Jordanhill Jag Posted November 30, 2019 Report Share Posted November 30, 2019 (edited) 1 hour ago, Springburnjag said: Correct.....cue lecture on fiduciary responsibilities of directors This from the person who was asking how Many Directors go to Prison on H&S Compliance Failures I dont determine the concept of fiduciary responsibilities of directors - the Companies Act does that - thats the Law in which Companies operate under - now if your suggesting Directors should ignore it - or it doesnt really apply to Partick Thistle - go ahead - if your suggesting that someone has to go to Court to enforce it - No you dont - so the Club as its always done way back to when Jim Oliver was "Majority Shareholder " operates within the Rules - thats it - No Grey Areas - No "Shadows" within the Rules And you can argue until Hell Freezes over about "how it works in reality " well it doesn't - it operates within the Rules Because to not operate within them creates a scenario where no one knows who is running the place - that means a mess -that means things like H&S - Finances etc etc run the danger of No one quite knowing who is doing what - so you operate within the rules & all aspects of the Club - Trusts etc follow Corporate Governance - if anyone is struggling as to what the rules are - we have a Lawyer CEO who can explain them in simple terms Edited November 30, 2019 by Jordanhill Jag Quote Link to comment Share on other sites More sharing options...
jlsarmy Posted November 30, 2019 Report Share Posted November 30, 2019 4 minutes ago, Jordanhill Jag said: Ok well couple of things - my Shares were purchased at the time of STJ - I spent £2000 on them whilst not a massive amount of cash at the time I had a Young Family and had just started a business - the money was hard earned and it was a reasonable chunk - but I put it ion willingly and expected nothing back in any shape or form -this story can be repeated for numerous small Shareholders - so I couldnt care less - he is a Shareholder - The Directors serve ALL Shareholders to attempt to demean those of us who have stepped up over a long number of Years contributing and working for the Club is frankly disgraceful If Colin weir is deciding then having a Board or Directors or a Steering Group is a complete waste of time as he will "decide" anyway - so which one do you want it to be - a Sham of a Working Group and a Board doing as there told - or a Board and a Working Group Serving all Shareholders and Fans and doing what they believe to be the right thing and be prepared to walk away or be sacked - you cant get both so stop repeating he is a Majority Shareholder ( in your favour at least the narrative of "Owner" has stopped ) I’m not demeaning you , I’m only pointing out as a a majority shareholder within the Club that Colin Weir undoubtedly will be key to the direction that the Club moves in as you would expect from the Shareholding he’s acquired. Did you Google majority shareholder? Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 30, 2019 Report Share Posted November 30, 2019 4 minutes ago, Jordanhill Jag said: This from the person who was asking how Many Directors go to Prison on H&S Compliance Failures I dont determine the concept of fiduciary responsibilities of directors - the Companies Act does that - thats the Law in which Companies operate under - now if your suggesting Directors should ignore it - or it doesnt really apply to Partick Thistle - go ahead - if your suggesting that someone has to go to Court to enforce it - No you dont - so the Club as its always done way back to when Jim Oliver was "Majority Shareholder " operates within the Rules - thats it - No Grey Areas - No "Shadows" within the Rules And you can argue until Hell Freezes over about "how it works in reality " well it doesn't - it operates within the Rules Because to not operate within them creates a scenario where no one knows who is running the place - that means a mess -that means things like H&S - Finances etc etc run the danger of No one quite knowing who is doing what - so you operate within the rules & all aspects of the Club - Trusts etc follow Corporate Governance - if anyone is struggling as to what the rules are - we have a Lawyer CEO who can explain them in simple terms And you didn’t disappoint...... since I’m a company director and have been for many years I think I know how it works .....thanks Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted November 30, 2019 Report Share Posted November 30, 2019 2 minutes ago, jlsarmy said: I’m not demeaning you , I’m only pointing out as a a majority shareholder within the Club that Colin Weir undoubtedly will be key to the direction that the Club moves in as you would expect from the Shareholding he’s acquired. Did you Google majority shareholder? I didnt need to I understand the position - however the difference is between Direction and Decision plus responsibility and as we Im sure both accept all decisions are made by the Board - Not the Majority Shareholder - they are discussed voted and minuted - if the Majority Shareholder doesnt like them they can remove the Directors But so we are clear Majority Shareholder- does not remove Authority or Decision making outwith the Board And you are demeaning small shareholders - we have been around a long time - our rights remain Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted November 30, 2019 Report Share Posted November 30, 2019 2 minutes ago, Springburnjag said: And you didn’t disappoint...... since I’m a company director and have been for many years I think I know how it works .....thanks Fine - then you know the Rules ............ Quote Link to comment Share on other sites More sharing options...
jlsarmy Posted November 30, 2019 Report Share Posted November 30, 2019 2 minutes ago, Jordanhill Jag said: I didnt need to I understand the position - however the difference is between Direction and Decision plus responsibility and as we Im sure both accept all decisions are made by the Board - Not the Majority Shareholder - they are discussed voted and minuted - if the Majority Shareholder doesnt like them they can remove the Directors But so we are clear Majority Shareholder- does not remove Authority or Decision making outwith the Board And you are demeaning small shareholders - we have been around a long time - our rights remain I would imagine the current BOD will be on the same wavelength as Colin Weir or they probably wouldn’t be there in the first place . Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 30, 2019 Report Share Posted November 30, 2019 Just now, Jordanhill Jag said: Fine - then you know the Rules ............ And I know some rules are general and some are specific and that there can be as a result different interpretations as to whether a particular decision or course of action is complaint with said rules(s) .....it’s not all black and white and for good reason Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted November 30, 2019 Report Share Posted November 30, 2019 4 minutes ago, Springburnjag said: And I know some rules are general and some are specific and that there can be as a result different interpretations as to whether a particular decision or course of action is complaint with said rules(s) .....it’s not all black and white and for good reason But the one rule thats specific is that the Directors are responsible - below them employees who take directions from Directors and its Directors who are accountable - so they have to take the decisions - and they represent all Shareholders Otherwise there is no point in having a Board of Directors Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted November 30, 2019 Report Share Posted November 30, 2019 8 minutes ago, jlsarmy said: I would imagine the current BOD will be on the same wavelength as Colin Weir or they probably wouldn’t be there in the first place . Your most probably Right but we have Three who are there to represent the Fans - and I would expect them to represent the Fans Views first & foremost ....... Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 30, 2019 Report Share Posted November 30, 2019 Just now, Jordanhill Jag said: But the one rule thats specific is that the Directors are responsible - below them employees who take directions from Directors and its Directors who are accountable - so they have to take the decisions - and they represent all Shareholders Otherwise there is no point in having a Board of Directors Yes directors are responsible but in reality whilst directors have a responsibility to act in the interests of all shareholders proving they are not doing so is not black and white and can be difficult to establish Quote Link to comment Share on other sites More sharing options...
Norgethistle Posted November 30, 2019 Report Share Posted November 30, 2019 1 minute ago, Springburnjag said: Yes directors are responsible but in reality whilst directors have a responsibility to act in the interests of all shareholders proving they are not doing so is not black and white and can be difficult to establish Not if other shareholders can demonstrate evidence towards the authorities, this is why AGM’s , EGM’s and board meetings are minuted Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 30, 2019 Report Share Posted November 30, 2019 Just now, Norgethistle said: Not if other shareholders can demonstrate evidence towards the authorities, this is why AGM’s , EGM’s and board meetings are minuted I did say difficult to establish not impossible ....it’s a general rule that requires specific interpretation Quote Link to comment Share on other sites More sharing options...
Norgethistle Posted November 30, 2019 Report Share Posted November 30, 2019 2 minutes ago, Springburnjag said: I did say difficult to establish not impossible ....it’s a general rule that requires specific interpretation Easier than you would think in this digital age of emails, WhatsApp groups and mobile phone pictures Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted November 30, 2019 Report Share Posted November 30, 2019 1 minute ago, Springburnjag said: Yes directors are responsible but in reality whilst directors have a responsibility to act in the interests of all shareholders proving they are not doing so is not black and white and can be difficult to establish Possibly - but given there are a lot of small Shareholders -who put there hard earned cash into the Club and have the same rights ( apart from not having the shares to have a Majority ) a responsible Board would ensure all Shareholders are taken into account - as they are Fans and the Lifeblood of the Club - ignoring them is ignoring the Fans and thats not a good idea Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 30, 2019 Report Share Posted November 30, 2019 1 minute ago, Norgethistle said: Easier than you would think in this digital age of emails, WhatsApp groups and mobile phone pictures It won’t necessarily be about finding evidence - the facts may not even be in dispute - but about the interpretation of a course of action as I said not necessarily black and white Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 30, 2019 Report Share Posted November 30, 2019 2 minutes ago, Jordanhill Jag said: Possibly - but given there are a lot of small Shareholders -who put there hard earned cash into the Club and have the same rights ( apart from not having the shares to have a Majority ) a responsible Board would ensure all Shareholders are taken into account - as they are Fans and the Lifeblood of the Club - ignoring them is ignoring the Fans and thats not a good idea I wouldnt disagree with that and you would hope any disagreement would be resolved internally Quote Link to comment Share on other sites More sharing options...
Norgethistle Posted November 30, 2019 Report Share Posted November 30, 2019 5 minutes ago, Springburnjag said: It won’t necessarily be about finding evidence - the facts may not even be in dispute - but about the interpretation of a course of action as I said not necessarily black and white We’re not talking about a small shareholder taking on a multinational corporation who lawyer up via tiers and tiers of levels. On our level small shareholders are looked at very favorable by the authorities Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 30, 2019 Report Share Posted November 30, 2019 2 minutes ago, Norgethistle said: We’re not talking about a small shareholder taking on a multinational corporation who lawyer up via tiers and tiers of levels. On our level small shareholders are looked at very favorable by the authorities I never said we were nor was I implying the situation you outline Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted November 30, 2019 Report Share Posted November 30, 2019 Just now, Springburnjag said: I wouldnt disagree with that and you would hope any disagreement would be resolved internally It very much depends - small shareholders like myself made major sacrifices at the time of Save The Jags and quite literally the Fans Bankrolled the Club - whilst my £2000 isnt anywhere near our Major Shareholders contribution- it was money that could have been spent elsewhere in my Family Budget and I worked hard for it as most Small Shareholders did - but as a Third Generation Fan - who wanted a Club that my Kids could support- I gave willingly and without question Any Board who ignores that is wrong - and in all my Years as a Fan- even when Jim Oliver was Majority Shareholder - the rules and the Small Shareholders have always been paramount - we also have the Jags Trust - a not so small shareholder who seem to be out of the loop - but they hold 7% on behalf of the Fans So complicated - Yes - but Im sure the Board are going to run the Club as required and make the correct decisions Quote Link to comment Share on other sites More sharing options...
Norgethistle Posted November 30, 2019 Report Share Posted November 30, 2019 1 minute ago, Springburnjag said: I never said we were nor was I implying the situation you outline It is based purely on evidence against companies law, it’s not interpretation, there are AQOP’s and streams of case law covering every situation you could think of Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 30, 2019 Report Share Posted November 30, 2019 2 minutes ago, Jordanhill Jag said: It very much depends - small shareholders like myself made major sacrifices at the time of Save The Jags and quite literally the Fans Bankrolled the Club - whilst my £2000 isnt anywhere near our Major Shareholders contribution- it was money that could have been spent elsewhere in my Family Budget and I worked hard for it as most Small Shareholders did - but as a Third Generation Fan - who wanted a Club that my Kids could support- I gave willingly and without question Any Board who ignores that is wrong - and in all my Years as a Fan- even when Jim Oliver was Majority Shareholder - the rules and the Small Shareholders have always been paramount - we also have the Jags Trust - a not so small shareholder who seem to be out of the loop - but they hold 7% on behalf of the Fans So complicated - Yes - but Im sure the Board are going to run the Club as required and make the correct decisions I’m sure they will too Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 30, 2019 Report Share Posted November 30, 2019 2 minutes ago, Norgethistle said: It is based purely on evidence against companies law, it’s not interpretation, there are AQOP’s and streams of case law covering every situation you could think of Of course there are but is a dispute not often about interpretation of facts Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted November 30, 2019 Report Share Posted November 30, 2019 13 minutes ago, Springburnjag said: Of course there are but is a dispute not often about interpretation of facts Always - but there are also various protections that safegaurd the position of small shareholders and fortunately these options avoid them having to try and fund a costly legal process - the reason being is that most shareholdings in a Company are small and have to be protected otherwise no one would invest and as stated it will always protect the small shareholder and there rights So talk of defacto ownership etc by Majority Shareholding there are still 45% of the shares to be factored in - once you get to 75% ownership then small shareholders have no rights but 55% thats just a majority - yes direction etc etc can be given but it ends there - its not Ownership- nd a Board has to take that into account Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 30, 2019 Report Share Posted November 30, 2019 1 minute ago, Jordanhill Jag said: Always - but there are also various protections that safegaurd the position of small shareholders and fortunately these options avoid them having to try and fund a costly legal process - the reason being is that most shareholdings in a Company are small and have to be protected otherwise no one would invest and as stated it will always protect the small shareholder and there rights So talk of defacto ownership etc by Majority Shareholding there are still 45% of the shares to be factored in - once you get to 75% ownership then small shareholders have no rights but 55% thats just a majority - yes direction etc etc can be given but it ends there - its not Ownership- nd a Board has to take that into account And of course if Colin weir gives his shares to the PTFC trust they may well have 75% Quote Link to comment Share on other sites More sharing options...
Garscube Road End Posted November 30, 2019 Report Share Posted November 30, 2019 3 minutes ago, Springburnjag said: And of course if Colin weir gives his shares to the PTFC trust they may well have 75% IF? I thought that was a certainty? Quote Link to comment Share on other sites More sharing options...
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