanov and the wreckless financial behaviour of individual owners.

Resolution 7 proposes a requirement in the SPL Rules that Clubs report to the SPL any failure to make payments to HMRC in respect of PAYE and NIC (a Default Event). Any Club suffering such a Default Event will be subject to a Player Registration Embargo. Any failure to report a Default Event shall be a breach of the SPL Rules.

Again, a fan owed club with full transparency would be less likely to get into this mess than a club involved with the likes of KMG's pals.

This is yet another example of the "due dilligence" anti-CIC no matter what brigade looking for a silver bullet to kill off fan ownership. And as always a quick look at the facts and it becomes brutally obvious that the fan ownership model would actually provide us with greater safeguards against the risks than a traditional ownership model would. We have been very lucky to have the current guardians of the club looking after our interests for so long. However, older fans will recall the bawbags that were involved on the BoD prior to that. Fan ownership offers the best protection against the very thing being used to try and undermine it.

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I won't quote your whole post Sidley, but inspite of all you hard work it all falls apart on the CiC front form the first point:

"Resolution 1 proposes an increase in the sporting sanction (points deduction) on any Club which suffers or is subject to an Insolvency Event from 10 points to the greater of 15 points and 1/3 of the Club’s SPL points in the preceding season.

I reckon we would need to have both the CIC and SMFC in insolvency for this to be applied. I can't envisage a situation where that would be the case. If the sort of financial catastrophe required for that situation to occur I would be surprised if there would be anybody else to play against. "

The cic (A company) would hold 52% of the shareholding of SMFC (A company). The Cic is then the parent company and if it suffers insovency being the majrity shareholder of SMFC then all the sanctions apply to SMFC, just as they have done to rangers based on Craig whytes 85% shareholding.

Check what happened to Southampton a few years ago when they tried to argue it was only the parent comapny that was insolvent. They were sanctioned and relegated. the proposed fairplay sanctions are much tougher and would probably sound the death knell for a club like ours.

The following reolution leaves no doubt as to what would happen if the cic becomes insolvent and tries to transfer their shareholding to a.N. Other.

Resolution 5 proposes updates and extensions to the definition of Insolvency Event in the SPL Articles and clarifies the process in the event that a Member which is the subject of an Insolvency Event is required to transfer its share in the Company.

Edited by somner9
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I won't quote your whole post Sidley, but inspite of all you hard work it all falls apart on the CiC front form the first point:

"Resolution 1 proposes an increase in the sporting sanction (points deduction) on any Club which suffers or is subject to an Insolvency Event from 10 points to the greater of 15 points and 1/3 of the Club’s SPL points in the preceding season.

I reckon we would need to have both the CIC and SMFC in insolvency for this to be applied. I can't envisage a situation where that would be the case. If the sort of financial catastrophe required for that situation to occur I would be surprised if there would be anybody else to play against. "

The cic (A company) would hold 52% of the shareholding of SMFC (A company). The Cic is then the parent company and if it suffers insovency being the majrity shareholder of SMFC then all the sanctions apply to SMFC, just as they have done to rangers based on Craig whytes 85% shareholding.

Check what happened to Southampton a few years ago when they tried to argue it was only the parent comapny that was insolvent. They were sanctioned and relegated. the proposed fairplay sanctions are much tougher and would probably sound the death knell for a club like ours.

The following reolution leaves no doubt as to what would happen if the cic becomes insolvent and tries to transfer their shareholding to a.N. Other.

Resolution 5 proposes updates and extensions to the definition of Insolvency Event in the SPL Articles and clarifies the process in the event that a Member which is the subject of an Insolvency Event is required to transfer its share in the Company.

That is not case though somner9. You need to look at resolution 3 for the definitions.

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Guest somner9

That is not case though somner9. You need to look at resolution 3 for the definitions.

Sidley sooner or later you are going to have to face the inescapeable fact that if the Cic goes down, being a company, if it transfers it's 52% shares in smfc to another comapnay then that company is a Newco in the eyes of the spl. The sanctions will apply to our club as they will to every club. rangers are probably the only ones that will wriggle though a crack in the door before it's nailed shut.

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Sidley sooner or later you are going to have to face the inescapeable fact that if the Cic goes down, being a company, if it transfers it's 52% shares in smfc to another comapnay then that company is a Newco in the eyes of the spl. The sanctions will apply to our club as they will to every club. rangers are probably the only ones that will wriggle though a crack in the door before it's nailed shut.

You appear to be shouldering far too much of the anti-CIC weight somner9. See image 1 below for the dangers involved in such an undertaking. Every time someone mentions something you latch onto it like a drowning man..although a slightly different drowning scenario to image 1. So far you have failed to explain why the CIC involves greater risk than a traditional purchase of the shares. You have also failed to provide evidence that the CIC model is applied to any of the group undertakings in resolution 3. In my post relating to the resolutions you will see that I refer anyone interested in clarifying that question to 10000 Hours. I do actually think that is the valid question to be asking them. However, no one has asked in on the 10000 Hours forum as yet. So it certainly does not appear to be an inescapable fact. It doesn't even appear to be a concern for people genuinely interested in fan ownership. It does appear to be one more false dawn for the anti-CIC "due dilligence" team though.

drowning-man-480x408.jpg

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Sidley sooner or later you are going to have to face the inescapeable fact that if the Cic goes down, being a company, if it transfers it's 52% shares in smfc to another comapnay then that company is a Newco in the eyes of the spl. The sanctions will apply to our club as they will to every club. rangers are probably the only ones that will wriggle though a crack in the door before it's nailed shut.

At the risk of intruding on a private love-in between you & Sid and while I am happy to be corrected, I don't believe this is the case. A Newco as proposed by various schemes at Greyskull would seek to actually transfer the member share of the SPL that is held by the club's company, to another company (ie a Phoenix Rangers). It's that share transfer that would need to be voted on by the 6-man SPL board (or the member clubs if they successfully make the change there). That surely isn't what the CIC are seeking to do - the member share of the SPL would surely still continue to be held by St Mirren FC Ltd.

Where I have been concerned wrt SMFC is resolution 3 (paricularly combined with the new penalty outlined in resolution 1) and it was myself that drew the other SMiSA guys attention to it having seen the explanation of the to be voted on FFP sanctions here. As it happens I had simply been looking to understand what the rule changes would mean in general terms wrt the situation at Greyskull but reading that, have to say I instantly thought of the CIC.

While I don't know if it would apply in strict legal parlance (something which the CIC must clear up one way or other) and as stated in the link it could be challenged, the draft constitution makes clear that the CIC would be bound by the Companies Act 2006, and without expert analysis I would have to imagine one company owning a controlling stake in another of 52%, being able to make decisions on/for company, would surely be such an undertaking as outlined to which the resolutions would apply if voted through?

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At the risk of intruding on a private love-in between you & Sid and while I am happy to be corrected, I don't believe this is the case. A Newco as proposed by various schemes at Greyskull would seek to actually transfer the member share of the SPL that is held by the club's company, to another company (ie a Phoenix Rangers). It's that share transfer that would need to be voted on by the 6-man SPL board (or the member clubs if they successfully make the change there). That surely isn't what the CIC are seeking to do - the member share of the SPL would surely still continue to be held by St Mirren FC Ltd.

Where I have been concerned wrt SMFC is resolution 3 (paricularly combined with the new penalty outlined in resolution 1) and it was myself that drew the other SMiSA guys attention to it having seen the explanation of the to be voted on FFP sanctions here. As it happens I had simply been looking to understand what the rule changes would mean in general terms wrt the situation at Greyskull but reading that, have to say I instantly thought of the CIC.

While I don't know if it would apply in strict legal parlance (something which the CIC must clear up one way or other) and as stated in the link it could be challenged, the draft constitution makes clear that the CIC would be bound by the Companies Act 2006, and without expert analysis I would have to imagine one company owning a controlling stake in another of 52%, being able to make decisions on/for company, would surely be such an undertaking as outlined to which the resolutions would apply if voted through?

Cheers TL. The post, I made earlier detailing the resolutions, provides Section 1161(5) of the Companies Act 2006 in its entirity, whereas as the OF loving bawbag at Glasgow Uni only picked out the parts of specific interest from a scumgers perspective. Here it is again. I deal with contracts on a daily basis, but I will be honest I am struggling to see how anyone can categorically position a CIC / Co-op that is set up to only own a shareholding slots neatly into the definitions.

Meaning of “undertaking” and related expressions.

(1)In the Companies Acts“undertaking” means— .

(a)a body corporate or partnership, or .

(b)an unincorporated association carrying on a trade or business, with or without a view to profit.

(2)In the Companies Acts references to shares— .

(a)in relation to an undertaking with capital but no share capital, are to rights to share in the capital of the undertaking; and .

(b)in relation to an undertaking without capital, are to interests— .

(i)conferring any right to share in the profits or liability to contribute to the losses of the undertaking, or .

(ii)giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of a winding up. .

(3)Other expressions appropriate to companies shall be construed, in relation to an undertaking which is not a company, as references to the corresponding persons, officers, documents or organs, as the case may be, appropriate to undertakings of that description. .

This is subject to provision in any specific context providing for the translation of such expressions.

(4)References in the Companies Acts to “fellow subsidiary undertakings” are to undertakings which are subsidiary undertakings of the same parent undertaking but are not parent undertakings or subsidiary undertakings of each other. .

(5)In the Companies Acts “group undertaking”, in relation to an undertaking, means an undertaking which is— .

(a)a parent undertaking or subsidiary undertaking of that undertaking, or .

(b)a subsidiary undertaking of any parent undertaking of that undertaking.

I personally have no concerns at this point about ever having to worry about that. However, surely those that have concerns specifically about this scenario should be dropping an email across into 10000 Hours or alternatively seek legal advice. I think even a lawyer would have difficulty defining this categorically, especially with the added problem that the SPL rules are shifting sands because of the scumgers situation. Putting the breaks on 10000 Hours due a possible scenario about a possible scenario dependent on decisions still to be made by a third party that actually includes SMFC is a bit odd.

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Cheers TL. The post, I made earlier detailing the resolutions, provides Section 1161(5) of the Companies Act 2006 in its entirity, whereas as the OF loving bawbag at Glasgow Uni only picked out the parts of specific interest from a scumgers perspective. Here it is again. I deal with contracts on a daily basis, but I will be honest I am struggling to see how anyone can categorically position a CIC / Co-op that is set up to only own a shareholding slots neatly into the definitions.

Meaning of “undertaking” and related expressions.

(1)In the Companies Acts“undertaking” means— .

(a)a body corporate or partnership, or .

(b)an unincorporated association carrying on a trade or business, with or without a view to profit.

(2)In the Companies Acts references to shares— .

(a)in relation to an undertaking with capital but no share capital, are to rights to share in the capital of the undertaking; and .

(b)in relation to an undertaking without capital, are to interests— .

(i)conferring any right to share in the profits or liability to contribute to the losses of the undertaking, or .

(ii)giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of a winding up. .

(3)Other expressions appropriate to companies shall be construed, in relation to an undertaking which is not a company, as references to the corresponding persons, officers, documents or organs, as the case may be, appropriate to undertakings of that description. .

This is subject to provision in any specific context providing for the translation of such expressions.

(4)References in the Companies Acts to “fellow subsidiary undertakings” are to undertakings which are subsidiary undertakings of the same parent undertaking but are not parent undertakings or subsidiary undertakings of each other. .

(5)In the Companies Acts “group undertaking”, in relation to an undertaking, means an undertaking which is— .

(a)a parent undertaking or subsidiary undertaking of that undertaking, or .

(b)a subsidiary undertaking of any parent undertaking of that undertaking.

I personally have no concerns at this point about ever having to worry about that. However, surely those that have concerns specifically about this scenario should be dropping an email across into 10000 Hours or alternatively seek legal advice. I think even a lawyer would have difficulty defining this categorically, especially with the added problem that the SPL rules are shifting sands because of the scumgers situation. Putting the breaks on 10000 Hours due a possible scenario about a possible scenario dependent on decisions still to be made by a third party that actually includes SMFC is a bit odd.

I think you were there on the night, but I believe the question was asked at the last meeting (the one intended mainly as a sign-up session for new members) by our chairman Alastair Colquhoun and he had said that Chris Stewart replied saying they would 'look into it' as it may be something they need to think about.

For what it's worth, personally speaking I'd think even in the event that the resolutions are passed in full (which I doubt btw) it's extremely unlikely to have an affect but you can never be too careful when talking about the future of the club. It wasn't really a factor in SMiSA stepping back though as this has come about some time after the vote was requested from the members.

Edited by Tennant's Lager
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Guest somner9

You appear to be shouldering far too much of the anti-CIC weight somner9. See image 1 below for the dangers involved in such an undertaking. Every time someone mentions something you latch onto it like a drowning man..although a slightly different drowning scenario to image 1. So far you have failed to explain why the CIC involves greater risk than a traditional purchase of the shares. You have also failed to provide evidence that the CIC model is applied to any of the group undertakings in resolution 3. In my post relating to the resolutions you will see that I refer anyone interested in clarifying that question to 10000 Hours. I do actually think that is the valid question to be asking them. However, no one has asked in on the 10000 Hours forum as yet. So it certainly does not appear to be an inescapable fact. It doesn't even appear to be a concern for people genuinely interested in fan ownership. It does appear to be one more false dawn for the anti-CIC "due dilligence" team though.

drowning-man-480x408.jpg

Nice to see you out with a lad in that there photo.

Simple answer to get a clear definition is ask the SPL if a company (10000 hours Cic) holds 52% (majority) of a spl member club, becomes insolvent and transfers those shares to another company (Newco) would the full weight of the new fair play sanctions be brought to bear on said newco.

Don't you thnk the scumgers, Livi et al would not have tried that ploy if they thought they could have gotten away with it?

attached FYI

http://www.telegraph.co.uk/sport/football/teams/southampton/5090954/Southamptons-parent-company-goes-into-administration.html

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At the risk of intruding on a private love-in between you & Sid and while I am happy to be corrected, I don't believe this is the case. A Newco as proposed by various schemes at Greyskull would seek to actually transfer the member share of the SPL that is held by the club's company, to another company (ie a Phoenix Rangers). It's that share transfer that would need to be voted on by the 6-man SPL board (or the member clubs if they successfully make the change there). That surely isn't what the CIC are seeking to do - the member share of the SPL would surely still continue to be held by St Mirren FC Ltd.

Where I have been concerned wrt SMFC is resolution 3 (paricularly combined with the new penalty outlined in resolution 1) and it was myself that drew the other SMiSA guys attention to it having seen the explanation of the to be voted on FFP sanctions here. As it happens I had simply been looking to understand what the rule changes would mean in general terms wrt the situation at Greyskull but reading that, have to say I instantly thought of the CIC.

While I don't know if it would apply in strict legal parlance (something which the CIC must clear up one way or other) and as stated in the link it could be challenged, the draft constitution makes clear that the CIC would be bound by the Companies Act 2006, and without expert analysis I would have to imagine one company owning a controlling stake in another of 52%, being able to make decisions on/for company, would surely be such an undertaking as outlined to which the resolutions would apply if voted through?

Great reply TL but the big question is why your name is shown as just Tennant when quoted :??? unsure.png

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Nice to see you out with a lad in that there photo.

Simple answer to get a clear definition is ask the SPL if a company (10000 hours Cic) holds 52% (majority) of a spl member club, becomes insolvent and transfers those shares to another company (Newco) would the full weight of the new fair play sanctions be brought to bear on said newco.

Don't you thnk the scumgers, Livi et al would not have tried that ploy if they thought they could have gotten away with it?

attached FYI

http://www.telegraph...nistration.html

You have posted an article from the Telegraph in relation to Southampton. The situation with Southampton is completely different to the CiC/SMFC issues.

Southampton parent company SLH was responsible for the paying of the players, it had borrowed against the asset of the club. Therefore in theory the team was directly affected by the Parent Companies failure.

My understanding of the CiC and the SMFC will be that they will be two different companies with no financial connection. If the CiC fails then this should have no bearing on the club and vice versa. The CiC will not be signing players, the club will be. the CiC will not be borrowing against the assets of the club.

It is also worth bearing in mind that the CiC may have majority voting rights they still have a legal obligation to the remaining 48% shareholders in the business. There are certain activities they cannot undertake without the permission of the remaining shareholders.

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Guest somner9

You have posted an article from the Telegraph in relation to Southampton. The situation with Southampton is completely different to the CiC/SMFC issues.

Southampton parent company SLH was responsible for the paying of the players, it had borrowed against the asset of the club. Therefore in theory the team was directly affected by the Parent Companies failure.

My understanding of the CiC and the SMFC will be that they will be two different companies with no financial connection. If the CiC fails then this should have no bearing on the club and vice versa. The CiC will not be signing players, the club will be. the CiC will not be borrowing against the assets of the club.

It is also worth bearing in mind that the CiC may have majority voting rights they still have a legal obligation to the remaining 48% shareholders in the business. There are certain activities they cannot undertake without the permission of the remaining shareholders.

The cic would control the club, hasn't rea already said it's inevitable he'll be chairman? if the cic becomes insolvent, it will have to transfer its shareholding (the majority) to another company, a Newco. I would have a question for you? why if it doesn't apply have 10000 hours not come out to their pledgers with explicit assurance to that effect?

Now you would expect them in the current climate to confirm it either does, or it doesn't apply. The incredible fact is they obviously hadn't considered it until asked!

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The cic would control the club, hasn't rea already said it's inevitable he'll be chairman? if the cic becomes insolvent, it will have to transfer its shareholding (the majority) to another company, a Newco. I would have a question for you? why if it doesn't apply have 10000 hours not come out to their pledgers with explicit assurance to that effect?

Now you would expect them in the current climate to confirm it either does, or it doesn't apply. The incredible fact is they obviously hadn't considered it until asked!

The CiC will be a company in its own rights. Its assets will be that it owns 52 % shares in another company SMFC.

If the CiC goes in to administration it will either restructure and still own the shares or the shares will be sold to another buyer. This is no different of what’s about to happen if the CiC goes through.

I suspect that they CiC have not commented on it as the rules with regards insolvency are currently being rewritten by the SPL and it would be foolish to make comment on a moving obstacle. But maybe your right that they never thought of it until you brought it up.

I have not read that REA has decided that he will be Chairman I would have thought that under the constitution of the CiC he would require to be voted to this position.

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Guest somner9

The CiC will be a company in its own rights. Its assets will be that it owns 52 % shares in another company SMFC.

If the CiC goes in to administration it will either restructure and still own the shares or the shares will be sold to another buyer. This is no different of what’s about to happen if the CiC goes through.

I suspect that they CiC have not commented on it as the rules with regards insolvency are currently being rewritten by the SPL and it would be foolish to make comment on a moving obstacle. But maybe your right that they never thought of it until you brought it up.

I have not read that REA has decided that he will be Chairman I would have thought that under the constitution of the CiC he would require to be voted to this position.

In the eyes of the spl and company law the cic will be the parent company of SMFC, thats what happens when one company owns the majority of another. see below.

United Kingdom

In the UK it is generally held that an organisation holding a "controlling stake" in a company (a holding of over 51% of the stock) is in effect the de facto parent company of the firm, having overriding material influence over the held company's operations, even if no formal full takeover has been enacted. Once a full takeover or purchase is enacted, then the held company is seen to have ceased to operate as an independent entity and become a trading subsidiary of the purchasing company, which in turn becomes the parent company of the subsidiary. (A holding below 50% could be sufficient to give a parent company material influence if they are the largest individual shareholder or if they are placed in control of the running of the operation by non-operational shareholders.)

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I think you were there on the night, but I believe the question was asked at the last meeting (the one intended mainly as a sign-up session for new members) by our chairman Alastair Colquhoun and he had said that Chris Stewart replied saying they would 'look into it' as it may be something they need to think about.

For what it's worth, personally speaking I'd think even in the event that the resolutions are passed in full (which I doubt btw) it's extremely unlikely to have an affect but you can never be too careful when talking about the future of the club. It wasn't really a factor in SMiSA stepping back though as this has come about some time after the vote was requested from the members.

I think it was a combination of Alastair "dead against it no matter what" Colquhoun and Wullie Bell. At that point I wasn't aware of the resolutions as wasn't following the scumgers situation as obsessively as bluto. So some of the blah, blah meant little to me at the time. However, I beleive that REA was saying that due to the nature of the CIC and the very definite line between the two seperate companies the rules were not likely to apply....he asked Chris to follow up on it. So that is fairly accurate. Like I said in relation to the definition of "group undertaking" it is well worth getting clarification if this is a major conern for you personally. For me, I just can't envisage a situation where it would come to that. If it was a traditional sale / ownership I believe the risk would certainly be there.

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In the eyes of the spl and company law the cic will be the parent company of SMFC, thats what happens when one company owns the majority of another. see below.

United Kingdom

In the UK it is generally held that an organisation holding a "controlling stake" in a company (a holding of over 51% of the stock) is in effect the de facto parent company of the firm, having overriding material influence over the held company's operations, even if no formal full takeover has been enacted. Once a full takeover or purchase is enacted, then the held company is seen to have ceased to operate as an independent entity and become a trading subsidiary of the purchasing company, which in turn becomes the parent company of the subsidiary. (A holding below 50% could be sufficient to give a parent company material influence if they are the largest individual shareholder or if they are placed in control of the running of the operation by non-operational shareholders.)

I could have quoted wiki.

But company law prevents a 52% majority shareholding being able to run roughshod over the remaining shareholders. The 52% (CiC) would have a controlling interest and be able to push through any vote at AGM’s or EGM’s.

However under Company Law they still have restrictions without the agreement of some or all of the remaining shareholders. Check out shareholder rules in companies house.

They would be the controlling interest in the club. But you have not demonstrated what the SPL rules state about this

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Guest somner9

I could have quoted wiki.

But company law prevents a 52% majority shareholding being able to run roughshod over the remaining shareholders. The 52% (CiC) would have a controlling interest and be able to push through any vote at AGM’s or EGM’s.

However under Company Law they still have restrictions without the agreement of some or all of the remaining shareholders. Check out shareholder rules in companies house.

They would be the controlling interest in the club. But you have not demonstrated what the SPL rules state about this

The spl as you may have heard will hammer any newco. if the cic became insolvent any company taking over would be a newco.

re the shareholding voting rights etc, they don't come into it once an organisation owns 51% or more. yes as 10000 hours have said they will grant the 48% One place on the board. but obviously that won't enable to vote for softer loo roll.

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In the eyes of the spl and company law the cic will be the parent company of SMFC, thats what happens when one company owns the majority of another. see below.

United Kingdom

In the UK it is generally held that an organisation holding a "controlling stake" in a company (a holding of over 51% of the stock) is in effect the de facto parent company of the firm, having overriding material influence over the held company's operations, even if no formal full takeover has been enacted. Once a full takeover or purchase is enacted, then the held company is seen to have ceased to operate as an independent entity and become a trading subsidiary of the purchasing company, which in turn becomes the parent company of the subsidiary. (A holding below 50% could be sufficient to give a parent company material influence if they are the largest individual shareholder or if they are placed in control of the running of the operation by non-operational shareholders.)

Trial by wikipedia. lol.gif

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It's just a fact of company law that the organisation proposing to take over 52% of smfc failed to consider.

somner9 I studied a wee bit of law at GU. It is never as simple as that. I already know that there are issues in the definition of a parent company based on the nature of the shares themselves rather than just the percentage. The relationship between the seperate companies also plays a part in it. There are also differences in Scots Law on the interpretations of the companies act. It is the reason why company lawyers exist. I would look into it further; however as I have already pointed out I just don;t envisage a situation where we would need to trouble ourselves about it.

Your simplistic drowning man grab at soundbites in wikipedia do you no favours. jerry.gif

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Oh Siddely the truth of this matter seems to be dragging you down, just as my like points continue to grow. The peeps aren't behind you on this, they want to know a definite on the implications of the Cic's debt pulling down the club.

To help you ease your pain I've attached a wee quote from a geezer who dealt with things.

"The truth is incontrovertible. Malice may attack it, ignorance may deride it, but in the end, there it is." W. Churchill (not the Oooh-Yeess one)

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