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Friday, 19 May 2017 11:20 Permalink

There has been an understandable tendency on this forum and elsewhere to conflate two separate issues: the quality of the footballing decisions made by the board and Huw Jenkins in particular on the one hand, and the process by which the club was sold to the Americans on the other. By conflating these issues it makes it easy for the apologists for the old board to argue exclusively about the merits of the footballing decisions and conveniently side-step the much more serious issues around the ethical conduct of the old board.

Focussing exclusively on the ethics of the club sale, some big decisions lie ahead for the Trust. They have previously indicated that they would wait until the end of the season before taking action - that time is now upon us. This thread on Planet Swans intimates that QC advice will be forthcoming soon on the key question of the legality of the original Shareholder's Agreement: [].

Without being privy to the discussions within the Trust I imagine that the ultimate goal of the Trust is to see a restitution of all the rights and entitlements that it had under the original Shareholders Agreement. It is also clear that the new owners will resist this - presumably because the original agreement conferred rights to the Trust that would significantly restrict the new owner's freedom to act as they see fit.

Where the Trust go from here will depend substantially on the strength of the case that they have, as advised by the QC that they've appointed. But, let's assume the worst case scenario - that they are advised that there is no prospect, or a weak one, of succeeding in any legal action against the previous owners, the new ones, or a combination of both. What then? In this eventuality the Trust's stake of just over 20% would have very little tangible value. The Trust would have a place on the board, but wouldn't be in a position to block any decisions taken by the Americans. At this point it would really make sense for the Trust to sell at least half of its holding. This would give the Trust the tangible pot of money it needs to fulfil it's main function - to be the saviour of last resort should the club get into difficulties. It makes sense to sell on a high, rather than hang on to the shareholding and see its value diminish massively should the club be relegated, or worse.

Assuming the best case scenario - that the Trust's case is rock solid., it still may be best for the Trust to sell some or all of its shares (my personal preference would be for a half sale, and retention of a place on the board). With a just over 20% shareholding, and no means of raising significant further funds, what effective power do the Trust have as it stands to contribute constructively to the club's future, as opposed to just obstructing the new owner's plans? I would urge the Trust to offer to sell half their shareholding, regardless of the advice they receive, but demand a premium over and above what the original sellers received, per share, to compensate the Trust for the diminution of their rights.

Should the new owners (or any combination of new and old) fail to offer a reasonable and fair settlement then they face being convicted in the court of fan opinion. That's where we come in. Let's be clear-headed here, and when the time comes, offer our unstinting support to the Trust to regain what was taken away or, alternatively, full and fair compensation for what they have lost.

As is clear from the responses of many on here, the old owners have suffered massive reputational damage already. So, if they have any regard for how they are perceived they will do their utmost to do the right thing by the Trust, and perhaps restore their tattered reputations in the process. We need to move on as a club - owners and supporters alike - and that can't be achieved by the owner's and their supporters maintaining the pretence that the Trust haven't been shafted. We, as fans, have an obligation to ensure that no airbrushing of this sordid episode in the club's history can be allowed to occur. Justice for the Trust.

Mike T Friday, 19 May 2017 11:49
Fair shout Wyn, I think this all revolves around the original shareholders agreement that one side says is not legally binding and the other side says it is.
If there is to be a court case then I think that the Trust would be foolish to play this out in the public domain but the public demand that it is and there in lies the problem, their tactics will be laid out for ALL to see

As we are now safe then I think the Americans are more than likely to make an offer for the 21% than if we had been relegated.

Mark (Jack) London Friday, 19 May 2017 12:15
Mike is right. Now we are safe, there is more chance of an offer coming in some description.

but Wyn, if the case is weak, then who do they sell to? Because the owners have no need to buy them in this situation.

If the case is strong, then, as the previous shareholders did to the Trust, then the shareholders agreement allows them the opportunity to buy shares on offer. my understanding is that Mel Nurse's sale to the Trust was blocked by this "agreement" , stopping the Trust gaining the 25% that made it bullet proof.

How much that would cost, and how long they would be given to find that money is unknown.

But it would also put the sellers in a very difficult position, because it may mean they have breached company law by doing this. So some money could be forthcoming from their action against the Trust in the form of damages. I don't know enough about the current company law, but it is not inconceivable.

But I think legal action is the last resort. This needs to be sorted as amicably as possible, to the benefit not just of the Trust but the club and the new owners. This going pear-shaped this summer will not help us at all.

Although a decent working relationship between new owners and the Trust seems to indicate a will for this to be resolved in the right way. And much credit needs to go to Stuart Mac for that.

Let's hope so.

Wyn Friday, 19 May 2017 13:03
I agree that with the club staying up, it substantially increases the chance of an amicable settlement. It's in everybody's interests to avoid a court case.

But my point is that even if the Trust's case is deemed weak from a legal perspective, from a moral one it most certainly isn't. You could say that I'm being naive in thinking that counts for anything - but it is very much in the reputational interest of board members, old and new, and the commercial interests of the new owners that matters are settled properly - and are seen to be settled properly.

The fans do matter - and if the club is embroiled in a legal conflict this can only be bad for the way the club is perceived by the fanbase and prospective commercial partners. You only have to look down the road to see the lasting damage that the red shirt fiasco has wrought on the Cardiff brand.

As fans we matter, and if the time comes we need to make sure we give the Trust any backing they call for.

Ds Friday, 19 May 2017 13:43
Mark. Reference mels shares your understanding is wrong but convenient in agenda.. Firstly the trust had no money at that time to buy any shares. Secondly and this is very important. There was a gentlemans agreement between shareholders that should one wish to sell ( could be becasue of ill health, death etc ) then the club, if allowable through company law, would look to facilitate that via a share buy back. The amount paid per share was dependent on what league we were in. When the club reached the premier league mel decided, due to his wife not be very well, to sell his shares. The club then bought them. It is a simple as that. No skullduggery on anyones part which will annoy some on ps no doubt.

nookiejack Friday, 19 May 2017 23:20
If the Trust is going to sell half its stake - I would prefer that it sells its stake down to 5% allowing it to retain the Supporters Director on the Board.

I can't believe the Trust has any current operational responsibility for the running of the club nor for football matters in choosing players or managers.

It can provide a feedback loop to the Yanks to communicate the issues that the supporters are facing, at any one time.

The Trust can do this with a 5% stake it doesn't need a 10% stake to do this.

With the sale of 16% of its current 21% stake (leaving 5%) the Trust can guarantee professional football in Swansea for decades to come - should the club go into a dowered spiral. Which it came very close to over the last few weeks.

tumble jack Friday, 19 May 2017 23:47
the trust should sell all its stake to stan the man, it will give the yanks something to worry about, he can blow them out of the water if he wants to, just hoping,

nookiejack Saturday, 20 May 2017 00:01
That sounds fantastic.

The Trust banks £20m for a rainy day leaving it with 5% stake and therefore a seat on the Board.

Stan the Man takes us to the next level.

If Stan the Man gets bored in years to come - the Trust have the safety net of £20m to guarantee professional football in Swansea for decades to come.
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