The legal route

[cheeky]

In that case do Blue Sky still hold £150K's worth of shares ? ...

Where is the promisary note & share issue documentation.

 

I doubt you could raise that point retrospectively. You can't use hindsight in Court. IE, at the time of the vote being made, did it appear that the deal had collapsed? No, therefore in my opinion it would be considered perfectly reasonable for the share/proxy holder to vote as they see fit at the time.

 

I don't think they could use the shares now however, with the person the shares have been allocated to, admitting they do not intend to invest.

[cheeky]

Yes. The key here is the power of veto. Can it be argued that this is being used in a prejudicial manner?

 

It depends what the articles say foremost I imagine.

 

It could be argued that it is being used in prejudicial manner, but what would the minority shareholders allegations with regards to prejudice be? How would they prove them?

[Burslem Academicals]

Didn't Hank Julicher state that the whole debacle has cost him £250,000.....

and how much was Peter Miller's alleged share purchase.....

[Thats Entertainment]

I doubt you could raise that point retrospectively. You can't use hindsight in Court. IE, at the time of the vote being made, did it appear that the deal had collapsed? No, therefore in my opinion it would be considered perfectly reasonable for the share/proxy holder to vote as they see fit at the time.

 

I don't think they could use the shares now however, with the person the shares have been allocated to, admitting they do not intend to invest.

 

If there was no binding agreement or promisary note then the shares should not have been used in the two elections.

 

Were the shares purchased PD & PM have only shown a share application as evidence.

 

There must be a promisary note its standard buisness practice dont you know ;)

[cheeky]

Didn't Hank Julicher state that the whole debacle has cost him £250,000.....

and how much was Peter Miller's alleged share purchase.....

 

That was probably be in admin/expenses/due dilligence/business costs. I doubt he has paid Miller anything in that regard.

[VantaaVale]

It depends what the articles say foremost I imagine.

 

It could be argued that it is being used in prejudicial manner, but what would the minority shareholders allegations with regards to prejudice be? How would they prove them?

 

What about using the connected parties clause?

 

Mo and Mark each wanted to buy 24.9% and were blocked from doing so because they were considered connected parties.

 

Miller and BSI also appear to be connected parties, and Deakin is on record as stating he knew Miller from his time at Villa. If they could be proved to be connected, their total share allocation is way over 24.9% and yet the board of BB/ML/GO/MA and later PD did nothing.

[cheeky]

If there was no binding agreement or promisary note then the shares should not have been used in the two elections.

 

Were the shares purchased PD & PM have only shown a share application as evidence.

 

There must be a promisary note its standard buisness practice dont you know ;)

 

I don't know whether there has to be a binding agreement, or whether once issued shares can be used. The application may be good enough at that time, as evidence the shares were going to be purchased. I must stress, I don't know anything about company law and I am just playing devils advocate in the hope that we can come up with something that cannot be argued.

[cheeky]

What about using the connected parties clause?

 

Mo and Mark each wanted to buy 24.9% and were blocked from doing so because they were considered connected parties.

 

Miller and BSI also appear to be connected parties, and Deakin is on record as stating he knew Miller from his time at Villa. If they could be proved to be connected, their total share allocation is way over 24.9% and yet the board of BB/ML/GO/MA and later PD did nothing.

 

The board wanted to turn Mo and Mark down, the published reason (connected parties) was satisfy the majority of fans who blindly believed what the Board said . Do we actually know whether legally, they would be considered connected parties?

 

Appearing to be connected, and actually being connected though, are wildly different. Again, I suspect the burdon of proof would be on thos making the allegations, to prove their claim. (for example, if you make a civil claim, the burdon is on the Claimant to prove their claim, not the Defendant to disprove it)

[VantaaVale]

There must be a promisary note its standard buisness practice dont you know ;)

 

No evidence has yet been presented that BSI either paid for those shares or handed over a promissory note. I guess we'll have to wait for Glenn.. I mean... the independent arbiter to verify this. What's the betting he only verifies Miller's and Deakin's payments?

 

My gut feeling, and this is all that it is, is that there is nothing that binds BSI to payment for those shares. This is going off Deakin's very defensive answer in the RS interview this morning.

[the old bycars tea bar]

if hank signed a promisey note then i think unfortunatly they have all the paperwork to back up their claims if he didn't it could prove that maybe the used hanks shareholding for their own ends

 

i still think that the fact they misled the shareholders and supporters who were canvassed for their election on the board may enable a re vote if they lost that it would open the door i feel

[Birches Head Fred]

I'm not advocating anything here folks, but I truly believe the 'Legal Route' will get us nowhere. ===

[VantaaVale]

The board wanted to turn Mo and Mark down, the published reason (connected parties) was satisfy the majority of fans who blindly believed what the Board said . Do we actually know whether legally, they would be considered connected parties?

 

Appearing to be connected, and actually being connected though, are wildly different. Again, I suspect the burdon of proof would be on thos making the allegations, to prove their claim. (for example, if you make a civil claim, the burdon is on the Claimant to prove their claim, not the Defendant to disprove it)

 

I guess you're right. I have a feeling we will not nail them on one specific thing, but it needs to be a number of things that have happened that can be combined to form a reasonable case.

[cheeky]

I guess you're right. I have a feeling we will not nail them on one specific thing, but it needs to be a number of things that have happened that can be combined to form a reasonable case.

 

Like I've said before, I don't know anything about company law, but if that is a route to take, then shareholders need to be sure they have a case. Legal advice can be costly and they don't want to be wasting money on something that is a no go.

 

If they were to bring a case, and raising the arguments we have in this thread, then the club would almost certainly take legal advice and my point is I guess, if I can pick holes in our arguments, then an experienced solicitor or Counsel would have no problem defending it.

 

I'm not trying to be obstrutive, just objective.

[the old bycars tea bar]

going by what hank has said the legal battle may be taken out of our hands

 

maybe the stoke method may be our way:ninja:

[7sisters]

SV -Sorry to **** on your bonfire but, Vale's articles state that the "provisions of section 89(1) of the Companies Act 1985 (in power when the last articles were written) do not apply to the Company". I am pretty sure that section 89(1) of the act refers to "offers to shareholders on a pre-emptive basis".

 

I'm reasonably sure that pre-emptive rights to shareholders was removed early on because it would render the ad hoc issues of shares extremely difficult.

 

I haven't read the rest of the thread yet, but no contract can contravene an Act. Duh.