Jordanhill Jag Posted November 24, 2019 Report Share Posted November 24, 2019 6 minutes ago, Springburnjag said: How about you stop being ultra pedantic .... it is BASED on the Motherwell model and we will all take it from there .... I don’t go into your earlier posts on the distinction between 3BC , the board and company law as I think your co fusing yourself "We will take it from there " - Aye fair enough - says everything No confusion - Directors represent Shareholders - who in turn get a Vote - they can remove said Directors - a Majority can provide written Instruction to the Directors which should be minuted at the Board Meeting Board beyond that carry out there duties - they have a duty to ALL Shareholders not a specific group - the Shareholders do not have any say in Running the Club unless its a formal written Instruction there is very very clear distinction between Shareholders and Directors For instance if a Shareholder made a decision and it was acted upon and there was serious issue resulting from it - the legal responsibility is with the Directors So if a Major Shareholder instructs the Board its in writing - Board Vote Approval - Minuted - and that applies to each and every shareholder instruction - cant be a generic one so that they comply with H&S legislation But Im sure the BOD understand all this and they are following correct procedure Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 24, 2019 Report Share Posted November 24, 2019 1 minute ago, jaf said: I have been told categorically that 3Bc have to approve the important work of the steering group. it’s simple and there’s no confusion in m mind - do TBC have the right of approval - or do the transitionary board of ptfc limited have that right ? its a simple question/clarification As 3BC own the club I would think they do as would the BOD ....they would be transferring their shares to this new body ...only an opinion I’m not in any loop Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 24, 2019 Report Share Posted November 24, 2019 3 minutes ago, Jordanhill Jag said: "We will take it from there " - Aye fair enough - says everything No confusion - Directors represent Shareholders - who in turn get a Vote - they can remove said Directors - a Majority can provide written Instruction to the Directors which should be minuted at the Board Meeting Board beyond that carry out there duties - they have a duty to ALL Shareholders not a specific group - the Shareholders do not have any say in Running the Club unless its a formal written Instruction there is very very clear distinction between Shareholders and Directors For instance if a Shareholder made a decision and it was acted upon and there was serious issue resulting from it - the legal responsibility is with the Directors So if a Major Shareholder instructs the Board its in writing - Board Vote Approval - Minuted - and that applies to each and every shareholder instruction - cant be a generic one so that they comply with H&S legislation But Im sure the BOD understand all this and they are following correct procedure I think the distinction between theory and practice is getting lost .... but I suspect your not a Marxist all your legal points are pretty dependent - assuming there was any basis for legal action - on someone actually doing that and funding it ... you ? Quote Link to comment Share on other sites More sharing options...
jaf Posted November 24, 2019 Report Share Posted November 24, 2019 2 minutes ago, Springburnjag said: As 3BC own the club I would think they do as would the BOD ....they would be transferring their shares to this new body ...only an opinion I’m not in any loop Sounds to me like no one from the transitionary board or 3BC should be anywhere near the steering group then? If I understand governance that would be a clear conflict of interest - approving something you have had influence over creating? Anyeay, i am sure this has all been thought through. Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted November 24, 2019 Report Share Posted November 24, 2019 (edited) 4 minutes ago, Springburnjag said: I think the distinction between theory and practice is getting lost .... but I suspect your not a Marxist all your legal points are pretty dependent - assuming there was any basis for legal action - on someone actually doing that and funding it ... you ? There is no distinction between Boardroom theory and Practice - its not a "theory" as you describe it - and I would suggest most of it is covered under our updated M&A which were updated to be in line with the Current Companies Act Couple of Years ago Edited November 24, 2019 by Jordanhill Jag Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 24, 2019 Report Share Posted November 24, 2019 3 minutes ago, jaf said: Sounds to me like no one from the transitionary board or 3BC should be anywhere near the steering group then? If I understand governance that would be a clear conflict of interest - approving something you have had influence over creating? Anyeay, i am sure this has all been thought through. That sounds right to me and would not only be avoiding any conflict but would be sensible as well Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 24, 2019 Report Share Posted November 24, 2019 1 minute ago, Jordanhill Jag said: There is no distinction between Boardroom theory and Practice - its not a "theory" as you describe it - its a requirement You really are missing the point ..., I understand there are requirements there is also how things actually work in practice Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted November 25, 2019 Report Share Posted November 25, 2019 Just now, Springburnjag said: You really are missing the point ..., I understand there are requirements there is also how things actually work in practice No your missing the point - the requirements of Directors are Covered in the Companies Act ? There is No "lets just ignore it " in practice ? Quote Link to comment Share on other sites More sharing options...
Norgethistle Posted November 25, 2019 Report Share Posted November 25, 2019 7 hours ago, Springburnjag said: Who or what is paul ? if their members approve it Apologies I thought you must be involved with either the Trust, TFE or 3BC. Thanks for confirming your not Quote Link to comment Share on other sites More sharing options...
Lenziejag Posted November 25, 2019 Report Share Posted November 25, 2019 7 hours ago, Springburnjag said: How about you stop being ultra pedantic .... it is BASED on the Motherwell model and we will all take it from there .... I don’t go into your earlier posts on the distinction between 3BC , the board and company law as I think your co fusing yourself Has it been decided how we will all get to be involved Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 25, 2019 Report Share Posted November 25, 2019 7 hours ago, Jordanhill Jag said: No your missing the point - the requirements of Directors are Covered in the Companies Act ? There is No "lets just ignore it " in practice ? Ok let’s assume one of your bad scenarios happens .....what would happen. Next ? Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 25, 2019 Report Share Posted November 25, 2019 21 minutes ago, Lenziejag said: Has it been decided how we will all get to be involved Not that I’ve seen Quote Link to comment Share on other sites More sharing options...
jaf Posted November 25, 2019 Report Share Posted November 25, 2019 16 hours ago, Fawlty Towers said: Only 2 of the supporter trustees have become directors of the interim board there are still 3 other supporter trustees. https://ptfc.co.uk/club/whos-who/ptfc-trust/ Are the remaining trustees not all co-optees though? Co-opted by Andrew and Alan. As we set sail on a brave new world of supporter democracy and transparency, would it not be preferable to ensure there is some current democratic will of the support within that Trust? Is this not election time anyway? Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted November 25, 2019 Report Share Posted November 25, 2019 2 hours ago, Springburnjag said: Ok let’s assume one of your bad scenarios happens .....what would happen. Next ? Thats then a decision of the Directors to take - they are responsible for any actions of the Board both legally & dare I say-morally ( although by your responses you seem to suggest that unless someone is prepared to go to Court then tough ) TFE & the Trust argued very strongly that the Consortium did not have the best interests of the Club and heart - and that they were standing up for the Fans & the Club - they now have Directors on the Board - if any of the Hypothetical Scenarios that your describing occur- I expect them to Act accordingly as Directors- and comply with the relevant requirements under there fiduciary duties as Directors - and taken into the circumstances of there appointment to the Board was to represent the Fans which amongst them will be various small Shareholders who put cash in during Save The Jags So we are clear fiduciary duties as Directors is incumbent upon them as individuals under legislation - it has nothing to do with the Club - so your statement below would be really bad advice to follow for any individual "You really are missing the point ..., I understand there are requirements there is also how things actually work in practice " 1 Quote Link to comment Share on other sites More sharing options...
jaf Posted November 25, 2019 Report Share Posted November 25, 2019 42 minutes ago, Jordanhill Jag said: Thats then a decision of the Directors to take - they are responsible for any actions of the Board both legally & dare I say-morally ( although by your responses you seem to suggest that unless someone is prepared to go to Court then tough ) TFE & the Trust argued very strongly that the Consortium did not have the best interests of the Club and heart - and that they were standing up for the Fans & the Club - they now have Directors on the Board - if any of the Hypothetical Scenarios that your describing occur- I expect them to Act accordingly as Directors- and comply with the relevant requirements under there fiduciary duties as Directors - and taken into the circumstances of there appointment to the Board was to represent the Fans which amongst them will be various small Shareholders who put cash in during Save The Jags So we are clear fiduciary duties as Directors is incumbent upon them as individuals under legislation - it has nothing to do with the Club - so your statement below would be really bad advice to follow for any individual "You really are missing the point ..., I understand there are requirements there is also how things actually work in practice " Jim I think as we are on the cusp of perhaps fan representation on boards of the future that people reading this are not put off in fear!! Yes, directors have fiduciary duties - as well as obligations under Health & Safety, etc - and it is important for responsibilities to be understood when becoming a director. However, generally, if one is acting as they should do in respect of fairness towards shareholders and creditors, then fiduciary duties would be difficult to breach. Frankly, anyone wilfully doing so when they are supposed to be representing their fellow fan, deserves what they get. Quote Link to comment Share on other sites More sharing options...
Firhillista Posted November 25, 2019 Report Share Posted November 25, 2019 (edited) Maybe it's just me, but I don't understand about 90% of this thread. It started out being about whether Jacqui Low was involved in the running of the club after the takeover and whether that would be a good thing, with the near unanimous opinion being that it wouldn't, and we now seem to be debating, what? Whether Three Black Cats, the majority shareholders of the club, have the right to run things? Whether Thistle for Ever are involved and if that's a good thing or not? Or is this a rear-guard action by those who dislike the idea of fan ownership? I'm genuinely confused. Edited November 25, 2019 by Firhillista 5 Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 25, 2019 Report Share Posted November 25, 2019 1 hour ago, jaf said: Jim I think as we are on the cusp of perhaps fan representation on boards of the future that people reading this are not put off in fear!! Yes, directors have fiduciary duties - as well as obligations under Health & Safety, etc - and it is important for responsibilities to be understood when becoming a director. However, generally, if one is acting as they should do in respect of fairness towards shareholders and creditors, then fiduciary duties would be difficult to breach. Frankly, anyone wilfully doing so when they are supposed to be representing their fellow fan, deserves what they get. Exactly ....let’s chill Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted November 25, 2019 Report Share Posted November 25, 2019 1 hour ago, Springburnjag said: Exactly ....let’s chill But you are strongly implying that there is a difference between what goes on in practice and whats required under the Companies Act With a very Macho posture of who is going to be able to afford legal action ? Now your saying Lets Chill - Jog on ............. Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted November 25, 2019 Report Share Posted November 25, 2019 (edited) 2 hours ago, Firhillista said: Maybe it's just me, but I don't understand about 90% of this thread. It started out being about whether Jacqui Low was involved in the running of the club after the takeover and whether that would be a good thing, with the near unanimous opinion being that it wouldn't, and we now seem to be debating, what? Whether Three Black Cats, the majority shareholders of the club, have the right to run things? Whether Thistle for Ever are involved and if that's a good thing or not? Or is this a rear-guard action by those who dislike the idea of fan ownership? I'm genuinely confused. So we are clear 3BC do not have the right to run things - thats the job of the Board of Directors - if 3BC want to have there own Directors they can appoint whomever they wish- but currently thats not the case - therefore the Directors represent the Shareholders and the TFE & Trust Directors have an additional responsibility to the Fans ( not legally ) I would say the opposite ref Fan Ownership and a guarantee that the Fans have maximum input - from the TFE initial statements we are now told its already decided its based on the Motherwell Trust and thats that - how is this Fan Engagement ? Edited November 25, 2019 by Jordanhill Jag Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 25, 2019 Report Share Posted November 25, 2019 56 minutes ago, Jordanhill Jag said: But you are strongly implying that there is a difference between what goes on in practice and whats required under the Companies Act With a very Macho posture of who is going to be able to afford legal action ? Now your saying Lets Chill - Jog on ............. Ok ....let’s imagine the board did in your opinion a bad thing ....what’s the remedy ? Who would raise it ? With 75 % of the share capital against you ....who does what And how ? im being practical your being your normal legal theoretical self Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 25, 2019 Report Share Posted November 25, 2019 50 minutes ago, Jordanhill Jag said: So we are clear 3BC do not have the right to run things - thats the job of the Board of Directors - if 3BC want to have there own Directors they can appoint whomever they wish- but currently thats not the case - therefore the Directors represent the Shareholders and the TFE & Trust Directors have an additional responsibility to the Fans ( not legally ) I would say the opposite ref Fan Ownership and a guarantee that the Fans have maximum input - from the TFE initial statements we are now told its already decided its based on the Motherwell Trust and thats that - how is this Fan Engagement ? Boards of directors are responsible to shareholders and guess who the biggest one of those are ..... did you get consulted whe. Beattie and co changed the old board ? No based on doesn’t mean slavishly following as we don’t need to raise the cash to buy shares things have move on can’t you ? Quote Link to comment Share on other sites More sharing options...
Firhillista Posted November 25, 2019 Report Share Posted November 25, 2019 48 minutes ago, Jordanhill Jag said: So we are clear 3BC do not have the right to run things - thats the job of the Board of Directors - if 3BC want to have there own Directors they can appoint whomever they wish- but currently thats not the case - therefore the Directors represent the Shareholders and the TFE & Trust Directors have an additional responsibility to the Fans ( not legally ) I would say the opposite ref Fan Ownership and a guarantee that the Fans have maximum input - from the TFE initial statements we are now told its already decided its based on the Motherwell Trust and thats that - how is this Fan Engagement ? But you have to start somewhere. Basing initial plans on the Motherwell Trust - which by all accounts seems to be successful - looks like a reasonable place to start, following which input from the wider Thistle fan base can be used to adjust things to more specifically target Thistle's needs. Is the debate on here not more about whether people trust the new owners to do this properly or not? Personally, I've not seen anything yet which gives me cause for concern about the intentions of the new owners or the interim board. That may change in the fulness of time, but surely we can give them the benefit of the doubt at this stage? 1 Quote Link to comment Share on other sites More sharing options...
Norgethistle Posted November 25, 2019 Report Share Posted November 25, 2019 12 minutes ago, Springburnjag said: Ok ....let’s imagine the board did in your opinion a bad thing ....what’s the remedy ? Who would raise it ? With 75 % of the share capital against you ....who does what And how ? im being practical your being your normal legal theoretical self The board is there to represent all the shareholders which would be the fans. What your proposing is not fan representation but a dictatorship, this is what concerns folk with this arrangement. You keep mentioning 75% of the shares, but 3BC only have 55%, for the PTFC trust to transfer to another model needs approval by its members the fans 1 Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 25, 2019 Report Share Posted November 25, 2019 1 hour ago, Norgethistle said: The board is there to represent all the shareholders which would be the fans. What your proposing is not fan representation but a dictatorship, this is what concerns folk with this arrangement. You keep mentioning 75% of the shares, but 3BC only have 55%, for the PTFC trust to transfer to another model needs approval by its members the fans You really have missed the point ...I’m not proposing anything but describing the current situation currently ( it’s nothing to do fan ownership that comes later ) the board have at least 55% of the shares .... they cannot be outvoted ....correct ? is the proposal from Colin weir not to transfer his shareholding into a fans organisation and the trust could do the same Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted November 25, 2019 Report Share Posted November 25, 2019 1 hour ago, Springburnjag said: Ok ....let’s imagine the board did in your opinion a bad thing ....what’s the remedy ? Who would raise it ? With 75 % of the share capital against you ....who does what And how ? im being practical your being your normal legal theoretical self What are you talking about you being practical ? You clearly have bought into the concept that if you have a Majority Shareholder then thats it -as No one can challenge it The Directors have clear defined requirements under the Companies Act - you dont have to challenge them - go to Court or do anything - the responsibilities are a legal requirement and they cant be ignored - thats why we have Laws protecting the Rights of Shareholders - or we could fall into the scenario your describing And 75% of the Share Capital isnt against me - the Trust Shares are seperate and governed by the Deed of Trust - or are you suggesting 3BC & the Trust are a defacto Voting Block ? Quote Link to comment Share on other sites More sharing options...
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