SPFL Season declaration challenged legally (ongoing discussion)

[der Berliner 3,744]

Quote

In an open letter sent to clubs McLennan said: "Hearts, Rangers and Stranraer, as more than 5 per cent of the membership, are together entitled to call for an EGM to consider their resolution.

"That is their right under SPFL articles and company law.

"Accordingly, on Monday evening, the SPFL issued notice of an EGM, which will be held at 11am on Tuesday 12 May by Zoom video conference.

"Eight of the nine members of your board of directors believe the demand for such an open-ended, hugely time consuming and expensive investigation, carried out by a senior QC, to be wholly unnecessary, inappropriate and contrary to the interests of the company."

He wrote: "When the forensic investigation team at Deloitte completed its work, its report included nothing whatsoever to suggest any improper behaviour or impropriety by anyone.

"As your independent, non-executive chairman, I am entirely satisfied with the rigorous process that your board undertook in putting the SPFL directors written resolution to members. It was the product of several weeks of intensive work – using the best medical, scientific, governmental and legal advice to devise a way forward for the game in an unprecedented set of circumstances.

"Ultimately however, it is for you, the member clubs of the SPFL, to decide whether you wish the time of our staff and board members, and your money, to be spent on the exercise now sought by Hearts, Rangers and Stranraer, without Rangers having made available to the company or to SPFL clubs any of the evidence which they claim is in their possession.

"You are now being invited, by each of them, to commit the SPFL Limited to uncapped expenditure on an investigation, without defined boundaries, into the SPFL board and its executive team, as well as a range of matters related to a resolution which achieved a 80 per cent plus agreed return.

"All at a time when we have had no detail or evidence whatsoever of what it is the directors, appointed by you, and our senior employees are alleged to have done ‘wrong’.

"If Rangers had been prepared to make available this alleged evidence, then the investigation could have considered that material and could have directly addressed the issue(s) which are said to be causing that club so much apparent concern.

"At this hugely challenging time, distractions, scapegoating and sideshows are our enemy. We currently have a very small executive team comprising only five senior members of staff who are working tirelessly in the interests of Scottish football. Two of them are the subject of unexplained calls for their suspension.

"I therefore sincerely hope that I and your board of directors can rely on your support so that we can be allowed to focus completely on helping all clubs survive the crisis caused by Covid-19, rather than spending extensive and unproductive time and expense on rebutting unknown allegations against directors and long-standing and hard-working members of the SPFL team."

Maclennan's open letter to all clubs (via FF)

 

Honestly, words start to fail me reading this stuff and how these creatures think they can manipulate public and chairmen opinions with strraight faced lies, half-truths and innuendo. Not least when about a dozen journos and reports have revealed information to the contrary.

 

[Gaffer 1,665]

I'm beginning to realise the SPFL is definitely hiding something.  These statements are blatantly desperate and surely everyone sees this.  If I was the board and I had nothing to hide I'd sit back and allow Rangers to present their findings first, and then respond.  This is utterly bizarre behaviour however and it's incredibly suspicious.

 

Equally, as a CEO I'd be utterly embarrassed that others are making statements about the organisation I lead.  Where is Doncaster in all of this?  It becomes even more ridiculous by the day ... and we have these guys running our game?!?!?  It's just beyond a joke now.

[26th of foot 6,082]

We should all thank Shifty McGifty for confirming :

 

1. Arrogance.

 

2. Spite.

 

I love his immediate conformity at the end of the 10th paragraph, "which are said to be causing THAT club so much apparent concern". Echoing PQ 's Tom English and his immediate reaction to Gregory Campbell MP appearing on Spostsound, "why was THAT man allowed on the show"?

 

Shifty McGifty, Chair of We don't care what the animals say, sing it loud and sing it proud.

[Uilleam 5,939]

I have some sympathy with the SPFL Board, and its hired help. 

 

It must be incredibly difficult to deal with the Coronavirus/Covid -19 while a wave of chronic diarrhoea sweeps mercilessly through the ranks: dry cough and  wet farts are no laughing matter..... No, really....

[Uilleam 5,939]

Oh, here's Shifty McGifty's Question and Answer Session (in full, apparently, well there's no fool, etc)

The toilet breaks have been edited out.

 

Not exactly 'University Challenge', dare I say more 'Pointless'?

 

 

SPFL: Chairman Murdoch MacLennan's Q&A in full

2 hours ago

 

SPFL chairman Murdoch MacLennan has released a Q&A to "address various accusations" made since the decision to vote on ending the lower-league season.

Here is that document in full...

Rangers say there was "bullying and coercion" towards clubs to get them to vote yes

I have been provided with no evidence whatsoever that any club has been bullied or coerced.

The SPFL Board is here to enact the will of the clubs - and since 81% of you voted in favour of the directors written resolution, you have given a clear endorsement of the Board's position. The silent majority have overwhelmingly carried the day. Other people may be more vocal, but care should be taken to consider their motives.

If Rangers or any other club genuinely believes that it has been bullied by any member of the SPFL team, it has a duty to report that to me, as Chairman of the Board of the SPFL. I will then investigate any such allegations fully and thoroughly.

In the absence of any such report, those alleging "bullying and coercion" risk bringing the game into disrepute and sowing further unnecessary division.

 

Why couldn't loans be paid instead?

The suggestion of issuing loans is a red herring. Loans have been made by the League to individual Members in the past, but not for many years - and only where the Board was able to satisfy itself that making a loan was in the best interests of the League as a whole.

The last loan made by the SPL was more than seven years ago, in unique circumstances to a single Member, secured against a personal guarantee given by a wealthy supporter.

Previously, a loan had been made to Gretna (in administration), to enable it to complete its SPL fixtures at the end of a Season. The club was ultimately liquidated; the loan was never fully repaid; and all of the other clubs lost fee payments as a result. This demonstrates the fundamental problems with loans to clubs.

It is difficult to see how the making of loans to multiple clubs could have been authorised legitimately by the Board while fulfilling simultaneously their duties as Directors to the Company. In the current, extremely challenging circumstance with clubs facing huge financial difficulties, lending money to potentially every senior club in the country was never a realistic or timely solution. Each club seeking a loan would need to be subject to a due diligence examination of its ability to repay, the viability of whatever security was being offered, and what interest should be sought based on each club's individual profile.

That is why the only realistic, timely way of getting money out to clubs was as fee payments, based on clubs' end of Season entitlements and which did not depend on future performance or ability to repay, which is what the directors written resolution achieved.

Did the SPFL "obstruct [the Rangers] resolution" as has been claimed?

No. The SPFL Board had independent legal advice from a QC that the Rangers resolution (on loans) was not effective, and if the Board agreed with that advice, then it should not be circulated to clubs. Company Law requires that the Board should not circulate a members written resolution where the Board considers that it will be "ineffective". This is not something about which the Board has any discretion.

Was enough information made available to clubs?

The Board had to read through literally hundreds of pages of information in the weeks before the resolution and accompanying briefing notes were sent to clubs. It would not have been appropriate to send this excessive information to clubs. Instead a summary document, 15 pages long, was sent to clubs, containing all key information. I am entirely satisfied that clubs received sufficient information to enable them to make an informed decision on the directors written resolution.

In the ordinary course of events, we would have called an Extraordinary General Meeting at Hampden Park for all clubs to debate the resolution and vote on a show of hands. However, with the lockdown in place, the Board did not have this option available and instead used a directors written resolution procedure.

This allowed clubs up to 28 days to indicate their agreement with the resolution. In retrospect, perhaps we should not have urged clubs to get their responses to us by Good Friday, but instead have asked for responses by a date during the following week. It would clearly not have been appropriate, in view of the urgency of the circumstances for many clubs, to have waited the full 28 days for responses.

We should also bear in mind, that, by the time the resolution was circulated to Members, it had been almost four weeks since the suspension of all football in Scotland. Many lower league clubs were crying out for clarity, an end to the season and payment of fees. Had we waited much longer, the Board judged that clubs would face a financial crisis and start to go under.

As a result of all the above, the SPFL Board took the view that a line needed to be drawn under the Ladbrokes Championship, League 1 and League 2. The legal briefing note discussed the hugely damaging consequences of attempting to 'void' the season and set out a range of options for determining final league placings. The view of the Board was that 'points per game' was the fairest way of ranking clubs when clubs had played different numbers of matches.

There is always a balance to be struck between giving clubs enough detail, but not overloading them with excessive information. I am comfortable that an appropriate balance was struck, which gave all clubs sufficient detail to make an informed decision on the resolution.

Very few clubs have expressed the view that insufficient information was provided. There is no mechanism in a directors written resolution procedure for there to be alternative resolutions proposed. Members either agree with a resolution put to each of them or they do not, and although Members were asked to state a position by 5pm on the Friday, every club was told in writing that it could, if it wished, take the full 28 days in which to respond to agree or otherwise.

How did the events of Good Friday unfold? What was the timeline of how the SPFL came to understand how clubs would be returning?

At the time of the 5pm Board meeting on Good Friday, the SPFL had received 38 returns from clubs. One further return came in during the meeting, which meant that the following returns had been received:

Ladbrokes Premiership: 10 in favour, 1 against (one outstanding)

Ladbrokes Championship: 7 in favour, 2 against (one outstanding)

Ladbrokes League 1 & League 2: 16 in favour, 3 against (one outstanding)

This meant that the one outstanding Ladbrokes Championship return was key to the adoption or rejection of the resolution.

Only later that night did it transpire that Dundee FC had attempted to submit a 'reject' return at 4.48pm. It was stopped in an email quarantine system operated by an IT company used by the SPFL through the Scottish FA to run the SPFL's email systems. It was only at 8.55pm that day that the Dundee FC return was released from quarantine and received by Iain Blair. In the meantime, at 6pm, the Dundee FC club secretary had sent a text to Iain Blair saying: "Iain I understand John [Nelms] has spoken to Neil [Doncaster]. Please do not consider our vote as cast, at the present time."

Eventually, on 15 April, Dundee FC submitted a return in favour of the resolution.

The above events from 10 to 15 April have been confirmed by Deloitte's independent investigation, which found no evidence of any improper behaviour or impropriety by any member of SPFL staff in connection with the Dundee FC return.

The legal advice we received was that Dundee FC were entitled to change their mind and to submit a second return in favour of the resolution and that the SPFL Board should accept that as a valid return.

Clearly, nobody knows how clubs are going to vote until they actually vote. All we could do was present the facts and enable the clubs to make up their own minds.

It's clear that some clubs were discussing matters amongst themselves and that is entirely their prerogative, but where we ended up was an overwhelming vote in favour of ending the Season immediately in the lower three Divisions, which enabled us to give the clubs the fee payments to which they were entitled and so desperately needed. It is easy to forget that reality when a small minority of clubs are complaining vocally and grabbing the headlines.

The Board's decision, consistent with the QC's advice it had received, was to proceed on the basis of Dundee FC's clearly expressed agreement with the resolution and the overwhelming agreement of all three voting sections. A small minority of clubs may have wanted a different outcome, but the Board was fully entitled, and can hardly be criticised, for accepting the view of the overwhelming majority in favour of acceptance.

Why did the SPFL publish the vote results shortly after 5pm on the Friday when not every club had voted?

As set out above, Iain Blair reported to the Board at its 5pm meeting the 39 votes that had been received. It was clear to the Board at that point that the outstanding return from Dundee FC was key to the adoption or rejection of the resolution.

Imagine the furore if we'd refused to give any update on how voting had gone. I know that the League's PR team received numerous calls from journalists in the minutes after 5pm, desperate for an update on the voting. If we hadn't published those numbers we would have been accused of unwarranted secrecy. We were simply being open and transparent. The only alternative, not knowing when Dundee FC would return, would have been to tell everyone, all 42 clubs and the media included, that there would be nothing said until all 42 had returned or the 28 days had expired. Given the urgency of the situation for some clubs and that we did not know when the outstanding three returns would, if ever, be made, the Board judged silence to be untenable.

At no point in the SPFL's press releases, did the SPFL suggest it was Dundee FC who hadn't yet submitted a return.

There is no prohibition in the Articles of the SPFL, or in Company Law, on the Board of a company providing information on returns made to date and the terms of such returns, during the 28 day returns period. The Board was, after all, reporting on the returns to date on its directors written resolution.

Dundee FC's about-turn took everyone by surprise and the events that followed made them king-makers. Did you or any Board members speak to John Nelms before 5pm on Friday? Did you or any Board members speak to him over the weekend or up until the moment Dundee FC's final return was made?

We spoke to all 42 clubs by video conference on the day the resolution was sent out. Subsequently, many calls were made between the SPFL Chief Executive and clubs, and between clubs themselves at all levels of the game, between Wednesday 8 April and Wednesday 15 April, when Dundee FC finally submitted their return to adopt the resolution. This is entirely normal practice and mirrored previous important votes that the SPFL (and SPL before it) has held. The vote on the merger of the leagues in 2013 was such an example.

There are always robust discussions between clubs on important and controversial matters - you'll remember Stewart Milne of Aberdeen and Stewart Gilmour of St Mirren having a very public falling out about one league reconstruction vote.

Did the SPFL offer Dundee anything as a sweetener to get this resolution over the line? It is being said that reconstruction is only being discussed now because Dundee FC got the Board to commit to it.

No, the restructuring process that is happening now is precisely the one that the Board had committed to in the legal briefing document sent out to Members with the directors written resolution on 8 April.

A number of clubs wanted commitments that went beyond those set out in the legal briefing document sent to all Members. But at no stage was any additional commitment or 'sweetener' given to any club before it voted.

The Board were accused of presenting only one option to member clubs and suggested that the linking of fee payments to the curtailment of the season unduly influenced the decision-making process. Do you accept that?

I accept that the resolution was the only realistic option available. It is revealing that, other than the deeply flawed suggestion about issuing loans, no-one has come forward with any alternative plan in the three weeks since the resolution was sent out to clubs.

The suggestion that there was a link between fee payments being made and the League placings being finalised is correct. That is because the basis for fee payments to clubs is set out in the SPFL's Articles and is entirely based on League placings. To suggest that this was the SPFL Board creating "undue influence" is therefore entirely wide of the mark. All Members have either received or will, subject to any changes in circumstances, receive the fee payment to which each is entitled in terms of the Articles.

The Board was acting in the best interests of Scottish football as a whole. We took detailed legal advice, which will absolutely stand up to scrutiny, and acted consistently with that advice on all occasions. When we as a Board receive criticism for our actions and decisions, some consideration must be given to the motives underlying that criticism coming from specific clubs. Although completely unfounded, this response is perhaps understandable considering what is at stake. However, we as a Board have to act in the best interests of the Company and the entire League, and that is what I believe we have done.

Should Board members be pursuing clubs to lobby them in favour of the resolution? Should it not be left to the clubs to decide independently?

You would be amazed at the number of clubs who contacted Board members to seek guidance and clarification on the situation prior to the returns being made and that's entirely appropriate. I see nothing wrong whatsoever with Board members seeking to persuade clubs to "adopt" a resolution that the vast majority of Board members consider to be in the best interests of the League as a whole.

I know that Board members spoke with a variety of clubs and explained the facts to them. However, it was entirely up to them to make the final decision, and personally I have no doubt they made the correct one in the interests of the Company and League as a whole.

Partick Thistle spoke of this decision causing "significant damage to Thistle and others". If reconstruction doesn't happen, what then? Because it will inevitably lead to financial problems and job losses for relegated clubs.

We have to remember that the league is a sporting competition. Each year we have promotion and championship wins for successful clubs, and regrettably relegation for the unsuccessful. In these unique circumstances, where remaining fixtures simply cannot be played, a solution needed to be found to draw a line under the season and to make final fee payments to clubs.

That is what the directors written resolution achieved.

What would have caused major damage, not only to Partick Thistle, but to clubs the length and breadth of the country, would have been to 'kick the can down the road', deny the funds to clubs that were literally on their knees and watch possibly dozens of them going to the wall.

This was an impossible situation not of our making and it is extremely disappointing to witness clubs with a very specific agenda criticising us for acting in the best interests of the game as a whole.

What other options did the Board look at? What other ways were explored to get cash in the pockets of clubs now?

There were simply no other viable options. We've already talked about loans. It is clear, that in the absence of any suggested alternative ways of providing money to clubs, no other practical and realistic way exists.

Did the Board get "in too deep" here and put themselves in so much of a corner they felt they had to stick by the resolution and try and get it through?

No, the Board took extensive legal advice from a QC and put forward a resolution that curtailed the Ladbrokes Championship, League 1 and League 2, to get fee payments out to clubs immediately, and allowed for a decision to be made later in respect of the Ladbrokes Premiership.

No-one else has come up with any alternative plan.

Can you in good conscience say that this is 100% the best way for Scottish football?

We acted firmly in the best interests of all member clubs. We had many sleepless nights, many long discussions, and endured considerable stress on how to find a solution that protected clubs and jobs as much as possible - all of this in a period of unprecedented uncertainty over when the industry can get back to work.

In the weeks and months to come when all this is over, I've no doubt that people will see we did the right thing at the right time for the right reasons.

The Board largely consists of club representatives. Were Board members able to leave their own situations at the door when it came to discussing how to move forward?

The SPFL Board is there to look after the best interests of the game as a whole. That's our duty and I firmly believe we have fulfilled it to the letter. While journalists, pundits and those who voted to reject the resolution have the luxury of criticism without responsibility, the SPFL Board has a duty to act.

I am firmly convinced that the SPFL Board acted in the best interests of clubs overall.

Looking back, what would you have done differently?

In relation to the Dundee FC return, there was little, if anything, that we could have done differently. The situation was not of our making and Dundee FC are fully entitled to have a change of heart from reject to accept.

However, with the benefit of hindsight, we probably should have given clubs a few more days to respond to the directors written resolution. Also, in the press release issued on 15 April following approval of the resolution, we should have expressed concern and regret to Partick Thistle and Stranraer, who were sadly relegated by the resolution. That is one of the reasons why Neil Doncaster spoke to Jacqui Low and Iain Dougan the following day.

In summary, and as I hope I have now explained in detail, the resolution represented the only feasible way of drawing a line under Season 2019/20 in the lower Divisions and allowing substantial fee payments to be made to clubs, an action underlined by its overwhelming support from clubs in all Divisions.

 

https://www.bbc.co.uk/sport/football/52472021

Edited April 29, 2020 by Uilleam

[the gunslinger 3,366]

seems they have plenty of money for qc's when it suits them and by them i mean celtc. 

 

 

[MacK1950 2,376]

32 minutes ago, Uilleam said:

It is difficult to see how the making of loans to multiple clubs could have been authorised legitimately by the Board while fulfilling simultaneously their duties as Directors to the Company.

What Company does he refer to?.

[Uilleam 5,939]

10 minutes ago, MacK1950 said:

What Company does he refer to?.

SPFL Ltd. I think. 

[Gaffer 1,665]

His answer around the loans was ridiculous, suggesting they'd have to do due diligence to make sure they could repay the loan.  I imagine the conversation would go something like this ...

 

Club:  Can we get £50,000 please?

SPFL:  No, sorry we can't because we need to check that you can afford to repay it.

Club:  But its my money, can't I get it?

SPFL:  Yes of course you can get £50,000 but not as a loan.  We need to just give it to you.

Club:  I thought you were worried that I couldn't pay it back?

SPFL:  Yes, that was because it was a loan, but it's your money so we will just give it to you.

Club:  So you were worried about me defaulting on the loan, secured against my own money, but you're happy to just give me my money?

 

WHAT!?!?!

 

I showed this to some of the bankers I deal with.  They think this is hilarious, but that's because they don't support teams in Scotland and don't care about the idiots running our game.

[Bill 13,717]

1 hour ago, Uilleam said:

I have been provided with no evidence whatsoever that any club has been bullied or coerced.

The absence of evidence is not evidence of absence.