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Lawman's SPL / SPFL

TheJawMan

Pro Youth
Joined
Jan 13, 2021
Messages
41
The same rule. Its not rocket science. Rangers going to 3rd Division and starting in Round 2 of the cup meant there was an oddity in the rounds. Most sensible thing to do is move the next placed team up, just as they did with Dundee.

The SFA see Rangers as the same club. They said it in July 2012. They said it in August 2012. They still say it on their current website.

You can argue if they are right or wrong of course, but you cant argue thats their position.
So the SFA that are adamant it's the same club that entered the bottom the league. But ignored that clubs previous season position.
 

TheJawMan

Pro Youth
Joined
Jan 13, 2021
Messages
41
"I know you wont do this" :ROFLMAO: :ROFLMAO: :ROFLMAO: :ROFLMAO: :ROFLMAO:

We can contact the SFA and ask them if Rangers are still the same club ( I know you won't do this) then phone a solicitor and ask him in common language to tell us what HMRC meant when they said "Moreover the liquidation route does not prejudice the proposed sale of the club. This sale can take place either through a CVA or a liquidation. ( I know you won't do this)


For what its worth, the AOA of 1899 makes it very clear the Company and the Club are separated.


So on that basis, i actually wouldnt argue against what you say about "the club" dissolving in 1899. Once that happened, the Company then exists to own and operate the club. The club is the business of the Company. The business of the company can be bought and sold as was defined by Lord Bannatyne who said in his findings “The Rangers Football Club Plc ceased to be the OWNER AND OPERATOR OF THE FOOTBALL TEAM in consequence of the sale to SEVCO Scotland Limited by its administrators on 14 June 2012 of substantially the whole of its business and undertaking, INCLUDING “RANGERS FOOTBALL CLUB”.

How can all these legal people be soooo bad at their jobs that they allow judges to make these mistakes and dont challenge them. Its astoundin
"So on that basis, i actually wouldnt argue against what you say about "the club" dissolving in 1899." So we agree that the unincorporated club is dissolved to allow club incorporation. So those players are playing for an incorporated club. As the SFA states clearly an incorporated club is a legal entity. Which was incorporated in 1899 & entered liquidation in 2012.
 

boab1916

Squad Player
Joined
Dec 24, 2020
Messages
92
I think ive had this same conversation over 100 times on Twitter and not once has either side changed their mind. You wont either.

You are looking at narrow definitions, examples of incorporations, different types of companies and as you correctly state above cherry picked quotes, none of which look definitively at the case of Rangers.

The people who had access to who the whole company was made up, how it was incorporated, how it was set up to operate a football club as the business of the company are the main players which, are HMRC, BDO, Lord Bannatyne, Lady Dorrian and I suppose Lord Nimmo Smith. Oh and the London Stock Exchange who accepted a company raising £30m based on us being the same club.

As far as all of them are concerned, "the club" could be and was sold when oldco was place in liquidation. If they cant convince you, i wont be able to either. We will just go round and round and round and round on it.

Every football authority considers Rangers to be the same club. Every legal written finding the same.

Why is there no high profile Celtic solicitor or Liquidation expert out there in the last 8 years who can prove different. Its only random people on Social Media. Funny that. 8 years and absolutely no definitive statement from a single Legal person stating it.

Just guys on a forum and Twitter.
so what were the assetts of the club that it could buy and in your mind bought, I showed you the EBT appeal decision and verdict given on the liquidated club.
So did he buy the players contracts covered by Employment Law Act 1974
in your mind its merely a takover buying all assetts, history, traditions etc did CG have the rights to the staff anf playing staff, all the contracts and was he bound by Employment in mergers and takeovers bound to honor the contracts and this would include all the EBT payments if found to be not lawful with HMRC. Not a difficult question, difficult to answer from a blue nose.
 

boab1916

Squad Player
Joined
Dec 24, 2020
Messages
92
The EBT payments had all ceased.
How can they if its the same club and players had side letter with Indemity, who settled on the EBTs, FFS no one would go near them with a barge pole a scheme drawing up by a lawyer who stars in pornos. HMRC pursued them, wee Bassa gave his earning to his missus to plead poverty, what planet are you living on. Jelly and ice cream will never run out. Never knew there were so many raosters out there all gullible and willing to be bought to preserve an idea in their minds, grow up and get over it we lose loved ones and things continuasly and soldier on.
 

boab1916

Squad Player
Joined
Dec 24, 2020
Messages
92
Boab, why dont we move on in the spirit of the game, thats what Celtic do, no use still moaning over spilt milk.

Its been 3135 days since this happened and it only took you 5 days to let go of Dubai. Lets move on pal. :geek::D:p
Think your wide of the mark and simply trolling, the wide public the in the know, knew what took place, and you are the guy who wanrted to bring up the circular argument so on that note, move on in the spirit of the game and stop lying about a club that is in the morgue awaiting a certificate, have you no respect for the soul of ethereal spirit that left this earth.
Dubai was in the eyes of the football authorities and the club in hindsight, that wonderful thing, a bad manouvere, 2012 onward in the Rangers 1872 saga, now that was not a bad move, that was the straw that broke the camels back and exposed the rats on the ship, Lest We Forget, we will remember the club that has fallen.
Question why was the company name on the gates never changed if they went out the game, Rangers 2012 not have the same ring to it or Rangers International Football Club, too many words?

See Big Ashley back in for his pocket money and corner shop:cool:
 
Last edited:

Sam Vimes

Pro Youth
Joined
Jan 5, 2021
Messages
17
The EBT payments had all ceased. Charles Green would not not have been responsible for them under any circumstance, even if the CVA had passed. The EBT were part of the Creditors claim and in either scenario, a pence in the pound payment would be made to settle the debt.
EBT payments were non-contractual bonuses, paid into a trust fund by the employer. Once those payments were made they were the business of the Trustee and the Beneficiary, nothing to do with the Settlor.

The club was never "responsible for them" they either decided to make a discretionary payment or they did not.

Of course if they were anything other than that the system was being totally abused. If anyone did it differently, for example agreeing contractual payments with an employee or his agent in advance, caused them not to be EBTs. It is extremely difficult to believe that they did not know exactly what they were doing and how they were doing it wrong, I'm sure the people selling the "scheme" made that part perfectly clear.

Not that it worked as a way to minimise tax anyway. In fact even with an EBT operated "properly" if anyone ever took the cash out, other than as a repayable loan, the tax became due.

I'm not sure what you mean by the second sentence The club had paid the money into the EBT sub trusts, it was therefore gone, so what would it have to do with a CVA, or "a pence in the pound payment would be made to settle the debt"
 

Cluster One

Squad Player
Joined
Dec 28, 2020
Messages
95
LawMan, I'm afraid you have failed miserably to explain not only how Duff & Phelps could conceivably describe the sale of a business as a going concern when that business was in the throes of insolvency owing tens of millions of pounds, but why there was no specific mention of a football club in the items purchased when the CVA failed (as opposed to afterwards, when the rewriting of history and airbrushing of inconvenient facts went into overdrive).

Every other sale/purchase of a football club in history is accurately described as pertaining to the club, yet in Rangers' case, specific mention of a football club was noticeable by its absence. Just why would the sale/purchase of such a substantial item as a football club be described simply as business and assets. Was there a legal impediment to selling a football club which was in the process of liquidation? You frequently argue that HMRC and BDO, for example, know far more than you or I, yet with no sense of irony, you somehow know better than Charles Green about exactly what he purchased - assets, not a football club according to Green.

When David Murray bought the club from Marlborough (?) he purchased the club and became majority shareholder in Rangers Football Club Ltd, later to become Rangers Football Club plc when floated on the stock exchange, which remained the same business with the same company number.

When Murray famously sold the club to Craig Whyte for a pound, the club was purchased while Whyte became major shareholder in that same business with the same company number.

Can you see a pattern emerging where every takeover involved the purchase of a club by majority control of the business, which to those of us who don't live in cloud cuckoo-land is the same entity anyway?

Charles Green couldn't purchase that same business/company/club because it went into liquidation. Instead, he formed a new company (newco) and purchased the business (Rangers' name and intellectual property rights) and assets (stadium etc) of a defunct club. To ensure his new club was follow followed in sufficient numbers, people with a vested interest such as yourself have contorted yourselves through linguistic gymnastics to convince us we'd all just had a Bobby Ewing shower moment (Google tv series Dallas if you're too young) when your old club snuffed it.

I will never tire of saying that just because a group of people with a vested interest have chosen to TREAT a new club AS IF IT WAS an old defunct club doesn't make it that same club.

On that note I will exit the usual circular debate and am unlikely to respond, save for the introduction of mind-boggling new information.
Imagine being conned by charles Green into believing it was still rangers and it was still rangers because Green bought the trophies. You would think any self respecting ibrox fan would shy away from that.
 

Sam Vimes

Pro Youth
Joined
Jan 5, 2021
Messages
17
Sam, fully aware how they work. Boab was asking how they would be treated in a scenario where Green would be responsible if the case went against Rangers and i was simply explaining there was no scenario where that would have happened.

As for the pence in the pound, part of the Creditors list had an amount set aside pending the decision of the courts on EBT. So an amount was attributed and HMRC would/will get their slice of the pot based on that claim either in a CVA or in liquidation.
Responsible for what.

Once payments are made they are made. They are not responsible for anything else, that is between the Trustee and the beneficiary, neither do they need to make any further payments.

Unless there is a contractual agreement, but you can't have those with an EBT.

Re the second sentence, I understand that now, you are talking about the tax due on the EBTs not the EBTs themselves. That makes sense.
 

Sam Vimes

Pro Youth
Joined
Jan 5, 2021
Messages
17
The whole thing is about the tax due if they lost the case (which they did of course).


Cluster, never heard that before. Do you have a quote from Bannatyne for me to look at that he believed King ?
I understand that now, I just wasn't picking you up correctly.

The fact of the matter is that anyone buying the assets has nothing to do with any tax which is due.

If the business is sold as a going concern I believe the debts move from one entity to the other, but that didn't happen here so Green did not have to worry about the huge tax bill.
 

Cluster One

Squad Player
Joined
Dec 28, 2020
Messages
95
I understand that now, I just wasn't picking you up correctly.

The fact of the matter is that anyone buying the assets has nothing to do with any tax which is due.

If the business is sold as a going concern I believe the debts move from one entity to the other, but that didn't happen here so Green did not have to worry about the huge tax bill.
When whyte bought the club he had to worry about a huge tax bill. When Green bought the Assets he did not have to worry about a big tax bill.
 

TheJawMan

Pro Youth
Joined
Jan 13, 2021
Messages
41
Nope, yet again you are using narrow definitions, wrong Articles of Association from a completely different company, assumptions on the make up and a whole lot of non fact based guesswork as you have not got the full background laid in front of you, just like everyone on this page.

So i tell you again, i agree with ACTUAL WORDS looking at the ACTUAL situation with the ACTUAL facts and ACTUAL documentation to review and confirm my opinion is aligned with the Lords, the Lady, HMRC and the Liquidators.

I can only imagine the reaction if i was on here and the boot was on the other foot and i was telling you they were all completely wrong and that you should listen to me.

The club, is the business of the Company. The Company exists in order to operate a football team. The football team cannot be liquidated. Only the company who operates it can be liquidated. Thats why no clubs are members of the SFA or SPFL. ITs the owner and the operators of the clubs that are the members. And just HMRC confirmed in writing on their website, the liquidation of the company who operates the club does not stop the club being sold to a Newco. That sale can take place either if the Company has a successful CVA OR even if it ends in liquidation.

If you want to change my mind, you are more than welcome to employ a Lawyer and for him to sue HMRC on my behalf on the basis that they lied. HE can also sue RIFC for lying in their Prospectus and lets also go after the London Stock Exchange who according to you, carried that lie.

Why are you wasting your time on this forum when you should be training all these judges, lawyers and Financial experts on Company law and incorporation. Your talents are wasted JawMan, ;)
So the SFA are wrong? 'Incorporating your club will essentially see it become recognised as a legal entity in its own right,...'
 

TheJawMan

Pro Youth
Joined
Jan 13, 2021
Messages
41
Nope, yet again you are using narrow definitions, wrong Articles of Association from a completely different company, assumptions on the make up and a whole lot of non fact based guesswork as you have not got the full background laid in front of you, just like everyone on this page.

So i tell you again, i agree with ACTUAL WORDS looking at the ACTUAL situation with the ACTUAL facts and ACTUAL documentation to review and confirm my opinion is aligned with the Lords, the Lady, HMRC and the Liquidators.

I can only imagine the reaction if i was on here and the boot was on the other foot and i was telling you they were all completely wrong and that you should listen to me.

The club, is the business of the Company. The Company exists in order to operate a football team. The football team cannot be liquidated. Only the company who operates it can be liquidated. Thats why no clubs are members of the SFA or SPFL. ITs the owner and the operators of the clubs that are the members. And just HMRC confirmed in writing on their website, the liquidation of the company who operates the club does not stop the club being sold to a Newco. That sale can take place either if the Company has a successful CVA OR even if it ends in liquidation.

If you want to change my mind, you are more than welcome to employ a Lawyer and for him to sue HMRC on my behalf on the basis that they lied. HE can also sue RIFC for lying in their Prospectus and lets also go after the London Stock Exchange who according to you, carried that lie.

Why are you wasting your time on this forum when you should be training all these judges, lawyers and Financial experts on Company law and incorporation. Your talents are wasted JawMan, ;)
Aren't unincorporated clubs members of the SFA?
Nope, yet again you are using narrow definitions, wrong Articles of Association from a completely different company, assumptions on the make up and a whole lot of non fact based guesswork as you have not got the full background laid in front of you, just like everyone on this page.

So i tell you again, i agree with ACTUAL WORDS looking at the ACTUAL situation with the ACTUAL facts and ACTUAL documentation to review and confirm my opinion is aligned with the Lords, the Lady, HMRC and the Liquidators.

I can only imagine the reaction if i was on here and the boot was on the other foot and i was telling you they were all completely wrong and that you should listen to me.

The club, is the business of the Company. The Company exists in order to operate a football team. The football team cannot be liquidated. Only the company who operates it can be liquidated. Thats why no clubs are members of the SFA or SPFL. ITs the owner and the operators of the clubs that are the members. And just HMRC confirmed in writing on their website, the liquidation of the company who operates the club does not stop the club being sold to a Newco. That sale can take place either if the Company has a successful CVA OR even if it ends in liquidation.

If you want to change my mind, you are more than welcome to employ a Lawyer and for him to sue HMRC on my behalf on the basis that they lied. HE can also sue RIFC for lying in their Prospectus and lets also go after the London Stock Exchange who according to you, carried that lie.

Why are you wasting your time on this forum when you should be training all these judges, lawyers and Financial experts on Company law and incorporation. Your talents are wasted JawMan, ;)
"Thats why no clubs are members of the SFA or SPFL" No unincorporated clubs are members of the SFA?
 

Sam Vimes

Pro Youth
Joined
Jan 5, 2021
Messages
17
When whyte bought the club he had to worry about a huge tax bill. When Green bought the Assets he did not have to worry about a big tax bill.

Absolutely, and there is the difference.

Whyte bought the club, with all of it's assets, debts, licences, rights etc. It was a simple change of ownership. The entity that was the club and what it owned, owed and was owed stayed the same.

Green bought the assets and left the club in the hands of the administrator, who then passed it on to the liquidator.

Basically Green took all of the bits that were worth anything and the creditors were left with little or nothing. The whole thing is shameful.
 

Sam Vimes

Pro Youth
Joined
Jan 5, 2021
Messages
17
Wait ! If Green bough the club through a CVA, would he not have owed HMRC £68 million. ?? :D
No-one was ever going to buy the club, it would have been madness.

Actually Fergus McCann did it years ago with Celtic, but that's because he wanted to save the club not just get his hands on it's assets and start a new one. He had to pay off the debt obviously but he thought that saving the club was worth it.
 

TheJawMan

Pro Youth
Joined
Jan 13, 2021
Messages
41
Yet again, no detail, narrow definitions, no telling how they compare. In the 4 scenarios, were the business and assets bought from the administrators ? Can you show me the legal documents presented to each of the relevant courts where the administrators confirm the clubs were sold, or not? Were the clubs recreated like Gretna, completely in isolation of the administration process with no TUPE considerations ?

No detail at all. Im still waiting on a legal document that says Rangers are a new club. There must be one somewhere. Its been 9 years and we have certainly had plenty of court action.
But you said club
Yet again, no detail, narrow definitions, no telling how they compare. In the 4 scenarios, were the business and assets bought from the administrators ? Can you show me the legal documents presented to each of the relevant courts where the administrators confirm the clubs were sold, or not? Were the clubs recreated like Gretna, completely in isolation of the administration process with no TUPE considerations ?

No detail at all. Im still waiting on a legal document that says Rangers are a new club. There must be one somewhere. Its been 9 years and we have certainly had plenty of court action.
Just showing examples of incorporated club liquidation that you said wasn't possible.


Out of the ashes of AC Fiorentina, a new club has been formed to restore a city's lost pride.
 

TheJawMan

Pro Youth
Joined
Jan 13, 2021
Messages
41
You can show as many "examples" as you wish and none of them will match the circumstances surrounding Rangers and none of them can be read as being the same as Rangers as you dont know how the clubs were made up, what the applicable laws were or indeed any of the detail behind how the administrators and liquidators in that jurisdiction work.

In Green v Rangers International Football Club Plc [2017] ScotCS CSIH_37 (22 June 2017) - Lady Dorrian, in legal findings, in favour of Rangers International Football Club plc gave the following opinion:

[24] It is not the club but its owner, currently the Rangers Football Club Limited, which is a member of the Scottish Football Association (SFA). It is not the club but its owner which transacts the undertaking or business which is the club, and which is able to employ staff and enter into contracts. Despite the occasional loose use of the term as applied to the club, it is not the club which has a chief executive, but the owner of the club. The description of the pursuer as chief executive of “the club”, and the comments on the club website, are all part of the preservation of “the club” in the sense discussed, however it can only operate through its owner and operator.

Can you tell where she erred in law here and confirm why there was no appeal against her finding.

In Kinloch (AP) v Coral Racing Ltd [2017] ScotCS CSOH_43 (15 March 2017) - Lord Bannatyne, in legal findings, confirmed the agreed facts of the case:

[14] The administrators of The Rangers Football Club Plc sold substantially the whole of the business and undertaking of that company, including that aspect of the business which consisted of the operation of the football team named “Rangers”, to SEVCO Scotland Limited on 14 June 2012. SEVCO Scotland Limited subsequently changed its name to the Rangers Football Club Limited.

[20] During the 2011/2012 season of the SPL, the football team commonly called "Rangers Football Club" was owned and operated by The Rangers Football Club Plc, which was a member of the SPL Limited.

[21] The Rangers Football Club Plc ceased to be the owner and operator of a football team in consequence of the sale to SEVCO Scotland Limited by its administrators on 14 June 2012 of substantially the whole of its business and undertaking, including Rangers Football Club. Article 6 of the Articles of Association of the SPL provides:

”a share may only be issued, allotted, transferred to or held by a person who is the owner and operator of a club and if a member shall cease to be the owner and operator of a club then such member shall cease to be entitled to hold a share”.

[22] In respect of the 2012/2013 season, Rangers Football Club played in the third division of the SFL.

Can you tell where he erred in law here and confirm why there was no appeal against her finding.

And of course we have HMRC who stated.

"Moreover the liquidation route does not prejudice the proposed sale of the club. This sale can take place either through a CVA or a liquidation. So the sale is not being undermined, it simply takes a different route."

Can you show me in Company Law, why HMRC were wrong to state the above. And why there has been no action taken against them

You can show as many "examples" as you wish and none of them will match the circumstances surrounding Rangers and none of them can be read as being the same as Rangers as you dont know how the clubs were made up, what the applicable laws were or indeed any of the detail behind how the administrators and liquidators in that jurisdiction work.

In Green v Rangers International Football Club Plc [2017] ScotCS CSIH_37 (22 June 2017) - Lady Dorrian, in legal findings, in favour of Rangers International Football Club plc gave the following opinion:

[24] It is not the club but its owner, currently the Rangers Football Club Limited, which is a member of the Scottish Football Association (SFA). It is not the club but its owner which transacts the undertaking or business which is the club, and which is able to employ staff and enter into contracts. Despite the occasional loose use of the term as applied to the club, it is not the club which has a chief executive, but the owner of the club. The description of the pursuer as chief executive of “the club”, and the comments on the club website, are all part of the preservation of “the club” in the sense discussed, however it can only operate through its owner and operator.

Can you tell where she erred in law here and confirm why there was no appeal against her finding.

In Kinloch (AP) v Coral Racing Ltd [2017] ScotCS CSOH_43 (15 March 2017) - Lord Bannatyne, in legal findings, confirmed the agreed facts of the case:

[14] The administrators of The Rangers Football Club Plc sold substantially the whole of the business and undertaking of that company, including that aspect of the business which consisted of the operation of the football team named “Rangers”, to SEVCO Scotland Limited on 14 June 2012. SEVCO Scotland Limited subsequently changed its name to the Rangers Football Club Limited.

[20] During the 2011/2012 season of the SPL, the football team commonly called "Rangers Football Club" was owned and operated by The Rangers Football Club Plc, which was a member of the SPL Limited.

[21] The Rangers Football Club Plc ceased to be the owner and operator of a football team in consequence of the sale to SEVCO Scotland Limited by its administrators on 14 June 2012 of substantially the whole of its business and undertaking, including Rangers Football Club. Article 6 of the Articles of Association of the SPL provides:

”a share may only be issued, allotted, transferred to or held by a person who is the owner and operator of a club and if a member shall cease to be the owner and operator of a club then such member shall cease to be entitled to hold a share”.

[22] In respect of the 2012/2013 season, Rangers Football Club played in the third division of the SFL.

Can you tell where he erred in law here and confirm why there was no appeal against her finding.

And of course we have HMRC who stated.

"Moreover the liquidation route does not prejudice the proposed sale of the club. This sale can take place either through a CVA or a liquidation. So the sale is not being undermined, it simply takes a different route."

Can you show me in Company Law, why HMRC were wrong to state the above. And why there has been no action taken against them.
When these new companies become owner & operator of a new club where does the new club exist for this to happen?
 

TheJawMan

Pro Youth
Joined
Jan 13, 2021
Messages
41
Im really not sure what you are asking here and why it would matter. In this instance as confirmed in uncontested legal findings, the new company bought "Rangers Football Club" as part of the acquisition of the business and assets.

Can you show me where all 3 examples or wrong. Or if you cannot, before we move on, can you at least confirm you are unable to show me where they erred in law.
What legal form did this club have?
 

timtimbelgium

Squad Player
Joined
Dec 25, 2020
Messages
63
RIFC/TRFC
which is the club and which is the company ? not that it matters because neither have the same companies house number as the club/company that is undergoing liquidation. Neither existed before 2012 , both are new entities .
Now back to ZZZZZZZZZZZZZZzzzzzzzzzzzzzzzzzzzzz
 
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